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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 6)*
(Final Amendment)

Alamosa Holdings, Inc.

(Name of Issuer)

Common Stock, $0.01 par value
(Title of Class of Securities)

011589 10 8
(CUSIP Number)

C. Jedson Nau
100 Crescent Court,
Suite 1700
Dallas, Texas 75201
(214) 756-6100
(214) 756-6212 (fax)
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 28, 2004
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D


CUSIP No. — 011589 10 8	Page 2 of 13 Pages

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)

Caroline Hunt Trust Estate

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS

OO

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Texas

SOLE VOTING POWER

4,525,506

NUMBER OF

SHARED VOTING POWER

603,974


BENEFICIALLY

OWNED BY EACH

SOLE DISPOSITIVE POWER

4,525,506


REPORTING

PERSON

10.

SHARED DISPOSITIVE POWER

603,974


WITH

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,129,480

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.5%

14.

TYPE OF REPORTING PERSON

OO

SCHEDULE 13D


CUSIP No. — 011589 10 8	Page 3 of 13 Pages

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)

The Rosewood Corporation

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS

OO

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Texas

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

603,974


BENEFICIALLY

OWNED BY EACH

SOLE DISPOSITIVE POWER


REPORTING

PERSON

10.

SHARED DISPOSITIVE POWER

603,974


WITH

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

603,974

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.5%

14.

TYPE OF REPORTING PERSON

CO

SCHEDULE 13D


CUSIP No. — 011589 10 8	Page 4 of 13 Pages

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)

Rosewood Financial, Inc.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS

OO

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

603,974


BENEFICIALLY

OWNED BY EACH

SOLE DISPOSITIVE POWER


REPORTING

PERSON

10.

SHARED DISPOSITIVE POWER

603,974


WITH

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

603,974

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.5%

14.

TYPE OF REPORTING PERSON

CO

SCHEDULE 13D


CUSIP No. — 011589 10 8	Page 5 of 13 Pages

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)

Rosewood Management Corporation

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS

OO

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

279,886


BENEFICIALLY

OWNED BY EACH

SOLE DISPOSITIVE POWER


REPORTING

PERSON

10.

SHARED DISPOSITIVE POWER

279,886


WITH

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

279,886

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.2%

14.

TYPE OF REPORTING PERSON

CO

SCHEDULE 13D


CUSIP No. — 011589 10 8	Page 6 of 13 Pages

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)

Fortress Venture Capital II, LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS

OO

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Texas

SOLE VOTING POWER

0000

NUMBER OF

SHARED VOTING POWER

279,886


BENEFICIALLY

OWNED BY EACH

SOLE DISPOSITIVE POWER


REPORTING

PERSON

10.

SHARED DISPOSITIVE POWER

279,886


WITH

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

279,886

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.2%

14.

TYPE OF REPORTING PERSON

PN


CUSIP No.-011589 10 8		Page 7 of 13 Pages

This Amendment No. 6 to Schedule 13D (the “Schedule 13D”) filed by (i) Caroline Hunt Trust Estate (“CHTE”), (ii) The Rosewood Corporation (“Rosewood”), (iii) Rosewood Financial, Inc. (“Financial”), (iv) Fortress Venture Capital II, L.P. (“Fortress”), and (v) Rosewood Management Corporation (“Management” and together with CHTE, Rosewood, Financial, and Fortress, the “Reporting Persons”) relates to the common stock, par value $0.01 (the “Shares”) of Alamosa Holdings, Inc., a Delaware corporation (“Alamosa”), and is being filed to amend and supplement Items 3, 4, 5 and 6.

Unless otherwise indicated, each capitalized term used, but not otherwise defined, herein, shall have the meaning assigned to such term in the Schedule 13D. The information set forth in the Exhibits and Attachments is hereby expressly incorporated by reference and the responses to each item of this Amendment No. 6 are qualified in their entirety by the provisions of such Exhibits and Attachments.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby amended and supplemented as follows:

Since the filing of the last amendment to this Schedule 13D, CHTE has sold 1,457,000 Shares pursuant to the CHTE Trading Plan dated December 10, 2003, as amended in March 2004. CHTE has made sales as set forth in Item 5 below within the 60 days preceding the filing of this Amendment No. 6 as part of the sales. Since the filing of the last amendment to this Schedule 13D, Fortress has sold 104,000 Shares pursuant to the Fortress Trading Plan dated December 12, 2003, as amended in March 2004. Fortress has made sales as set forth in Item 5 below within the 60 days preceding the filing of this Amendment No. 5 as part of the sales.

Item 4. Purpose of the Transaction

Item 4 is hereby amended and supplemented as follows:

As previously disclosed, CHTE and Fortress have authorized and made sales pursuant to Rule 10B5-1 Sales Plans, and all sales reported in this filing have been made pursuant to such plans.

On December 10, 2003, CHTE entered into a Rule 10b5-1 Sales Plan for Alamosa Holdings, Inc. (the “2003 CHTE Trading Plan”) with Citigroup Global Markets, Inc. (“Citigroup”) and amended such plan in March 2004. The 2003 CHTE Trading Plan is intended to comply with the requirements of Rule 10b5-1(c) and permits sales to be made through Citigroup beginning January 1, 2004 in accordance with the terms of Rule 145 under the Securities Act of 1933 and the terms of the 2003 CHTE Trading Plan. The 2003 CHTE Trading Plan provides for sales of a portion of the Shares held by CHTE at specified prices. CHTE has adopted the 2003 CHTE Trading Plan for diversification and liquidity purposes. Within the requirements of Rule 10b5-1(c), CHTE may modify the 2003 CHTE Trading Plan from time to time or terminate the 2003 CHTE Trading Plan in accordance with its terms.

On December 12, 2003, Fortress entered into a Rule 10b5-1 Sales Plan for Alamosa Holdings, Inc. (the “2003 Fortress Trading Plan”) with Citigroup and amended such plan in


CUSIP No.-011589 10 8		Page 8 of 13 Pages

March 2004. The 2003 Fortress Trading Plan is intended to comply with the requirements of Rule 10b5-1(c) and permits sales to be made through Citigroup beginning January 1, 2004 in accordance with the terms of Rule 145 under the Securities Act of 1933 and the terms of the 2003 Fortress Trading Plan. The 2003 Fortress Trading Plan provides for sales of a portion of the Shares held by Fortress at specified prices. Fortress has adopted the 2003 Fortress Trading Plan for diversification and liquidity purposes. Within the requirements of Rule 10b5-1(c), Fortress may modify the 2003 Fortress Trading Plan from time to time or terminate the 2003 Fortress Trading Plan in accordance with its terms.

As the Reporting Persons now have direct or indirect ownership of less than five percent (5%) of the Shares, this Amendment No. 6 to Schedule 13D will be the last amendment to such Schedule filed by the Reporting Persons.

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended and supplemented as follows:

The responses of the Reporting Persons to Items 7, 8, 9, 10, 11 and 13 on the cover pages of this statement and Attachment A relating to beneficial ownership as well as voting and dispositive power are incorporated herein by reference. The Reporting Persons indicating group status beneficially own 5,305,366 shares or 4.6% of the outstanding Shares of Alamosa in the aggregate. The Reporting Persons indicating group status or shared voting power herein have done so by reason of their parent/subsidiary relationships only, and have no agreement, arrangement or understanding with regard to the Shares. CHTE, Rosewood and Financial disclaim beneficial ownership of any shares held by Management or Fortress, and Management and Fortress disclaim beneficial ownership of any Shares held by CHTE, Rosewood or Financial.

Except as set forth below and in Attachment A hereto, no Reporting Person nor, to their knowledge, any person identified on Attachment A, has effected any transactions in Shares during the preceding 60 days.

The sales set forth below were made by CHTE in open market transactions pursuant to the 2003 CHTE Trading Plan.


CUSIP No.-011589 10 8		Page 9 of 13 Pages


Date	Shares Sold	Share Price
11/4/04 11/8/04 11/22/04 11/22/04 12/2/04 12/10/04 12/13/04 12/27/04 12/28/04 12/29/04 12/30/04 12/31/04	58,000 67,000 76,000 44,000 5,000 39,000 101,000 216,500 484,778 104,222 94,000 500	$10.4500 $10.9500 $11.4595 $11.9500 $12.0000 $12.0000 $12.4500 $11.7738 $11.9777 $12.2509 $12.2845 $12.7500

The sales set forth below were made by Fortress in open market transactions pursuant to the 2003 Fortress Trading Plan.


Date	Shares Sold	Share Price
11/4/04	7,500	$10.4800
11/8/04	7,500	$10.9800
12/27/04	18,130	$11.7738
12/28/04	40,222	$11.9777
12/29/04	8,648	$12.2509

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended and supplemented as follows:

Other than as disclosed above or pursuant to Attachment A hereto, no Reporting Person nor, to their knowledge, any of the persons listed on Attachment A, is a party to any other contract, arrangement, understanding or relationship, legal or otherwise, with respect to any securities of Alamosa.


CUSIP No.-011589 10 8		Page 10 of 13 Pages

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 6, 2005

CAROLINE HUNT TRUST ESTATE

By:   /s/ Don W. Crisp
Don W. Crisp, Trustee

THE ROSEWOOD CORPORATION

By:   /s/ C. Jedson Nau
C. Jedson Nau, Senior Vice President

ROSEWOOD FINANCIAL, INC.

By:   /s/ C. Jedson Nau
C. Jedson Nau, Senior Vice President

FORTRESS VENTURE CAPITAL II, L.P.

By:   ROSEWOOD MANAGEMENT
CORPORATION, its General Partner

By:   /s/ C. Jedson Nau
C. Jedson Nau, Senior Vice President

ROSEWOOD MANAGEMENT CORPORATION

By:   /s/ C. Jedson Nau
C. Jedson Nau, Senior Vice President


CUSIP No.-011589 10 8		Page 11 of 13 Pages

Attachment A

The Trustee and Advisory Board Members of
Caroline Hunt Trust Estate (“CHTE”) and the Directors and
Executive Officers of Certain CHTE Subsidiaries


	Present Business	Present Principal	Amount of
Name and Position	Address	Occupation	Securities (1)			Date Acquired		Price Per Share			Type of Transaction	Pledged
Schuyler B. Marshall*, President of Rosewood and director and executive officer of Financial and Management	100 Crescent Court, Suite 1700 Dallas, Texas 75201	President of Rosewood		28,000			02/14/01	$	17.00	(2)	Director options (3) (2)	No for all.
				9,500	(8)		02/14/01		(2	)
				500			02/14/01		(2	)	(2) as trustee
				5,714			02/28/01	$	10.50		Director options
				3,670			02/27/02	$	3.52		Director options
				13,375			04/29/02	$	4.99		Director options
				23,421			01/06/03	$	0.57		Director options
				3,000			03/04/03		(4	)	(4) as trustee
				76,818			03/31/03	$	0.36		Director options
				15,000			06/30/03	$	1.53
				13,000			06/30/03	$	1.53		Director options
				6,000			09/30/03	$	3.75		Director options
				6,000			12/31/03	$	4.01
				15,250			12/31/03	$	4.01		Director options
				1,000			03/31/04	$	5.84
				5,795			03/31/04	$	5.84		Director options
				1,000			06/30/04	$	7.35
				4,554			06/30/04	$	7.35		Director options
				1,000			09/30/04	$	7.64
				4,040			09/30/04	$	7.64		Director options
				1,000			12/31/04	$	12.47
				3,878			12/31/04	$	12.47		Director options
				6,000			01/03/05	$	12.35

Attachment A


CUSIP No.-011589 10 8		Page 12 of 13 Pages

Present Business

Present Principal

Amount of

Name and Position

Address

Occupation

Securities (1)

Date Acquired

Price Per Share

Type of Transaction

Pledged

Susan L. Fish,* Senior vice president and chief financial officer of Rosewood and director and executive officer of Financial

100 Crescent Court, Suite 1700 Dallas, Texas 75201

Senior vice president and chief financial officer of Rosewood

3,183

02/14/01

)

C. Jedson Nau, Senior vice president and general counsel of Rosewood and executive officer of Financial and Management

100 Crescent Court, Suite 1700 Dallas, Texas 75201

Senior vice president and general counsel of Rosewood

4,000

02/14/01

)

Stephen H. Sands,* Director of Rosewood and Management

100 Crescent Court, Suite 1700 Dallas, Texas 75201

Director of Rosewood

4,500

02/14/01

)

(2) as trustee

Laurie Sands Harrison Director of Rosewood and Management

100 Crescent Court, Suite 1700 Dallas, Texas 75201

Director of Rosewood

75,231
4,500

02/14/01
02/14/01

(2)
(2)

(2)
(2) as trustee

No for all.

David K. Sands, * Director of Rosewood and Management

100 Crescent Court, Suite 1700 Dallas, Texas 75201

Director of Rosewood

47,731 (9)
1,500
1,500
1,500

02/14/01
02/14/01
04/21/03
04/23/03

(2)
(2)
(6)
(6)

(2)
(2) as trustee
(6) as trustee
(6) as trustee

No for all.

Patrick B. Sands, Director of Rosewood and Management

100 Crescent Court, Suite 1700 Dallas, Texas 75201

Director of Rosewood

44,279
3,000
1,500

02/14/01
02/14/01
10/08/03

(2)
(2)
(7)

(2)
(2) as trustee
(7) as trustee

No for all.

John M. Dziminski, Senior vice president of Rosewood and executive officer and director of Management

100 Crescent Court, Suite 1700 Dallas, Texas 75201

President of Management

14,810
1,200
2,000
2,000
3,000

02/14/01
06/13/02
06/14/02
06/19/02
12/02/03

(2)
$1.45
$1.32
$1.32
$3.60

(2)
open market
open market
open market
open market

No for all.

Tom Hunt, member of the advisory board of CHTE

5000 Thanksgiving
Tower, Dallas,
Texas 75201

Chairman of the board and director of Hunt Petroleum Corporation and the management of personal and family interests

)

Charles P. Summerall, member of the advisory board of CHTE

16475 Dallas
Parkway, Dallas,
Texas 75252

Management of personal and family interests

)

Attachment A


CUSIP No.-011589 10 8		Page 13 of 13 Pages

Present Business

Present Principal

Amount of

Name and Position

Address

Occupation

Securities (1)

Date Acquired

Price Per Share

Type of Transaction

Pledged

Don W. Crisp,* Trustee of CHTE, member of the advisory board of CHTE, Chairman of the Board of Rosewood and director of Financial and Management

100 Crescent Court, Suite 1700 Dallas, Texas 75201

Chairman of the Board of Rosewood

23,429
5,000

02/14/01
06/14/02

(2)
$1.11

(2)
open market

No for all.

Ken D. Mindell, executive officer of Management

100 Crescent Court, Suite 1700 Dallas, Texas 75201

Senior vice president of Management

8,000

02/14/01

)

(1)		Each of the share amounts listed below represent less than 1% of the outstanding shares of Common Stock. Each person listed below has the sole voting power of the shares identified for such person.

(2)		Acquired as Merger Shares.

(3)		Received as a result of the merger of Old Alamosa and Alamosa in exchange for an employee stock option to acquire 28,000 shares of Old Alamosa for $17.00 per share.

(4)		Mr. Marshall became successor trustee for trusts for the benefit of two children of David Sands due to the death of the prior trustee; Mr. Marshall disclaims beneficial ownership of such shares and has no pecuniary interest in such trusts.

(5)		These persons directly own no shares of Common Stock.

(6)		Mr. Sands became successor trustee for trusts for the benefit of two children of Bunker Sands due to the death of the prior trustee.

(7)		Mr. Sands became successor trustee for a trust for the benefit of a minor child of Laurie Harrison due to the death of the prior trustee.

(8)		Pursuant to a disposition plan pursuant to Rule 10b5-1(c), Mr. Schuyler Marshall sold (i) 10,000 shares on November 8, 2004 at a price per share of $10.97, (ii) 5,000 shares on November 22, 2004 at a price per share of $11.97, (iii) 5,000 shares on December 2, 2004 at a price per share of $12.00, (iv) 5,000 shares on December 27, 2004 at a price per share of $12.00, (v) 5,370 shares on December 27, 2004 at a price per share of $11.7738, and (vi) 19,630 shares on December 29, 2004 at a price per share of $12.2509.

(9)		Pursuant to a disposition plan pursuant to Rule 10b5-1(c), Mr. David Sands sold (i) 6,000 shares on November 8, 2004 at a price per share of $10.98, (ii) 3,000 shares on December 27, 2004 at a price per share of $12.06, and (iii) 2,000 shares on December 27, 2004 at a price per share of $12.0585.

*Designates a person who has adopted a disposition plan pursuant to Rule 10b5-1(c).

Attachment A


	CAROLINE HUNT TRUST ESTATE
	By:	/s/ Don W. Crisp
		Don W. Crisp, Trustee


	THE ROSEWOOD CORPORATION
	By:	/s/ C. Jedson Nau
		C. Jedson Nau, Senior Vice President


	ROSEWOOD FINANCIAL, INC.
	By:	/s/ C. Jedson Nau
		C. Jedson Nau, Senior Vice President


	FORTRESS VENTURE CAPITAL II, L.P.
	By:	ROSEWOOD MANAGEMENT
		CORPORATION, its General Partner


	ROSEWOOD MANAGEMENT CORPORATION
	By:	/s/ C. Jedson Nau
		C. Jedson Nau, Senior Vice President