<SUBMISSION>
<ACCESSION-NUMBER>0001086844-01-000004
<TYPE>10-Q
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<PERIOD>20001231
<FILING-DATE>20010214
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<CONFORMED-NAME>AIRGATE PCS INC /DE/
<CIK>0001086844
<ASSIGNED-SIC>4813
<IRS-NUMBER>582422929
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0930
</COMPANY-DATA>
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<FILE-NUMBER>000-27455
<FILM-NUMBER>1539339
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>233 PEACHTREE ST NE
<STREET2>SUITE 1700
<CITY>ATLANTA
<STATE>GA
<ZIP>30303
<PHONE>4045257272
</BUSINESS-ADDRESS>
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<STREET2>SUITE 1700
<CITY>ATLANTA
<STATE>GA
<ZIP>30303
</MAIL-ADDRESS>
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<TYPE>10-Q
<SEQUENCE>1
<FILENAME>0001.txt
<TEXT>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM  10-Q

(Mark  One)
[X]     QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR 15 (d) OF THE SECURITIES
EXCHANGE  ACT  OF  1934  FOR  THE  QUARTER  ENDED  DECEMBER  31,  2000.

                                       OR

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


                         COMMISSION FILE NUMBER:  027455


                                AIRGATE PCS, INC.
                                -----------------
                          (Exact name of registrant as
                            specified in its charter)
                            -------------------------
                          Delaware          58-2422929
                          --------          ----------
  (State or other jurisdiction of incorporation or organization)        (I.R.S.
                         Employer Identification Number)
 Harris Tower, 233 Peachtree St. NE, Suite 1700, Atlanta, Georgia          30303
          (Address of principal executive offices)          (Zip code)
          ----------------------------------------          ----------

Registrant's  telephone  number,  including area code                      (404)
                                                      --------------------------
525-7272
  ------


APPLICABLE  ONLY  TO  CORPORATE  ISSUERS:

Indicate  by  a  check  mark  whether  the  registrant (1) has filed all reports
required  to  be filed by section 13 or 15(d) of the Securities and Exchange Act
of  1934  during  the  preceding  12 months (or for such shorter period that the
registrant  was  required to file such reports) and (2) has been subject to such
filing  requirements  for  the  past  90  days.     Yes  __X___          No ____
                                                           -

13,066,698  shares  of common stock, $0.01 par value per share, were outstanding
as  of  February  12,  2001.

<PAGE>



                                AIRGATE PCS, INC.

                              FIRST QUARTER REPORT

                                Table of Contents

PART  I  FINANCIAL  INFORMATION

Item  1.     Financial  Statements

     Consolidated Balance Sheets (unaudited) at December 31, 2000  and September
30,  2000

Consolidated  Statements  of  Operations  (unaudited) for the three months ended
December  31,  2000  and  1999

Consolidated  Statements  of  Cash  Flows (unaudited) for the three months ended
December  31,  2000  and  1999

     Notes  to  the  Consolidated  Financial  Statements  (unaudited)

Item  2.     Management's  Discussion  and  Analysis  of Financial Condition and
Results  of  Operations

Item  3.     Quantitative  and  Qualitative  Disclosures  About  Market  Risk


PART  II  OTHER  INFORMATION

Item  2.     Changes  in  Securities  and  Use  of  Proceeds

Item  4.     Submission  of  Matters  to  a  Vote  of  Security  Holders

Item  5.     Other  Information

Item  6.     Exhibits  and  Reports  on  Form  8-K



<PAGE>
                         PART I.  FINANCIAL INFORMATION
                          ITEM I. FINANCIAL STATEMENTS

                       AIRGATE PCS, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                                   (unaudited)
(dollars  in  thousands,  except  share  and  per  share  amounts)
<TABLE>
<CAPTION>


                                                                 December 31,    September 30,
                                                                    2000             2000
                                                              --------------  ---------------
<S>                                                           <C>             <C>
ASSETS
  Current assets:
    Cash and cash equivalents. . . . . . . . . . . . . . . .  $      52,465   $       58,384
    Trade receivables, net . . . . . . . . . . . . . . . . .         19,549            8,696
    Inventory. . . . . . . . . . . . . . . . . . . . . . . .          3,295            2,902
    Prepaid expenses . . . . . . . . . . . . . . . . . . . .          3,576            2,106
    Other current assets . . . . . . . . . . . . . . . . . .          2,640            2,227
                                                              --------------  ---------------
      Total current assets . . . . . . . . . . . . . . . . .         81,525           74,315
  Property and equipment, net. . . . . . . . . . . . . . . .        187,529          183,581
  Financing costs. . . . . . . . . . . . . . . . . . . . . .          8,912            9,098
  Other assets . . . . . . . . . . . . . . . . . . . . . . .          2,798            1,954
                                                              --------------  ---------------
                                                              $     280,764   $      268,948
                                                              ==============  ===============
        LIABILITIES AND STOCKHOLDERS' EQUITY
  Current liabilities:
    Accounts payable . . . . . . . . . . . . . . . . . . . .  $       3,557   $       21,009
    Accrued expenses . . . . . . . . . . . . . . . . . . . .         10,963            9,548
    Payable to Sprint PCS. . . . . . . . . . . . . . . . . .         15,829            5,292
    Deferred revenue . . . . . . . . . . . . . . . . . . . .          3,191            1,828
                                                              --------------  ---------------
      Total current liabilities. . . . . . . . . . . . . . .         33,540           37,677
  Deferred revenue . . . . . . . . . . . . . . . . . . . . .          1,318              671
  Long-term debt . . . . . . . . . . . . . . . . . . . . . .        229,057          180,727
                                                              --------------  ---------------
      Total liabilities. . . . . . . . . . . . . . . . . . .        263,915          219,075
                                                              --------------  ---------------
  Stockholders' equity:
    Preferred stock, par value, $.01 per share;
      5,000,000 shares authorized; no shares
      issued and outstanding . . . . . . . . . . . . . . . .              -                -
    Common stock, par value, $.01 per share;
      150,000,000 shares authorized; 12,861,526 and
      12,816,783 shares issued and outstanding at
      December 31, 2000 and September 30, 2000, respectively            129              128
    Additional paid-in capital . . . . . . . . . . . . . . .        162,081          161,575
    Accumulated deficit. . . . . . . . . . . . . . . . . . .       (142,440)        (108,577)
    Unearned stock option compensation . . . . . . . . . . .         (2,921)          (3,253)
                                                              --------------  ---------------
      Total stockholders' equity . . . . . . . . . . . . . .         16,849           49,873
      Commitments and contingencies			  --------------  ---------------
                                                              $     280,764   $      268,948
                                                              ==============  ===============
</TABLE>
See  accompanying  notes  to  consolidated  financial  statements

<PAGE>
                       AIRGATE PCS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)
           (dollars in thousands, except share and per share amounts)

<TABLE>
<CAPTION>


                                             Three Months
                                                 Ended
                                              December 31,
                                            2000          1999
<S>                                  <C>             <C>
                                     --------------  ------------
Revenues:
  Service revenue . . . . . . . . .  $      12,284   $         -
  Roaming revenue . . . . . . . . .          7,388           130
  Equipment revenue . . . . . . . .          2,290             -
                                     --------------  ------------
    Total revenues. . . . . . . . .         21,962           130

Operating expenses:
  Cost of service and roaming . . .        (15,913)       (2,918)
  Cost of equipment . . . . . . . .         (5,072)            -
  Selling and marketing . . . . . .        (16,678)       (1,133)
  General and administrative. . . .         (4,709)       (1,488)
  Noncash stock option compensation           (332)         (404)
  Depreciation and amortization . .         (6,662)         (518)
                                     --------------  ------------
    Operating loss. . . . . . . . .        (27,404)       (6,331)
Interest income . . . . . . . . . .          1,289         3,470
Interest expense. . . . . . . . . .         (7,748)       (6,967)
                                     --------------  ------------
    Net loss. . . . . . . . . . . .  $     (33,863)  $    (9,828)
                                     ==============  ============
Basic and diluted net loss per
  share of common stock . . . . . .  $       (2.64)  $     (0.82)
                                     ==============  ============

Weighted-average outstanding
  common shares . . . . . . . . . .     12,835,296    11,967,009
                                     ==============  ============
</TABLE>
See  accompanying  notes  to  consolidated  financial  statements
                       AIRGATE PCS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)
                             (dollars in thousands)

<TABLE>
<CAPTION>


                                                                           Three Months
                                                                         Ended December 31,
                                                                          2000       1999
<S>                                                            <C>                   <C>
                                                               --------------------  ---------
Cash flows from operating activities:
  Net loss. . . . . . . . . . . . . . . . . . . . . . . . . .  $           (33,863)  $ (9,828)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
      Depreciation and amortization . . . . . . . . . . . . .                6,662        518
      Amortization of financing costs . . . . . . . . . . . .                  303        285
      Provision for doubtful accounts . . . . . . . . . . . .                1,057         --
      Interest expense associated with accretion
        of discount and beneficial conversion feature . . . .                6,330      5,577
      Stock option compensation . . . . . . . . . . . . . . .                  332        404
      (Increase) decrease in:
        Trade receivables, net. . . . . . . . . . . . . . . .              (11,910)        --
        Inventory . . . . . . . . . . . . . . . . . . . . . .                 (393)      (241)
        Prepaid expenses. . . . . . . . . . . . . . . . . . .               (1,470)      (633)
        Other current assets. . . . . . . . . . . . . . . . .                 (413)    (1,439)
        Other assets. . . . . . . . . . . . . . . . . . . . .                 (844)       (11)
      Increase (decrease) in:
        Accounts payable. . . . . . . . . . . . . . . . . . .               (3,675)     3,364
        Accrued expenses. . . . . . . . . . . . . . . . . . .                2,770     (2,068)
        Payable to Sprint PCS . . . . . . . . . . . . . . . .               10,537        --
        Deferred revenue. . . . . . . . . . . . . . . . . . .                2,010        --
                                                               --------------------   --------
          Net cash used in operating activities . . . . . . .              (22,567)    (4,072)
                                                               --------------------  ---------
Cash flows from investing activities:
  Capital expenditures. . . . . . . . . . . . . . . . . . . .              (25,858)   (38,199)
                                                               --------------------  ---------
          Net cash used in investing activities . . . . . . .              (25,858)   (38,199)
                                                               --------------------  ---------
Cash flows from financing activities:
  Proceeds from Lucent Financing. . . . . . . . . . . . . . .               42,000        --
  Payment on notes payable to Sprint PCS. . . . . . . . . . .                 --       (7,700)
  Proceeds from exercise of employee common stock options . .                  506        --
                                                               --------------------   --------
          Net cash provided by (used in) financing activities               42,506     (7,700)
                                                               --------------------  ---------
          Net decrease in cash and cash equivalents . . . . .               (5,919)   (49,971)
Cash and cash equivalents at beginning of period. . . . . . .               58,384    258,900
                                                               --------------------  ---------
Cash and cash equivalents at end of period. . . . . . . . . .  $            52,465   $208,929
                                                               ====================  =========
Supplemental disclosure of cash flow information -
  cash paid for interest. . . . . . . . . . . . . . . . . . .  $             1,502   $  1,696
                                                               ====================  =========
Supplemental disclosure of noncash investing and
   financing activities:
    Capitalized interest. . . . . . . . . . . . . . . . . . .                  762      1,609
    Notes payable and accrued interest converted to equity. .                  --         102
    Grant of compensatory stock options . . . . . . . . . . .                  --       1,600
    Network assets acquired and not yet paid for. . . . . . .                  --      11,906
</TABLE>
See  accompanying  notes  to  consolidated  financial  statements
                       AIRGATE PCS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000
                                   (unaudited)


(1)     Basis  of  Presentation

The  accompanying  consolidated financial statements are unaudited and have been
prepared  by  management.  The consolidated financial statements included herein
include the accounts of AirGate PCS, Inc. and its wholly-owned subsidiaries, AGW
Leasing  Company, Inc. ("AGW") and AirGate Network Services, LLC ("ANS") for all
periods  presented.  In  the opinion of management, these consolidated financial
statements  contain  all  of  the  adjustments,  consisting  of normal recurring
adjustments,  necessary  to  present  fairly,  in summarized form, the financial
position and the results of operations of AirGate PCS, Inc. and its subsidiaries
(collectively  "AirGate"  or  the "Company").  The results of operations for the
three  months ended December 31, 2000 are not indicative of the results that may
be  expected  for  the  full  fiscal  year  of  2001.  The financial information
presented  herein should be read in conjunction with the Company's Form 10-K for
the year ended September 30, 2000 which includes information and disclosures not
included  herein.  All  significant  intercompany accounts or balances have been
eliminated  in consolidation.  Certain amounts have been reclassified to conform
to  the  current  year  presentation.

(2)     Net  Loss  Per  Share

The  Company  computes net loss per common share in accordance with Statement of
Financial  Accounting  Standards  ("SFAS")  No. 128 "Earnings per Share". Basic
and  diluted net loss per share of common  stock  is  computed  by  dividing net
loss for each period by the weighted-average  outstanding  common  shares.
No  conversion  of  common stock equivalents  has  been  assumed in the
calculation of diluted net loss per share since  the  effect  would  be
antidilutive.  As  a  result,  the  number  of weighted-average outstanding
common shares as well as the amount of net loss per share  are  the  same  for
both  the  basic  and  diluted  net  loss  per share calculations  for  all
periods  presented.

The  reconciliation  of  weighted-average  outstanding  common  shares  to
weighted-average  outstanding shares including potentially dilutive common stock
equivalents  is  set  forth  below:


<TABLE>
<CAPTION>


                                                  Three Months
                                                     Ended
                                                  December 31,
                                                2000         1999
                                            ------------  ----------
<S>                                         <C>           <C>
Weighted-average outstanding common shares    12,835,296  11,967,009

Weighted-average potentially dilutive
  common stock equivalents:
    Common stock options . . . . . . . . .       556,674     725,709
    Stock purchase warrants. . . . . . . .       135,605     857,538
                                            ------------  ----------
Weighted-average outstanding shares
  including potentially dilutive common
  stock equivalents. . . . . . . . . . . .    13,527,575  13,550,256
                                            ============  ==========
</TABLE>
                       AIRGATE PCS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000
                                   (unaudited)

(3)     Revenue  Recognition

The accounting policy for the recognition of activation fee revenue is to record
the  revenue  over  the  periods  such  revenue is earned in accordance with the
current interpretations of Staff Accounting Bulletin No. 101 (SAB 101), "Revenue
Recognition  in  Financial Statements."  Accordingly, activation fee revenue and
direct  customer  activation cost has been deferred and is recorded either;
over  the  average  life  for  those  customers  (30 months) that do not sign an
Advantage  Agreement or the Advantage Agreement period (generally 12 months) for
those customers that do sign an Advantage Agreement.  For the three months ended
December  31,  2000,  the  Company  has recognized approximately $0.2 million of
activation  fee  revenue and $0.2 million of direct customer activation cost and
as  of December 31, 2000 has deferred $2.4 million of activation fee revenue and
$2.3  million  of  direct  customer  activation  cost  to  future  periods.

(4)     Trade  Receivables,  net

Trade receivables, net, includes amounts due from Sprint PCS relating to roaming
revenues,  amounts  from  customers  with respect to airtime service charges and
amounts  from  local  third  party  vendors relating to the sale of handsets and
accessories.  For  the  three  months  ended December 31, 2000, roaming revenues
from Sprint PCS totaled $7.4 million, or 33% of total revenues.  Of this amount,
$5.1  million  was  recorded  as  accounts  receivable  at  December  31,  2000.

The  Company  records an allowance for doubtful accounts to reflect the expected
loss  on the collection of receivables.  Such allowance is recorded for accounts
receivables  from  customers and third party vendors and totaled $1.6 million at
December  31,  2000.


(5)     Other  Current  Assets

Other  current  assets  consists  of  the  following  at  December  31, 2000 and
September  30,  2000  (dollars  in  thousands):

<TABLE>
<CAPTION>


                                    December 31,    September 30,
                                        2000            2000
                                    -------------  --------------
<S>                                 <C>            <C>
Current portion of financing costs  $       1,215  $        1,215
Direct customer activation costs .          1,102             627
Interest receivable and other. . .            323             385
				  -------------  --------------
  Other current assets . . . . . .  $       2,640  $        2,227
                                    =============  ==============
</TABLE>
(6)     Property  and  Equipment,  net


Property  and  equipment  consists  of  the  following  at December 31, 2000 and
September  30,  2000  (dollars  in  thousands):

<TABLE>
<CAPTION>


                                                  December 31,    September 30,
                                                      2000             2000
                                                 --------------  ---------------
<S>                                              <C>             <C>

Network assets. . . . . . . . . . . . . . . . .  $     173,662   $      158,720
Computer equipment. . . . . . . . . . . . . . .          3,272            3,081
Furniture, fixtures, and office equipment . . .          9,791            6,800
                                                 --------------  ---------------
                                                       186,725          168,601
Less accumulated depreciation and amortization.        (19,667)         (13,005)
                                                 --------------  ---------------
                                                       167,058          155,596
Construction in progress (network build-out). .         20,471           27,985
                                                 --------------  ---------------
  Property and equipment, net . . . . . . . . .  $     187,529   $      183,581
                                                 ==============  ===============
</TABLE>

(7)     Sprint  Payable

The  Sprint  payable consists of amounts owed to Sprint PCS related to purchases
of  handsets  and  accessories,  services  provided  including customer care and
customer  billing,  subsidy payable to third party national retailers and the 8%
affiliation fee.  At December 31, 2000, the amount payable to Sprint PCS totaled
$15.8  million.


(8)     Long-Term  Debt


Long-term  debt consists of the following at December 31, 2000 and September 30,
2000  (dollars  in  thousands):
<TABLE>
<CAPTION>


                                         December 31,     September 30,
                                              2000             2000
<S>                                     <C>             <C>
                                        --------------  ---------------
Lucent Financing:
  Gross borrowings . . . . . . . . . .  $      55,500   $       13,500
  Unaccreted original issue discount .           (722)            (772)
                                        --------------  ---------------
Net Lucent Financing . . . . . . . . .         54,778           12,728

Senior Subordinated Discount Notes:
  Outstanding borrowings . . . . . . .        183,859          177,852
  Unaccreted original issue discount .         (9,580)          (9,853)
                                        --------------  ---------------
Net Senior Subordinated Discount Notes        174,279          167,999
				      --------------  ---------------
  Long term debt . . . . . . . . . . .  $     229,057   $      180,727
                                        ==============  ===============
</TABLE>
                       AIRGATE PCS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000
                                   (unaudited)

(9)     Common  Stock  Purchase  Warrants

(a)     Lucent  Financing

On  June  1,  2000,  the  Company  issued  stock  purchase  warrants  to  Lucent
Technologies in consideration of the Lucent Financing. The exercise price of the
warrants  equal  $20.40  per  share,  and  the  warrants  are
exercisable  for  an aggregate of 10,175 shares of the Company's common stock at
any  time.  The  warrants expire on the earlier of August 15, 2004 or August 15,
2001,  if  as of such date, the Company has paid in full all outstanding amounts
under  the  Lucent  Financing and has terminated the remaining unused portion of
the  commitments under the Lucent Financing.  The Company recorded a discount on
the  associated  credit facility of $0.3 million which represents the fair value
of  the  warrants  on  the  date  of grant using a Black-Scholes valuation.  The
discount will be recognized as interest expense over the period from the date of
issuance to maturity using the effective interest method.  All of these warrants
remain  outstanding  at  December  31,  2000.

(b)  Senior  Subordinated  Discount  Notes

On  January  3, 2000, the Company's registration statement on Form S-1, relating
to  warrants  to  purchase  644,400  shares  of common stock issued together, as
units,  with  the  Company's  $300 million of 13.5% senior subordinated discount
notes  due  2009,  was  declared  effective  by  the  Securities  and  Exchange
Commission.  On  September  30,  2000,  the  Company  received gross proceeds of
$156.1  million  from  the  issuance of 300,000 units, each unit consisting of a
$1,000  principal amount at maturity 13.5% senior subordinated discount note due
2009  and  one  warrant  to  purchase 2.148 shares of common stock at a price of
$0.01  per share. The warrants are exercisable beginning upon the effective date
of  the  registration  statement  registering such warrants, for an aggregate of
644,400  shares  of common stock and expire October 1, 2009.  As of December 31,
2000,  warrants  representing  512,884 shares of common stock had been exercised
and  warrants  representing  131,516  shares of common stock remain outstanding.


(10)     Subsequent  Events

On  February  2,  2001, our Vice President of New Business Development, W. Chris
Blane  and  our  Vice  President  of Sprint PCS Relationship, Robert E. Gourlay,
terminated employment with the Company.  Pursuant to the stock option agreements
with  Messrs.  Blane  and  Gourlay, previously unvested stock options will vest,
resulting  in  the  company recording non-cash stock option compensation expense
of  $0.3  million  in  the  three  months  ended  March  31,  2001.

(11)     Condensed  Consolidated  Financial  Information

AGW  Leasing  Company,  Inc.  and  AirGate Network Services LLC are wholly-owned
subsidiaries  of  AirGate  PCS,  Inc.  Both  AGW  and  ANS  have  fully  and
unconditionally  guaranteed the Company's senior subordinated discount notes and
the  Lucent  Financing.  Both  AGW  and  ANS jointly and severably guarantee the
Company's  long-term debt.  AGW was formed to hold the real estate interests for
the  Company's  PCS  network.  ANS was formed to provide construction management
services  for  the  Company's  PCS network.  AGW also was a registrant under the
Company's  registration  statement  declared  effective  by  the  Securities and
Exchange  Commission  on  September  27,  1999.

                       AIRGATE PCS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000
                                   (unaudited)

The  unaudited  condensed consolidating financial information for AGW and ANS as
of  December 31, 2000 and for the three months then ended is as follows (dollars
in  thousands):

<TABLE>
<CAPTION>
<S>                                        <C>             <C>          <C>              <C>

                                                             AGW Leasing     AirGate
                                             AirGate PCS,    Company,       Network
                                              Inc.            Inc.        Services, LLC    Eliminations    Consolidated

Cash and cash equivalents . . . . . . . . .  $      52,465   $       -   $            -   $           -   $      52,465
Trade receivables and other current assets.         29,060           -                -               -          29,060
Property and equipment, net . . . . . . . .        140,255           -           47,274               -         187,529
Other assets. . . . . . . . . . . . . . . .         76,005           -                -         (64,295)         11,710
                                             --------------  ----------  ---------------  --------------  --------------
    Total assets. . . . . . . . . . . . . .  $     297,785   $       -   $       47,274   $     (64,295)  $     280,764
                                             ==============  ==========  ===============  ==============  ==============

Current liabilities . . . . . . . . . . . .         32,116   $  14,591   $       51,128   $     (64,295)  $      33,540
Long-term deferred revenue. . . . . . . . .          1,318           -                -               -           1,318
Long-term debt. . . . . . . . . . . . . . .        229,057           -                -               -         229,057
                                             --------------  ----------  ---------------  --------------  --------------
    Total liabilities . . . . . . . . . . .        262,491      14,591           51,128         (64,295)        263,915

Common stock. . . . . . . . . . . . . . . .            129           -                -               -             129
Additional paid-in capital. . . . . . . . .        162,081           -                -               -         162,081
Accumulated deficit . . . . . . . . . . . .       (123,995)    (14,591)          (3,854)              -        (142,440)
Unearned stock option compensation. . . . .         (2,921)          -                -               -          (2,921)
                                             --------------  ----------  ---------------  --------------  --------------
    Total liabilities and stockholders'
       equity(deficit). . . . . . . . . . .  $     297,785   $       -   $       47,274   $     (64,295)  $     280,764
                                             ==============  ==========  ===============  ==============  ==============

Total revenues. . . . . . . . . . . . . . .         21,962   $       -   $            -   $           -   $      21,962
Total expenses. . . . . . . . . . . . . . .        (51,964)     (3,458)            (403)              -         (55,825)
                                             --------------  ----------  ---------------  --------------  --------------
    Net loss. . . . . . . . . . . . . . . .  $     (30,002)  $  (3,458)  $         (403)  $           -   $     (33,863)
                                             ==============  ==========  ===============  ==============  ==============

Operating activities, net . . . . . . . . .        (25,839)          -            3,272               -         (22,567)
Capital expenditures. . . . . . . . . . . .        (22,838)          -           (3,020)              -         (25,858)
Financing activities, net . . . . . . . . .         42,506           -                -               -          42,506
                                             --------------  ----------  ---------------  --------------  --------------
Decrease (increase) in cash
    and cash equivalents. . . . . . . . . .         (6,171)          -              252               -          (5,919)
Cash and cash equivalents at
     beginning of period. . . . . . . . . .         58,636           -             (252)              -          58,384
                                             --------------  ----------  ---------------  --------------  --------------
Cash and cash equivalents at end of period.  $      52,465   $       -   $            -   $           -   $      52,465
                                             ==============  ==========  ===============  ==============  ==============
</TABLE>
                 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING  STATEMENTS

     Statements  contained herein regarding expected financial results and other
planned  events  are  forward-looking  statements  that  involve  risk  and
uncertainties.  Actual future events or results may differ materially from these
statements.  Readers  are  referred  to the documents filed by AirGate PCS, Inc.
with  the  Securities  and  Exchange  Commission,  specifically  the most recent
filings  which  identify  important  investment  considerations that could cause
actual results to differ from those contained in the forward-looking statements,
including  potential  fluctuations  in  quarterly results, our dependence on our
affiliation with Sprint PCS, an adequate supply of infrastructure and subscriber
equipment, dependence on new product development, rapid technological and market
change,  risks  related to future growth and expansion, our significant level of
indebtedness  and  volatility  of  stock  prices.  Certain  of  these  risks are
summarized  under  the  caption "Investment Considerations" under Item 5 - Other
Information  of  this  quarterly  report.


OVERVIEW

     On  July  22,  1998, we entered into a management agreement with Sprint PCS
whereby  we  became the Sprint PCS affiliate with the exclusive right to provide
100%  digital,  100% PCS services under the Sprint and Sprint PCS brand names in
our  territory  in  the  southeastern  United  States.  We  completed  our radio
frequency  design, network design and substantial site acquisition and cell site
engineering, and commenced construction of our PCS network in November 1998.  In
January  2000  we  began  commercial  operations with the launch of four markets
covering  2.2  million  residents in our Sprint PCS territory.  By September 30,
2000,  we  had  launched  commercial  PCS  service in all of the 21 markets that
comprise our Sprint PCS territory.  At December 31, 2000, we provided Sprint PCS
services  to  103,440  subscribers.

     Sprint  PCS  has invested $44.6 million to purchase the PCS licenses in our
territory  and  incurred  additional  expenses for microwave clearing. Under our
long-term  agreements  with  Sprint  PCS,  we  manage the network on Sprint PCS'
licensed  spectrum  as  well  as  use  the  Sprint  and  Sprint  PCS brand names
royalty-free  during  our  affiliation  with  Sprint PCS. We also have access to
Sprint  PCS'  national  marketing  support  and  distribution  programs  and are
entitled  to  buy  network  and  subscriber  equipment  and handsets at the same
discounted  rates  offered  by  vendors  to Sprint PCS based on its large volume
purchases.  In exchange for these and other benefits, we are entitled to receive
92%, and Sprint PCS is entitled to retain 8%, of collected service revenues from
customers  in  our Sprint PCS territory and roaming received from non-Sprint PCS
customers.  We  are  entitled  to  100%  of  revenues collected from the sale of
handsets  and  accessories  and  on  roaming  revenues  received when Sprint PCS
customers  from  a  different territory make a wireless call on our PCS network.

     Through  December  31,  2000,  we  have  made  $194.1  million  of  capital
expenditures  related to the build-out of our PCS network.  We were able to open
the network for a portion of our territory for roaming coverage along Interstate
85  between Atlanta, Georgia and Charlotte, North Carolina in November 1999.  In
the  three months ended March 31, 2000, we launched commercial PCS operations in
the  Greenville-Spartanburg,  Anderson  and Myrtle Beach, South Carolina markets
and  the Hickory, Asheville, Wilmington and Rocky Mount, North Carolina markets.
In  the  three months ended June 30, 2000, we launched commercial PCS operations
in  the  Charleston,  Columbia and Florence, South Carolina markets, the Augusta
and  Savannah,  Georgia  markets  and  the  Goldsboro,  Jacksonville,  New Bern,
Orangeburg,  Roanoke  Rapids  and Greenville-Washington, North Carolina markets.
In  the  three  months  ended  September  30,  2000,  we launched commercial PCS
operations  in  the  Greenwood  and Sumter, South Carolina markets and the Outer
Banks,  North  Carolina  market.  At  December  31, 2000, our Sprint PCS network
covered  5.6  million  of  the 7.1 million residents in our Sprint PCS territory
based  on  2000  U.S.  Census  Department  data.

RESULTS  OF  OPERATIONS

     FOR  THE  THREE MONTHS ENDED DECEMBER 31, 2000 COMPARED TO THE THREE MONTHS
ENDED  DECEMBER  31,  1999:

Customer  Additions

     At  December  31,  2000,  we  provided  personal  communication services to
103,440  customers, a net increase of 46,751 during the three months then ended,
resulting  from  the  commercial  launch of 21 markets in the fiscal  year 2000.
At  December  31,  1999,  we  had  no  customers.

Average  Revenue  Per  User  (ARPU)

     An  important  operating metric in the wireless industry is Average Revenue
Per  User  (ARPU)  which  summarizes  the  average  monthly  service revenue per
customer, net of an allowance for doubtful accounts.  For the three months ended
December  31,  2000, our ARPU was $54.  At December 31, 1999, the Company had no
customers.

Revenues

     Service revenue and equipment revenue were $12.3 million and  $2.3 million,
respectively, for the three months ended December 31, 2000.  These revenues were
the  result  of launching commercial operations in 21 markets during fiscal year
2000  and  the  related  growth  in  customers.

 Service  revenue  consists  of monthly recurring access and feature charges and
monthly  non-recurring  charges  for  local,  long  distance, travel and roaming
airtime usage in excess of the pre-subscribed usage plan.   Equipment revenue is
derived  from  the  sale  of  handsets  and accessories, net of an allowance for
returns.  Our  handset  return  policy allows customers to return their handsets
for a full refund within 14 days of purchase.  When handsets are returned to us,
we may be able to reissue the handsets to customers at little additional cost to
us.  However,  when  handsets  are  returned  to Sprint PCS for refurbishing, we
receive  a  credit  from Sprint PCS, which is less than the amount we originally
paid  for  the  handset.

 Roaming  revenue  of  $7.4  million  was recorded during the three months ended
December  31,  2000 compared to $0.1 million for the three months ended December
31, 1999, an increase of $7.3 million.  We receive Sprint PCS roaming revenue at
a  per-minute  rate  from Sprint PCS or another Sprint PCS affiliate when Sprint
PCS  subscribers  outside  of  our  territory  use our network.  We also receive
non-Sprint  PCS  roaming  revenue  when  subscribers  of  other wireless service
providers  roam  on  our  network.

Cost  of  Service  and  Roaming

     The  cost  of  service  and  roaming was $15.9 million for the three months
ended  December  31,  2000  compared  to $2.9 million for the three months ended
December  31,  1999,  an  increase of $13.0 million.  Cost of service represents
network  operating  costs  (including  salaries,  cell site lease payments, fees
related  to  data transfer via T-1 and other transport lines, inter-connect fees
and  other expenses related to network operations), roaming expense when AirGate
customers  place  calls on other third party networks or a portion of the Sprint
PCS  network  not  owned by AirGate, back-office services provided by Sprint PCS
such  as  customer  care  and billing, long distance expense relating to inbound
roaming  revenue and the 8% of collected service revenue representing the Sprint
PCS affiliation fee.  The Sprint PCS affiliation fee totaled $1.0 million in the
three  months  ended  December  31,  2000.  At  December 31, 1999, the Company's
network  consisted  of  104 active cell sites and two switches.  At December 31,
2000,  the  Company's  network  was built-out to 598 active cell sites and three
switches.  There  were  approximately 64 employees performing network operations
functions  at  December  31, 2000 compared to 23 employees at December 31, 1999.

Cost  of  Equipment

      Cost of equipment was $5.1 million for the three months ended December 31,
2000.  We  had not launched commercial operations as of December 31, 1999.  Cost
of  equipment  includes  the cost of handsets and accessories sold to customers.
The  cost  of  handsets  exceeds  the  price  received from customers because we
subsidize  the  price  of  handsets  to  remain  competitive in the marketplace.

Selling  and  Marketing

     We  incurred  expenses  of  $16.7  million  during  the  three months ended
December 31, 2000 for selling and marketing costs.  These amounts include retail
store  costs  such  as  salaries and rent in addition to promotion, advertising,
commission costs, and handset subsidies on units sold by third parties for which
we do not record revenue.  These handsets subsidies totaled $3.3 million for the
three  month  ended  December  31,  2000.  At  December  31,  2000,  there  were
approximately 264 employees performing sales and marketing functions compared to
58  employees  at  December 31, 1999.   The three months ended December 31, 2000
includes  the  traditionally  heavy  holiday  selling  season (see "Seasonality"
below).

General  and  Administrative

     For  the  three  months  ended  December  31, 2000, we incurred general and
administrative  expenses  of $4.7 million compared to $1.5 million for the three
months  ended  December  31, 1999, an increase of $3.2 million.  The increase is
primarily  comprised of professional fees and compensation and benefits relating
to  growth  in  the  number  of employees.  Of the 372 employees at December 31,
2000,  approximately  44  employees  were performing corporate support functions
compared  to  23  employees  as  of  December  31,  1999.

Noncash  Stock  Option  Compensation

     Noncash  stock  option  compensation expense was $0.3 million for the three
months  ended  December  31, 2000, compared to $0.4 million for the three months
ended  December  31,  1999,  a decrease of $0.1 million. The decrease relates to
forfeited  stock  options from terminated employees.  We apply the provisions of
APB  Opinion  No.  25  and  related  interpretations in accounting for our stock
option  plan.  Unearned stock option compensation is recorded for the difference
between  the exercise price and the fair market value of our common stock at the
date  of grant and is recognized as noncash stock option compensation expense in
the  period  in  which  the  related  services  are  rendered.

Depreciation  and  Amortization

     For the three months ended December 31, 2000, depreciation and amortization
expense  increased $6.2 million to $6.7 million compared to $0.5 million for the
three  months  ended  December  31,  1999.  The  increase  in  depreciation  and
amortization  expense relates primarily to the completion of our initial network
build-out  during fiscal year 2000.  Depreciation and amortization will continue
to  increase  modestly  as  additional  portions  of our network are placed into
service.  We  incurred capital expenditures of $10.6 million in the three months
ended  December  31,  2000 related to the continued build-out of our PCS network
which  included  approximately  $0.8 million of capitalized interest compared to
capital  expenditures  of $33.9 million and capitalized interest of $1.6 million
in  three  months  ended  December  31,  1999.

Interest  Income

     For  the  three  months  ended  December 31, 2000, interest income was $1.3
million compared to $3.5 million for the three months ended December 31, 1999, a
decrease  of  $2.2 million.  The three months ended December 31, 1999 had higher
cash and cash equivalent balances as proceeds from our September 1999 equity and
debt  offerings  was  just  beginning  to  be used.  As capital expenditures are
required  to  complete  the build-out of our PCS network and working capital and
operating  losses  are  funded,  decreasing  cash  balances will result in lower
interest  income  for  the  remainder  of  fiscal  2001.

Interest  Expense

     For  the  three  months  ended December 31, 2000, interest expense was $7.7
million,  an  increase  of $0.7 million from the three months ended December 31,
1999.  The  increase  is  primarily  attributable  to  increased debt related to
accreted  interest  on  the  senior  subordinated  discount  notes and increased
borrowings  under the Lucent Financing partially offset by lower commitment fees
on  undrawn balances of the Lucent Financing and lower capitalized interest.  We
had borrowings of $229.1 million at December 31, 2000 compared to $180.7 million
at  September  30,  2000  and  $163.5  million  at  December  31,  1999.


Net  Loss

     For  the  three  months  ended  December  31,  2000, the net loss was $33.9
million,  an  increase  of $24.1 million over a net loss of $9.8 million for the
three  months  ended  December  31,  1999.

LIQUIDITY  AND  CAPITAL  RESOURCES

     At  December  31,  2000,  the  Company  had  $52.5 million in cash and cash
equivalents, compared to $58.4 million in cash and cash equivalents at September
30,  2000.  Working  capital  was $48.0 million at December 31, 2000 compared to
working  capital  of  $36.6  million  at  September  30,  2000.

Net  Cash  Used  In  Operating  Activities

     The  $22.6 million of cash used in operating activities in the three months
ended  December  31, 2000 was the result of our $33.9 million net loss and a net
$3.6  million  of  cash  used in changes in working capital and other assets and
liabilities  being  partially  offset  by  $14.7  million  of  depreciation,
amortization  of  note  discounts,  amortization  of financing costs and noncash
stock  option  compensation.

Net  Cash  Used  in  Investing  Activities

     The  $25.9  million  of  cash  used in investing activities represents cash
outlays  for  capital  expenditures  during  the three months ended December 31,
2000.  We incurred a total of $10.6 million of capital expenditures in the three
months  ended  December  31, 2000.  Further, cash payments of $15.3 million were
made  for equipment purchases made through accounts payable and accrued expenses
at  September  30,  2000.

Net  Cash  Used  In  Financing  Activities

     The  $42.5  million  in cash provided by financing activities for the three
months  ended December 31, 2000 consisted of a $42.0 million borrowing under the
Lucent  Financing  and  $0.5  million  of proceeds received from the exercise of
options  to  purchase  common  stock  by  employees.

Liquidity

     We  closed  our  offerings of equity and debt funding on September 30, 1999
with net proceeds of $269.9 million.  The senior subordinated discount notes due
2009  will  require  cash  payments  of  interest  beginning  on  April 1, 2005.

     Our  $153.5  million  credit  agreement  with  Lucent  provides for a $13.5
million  senior  secured  term  loan which matures on June 6, 2007, which is the
first installment of the loan, or tranche I.  The second installment, or tranche
II,  under  the  credit  agreement  with  Lucent  is for a $140.0 million senior
secured  term  loan  which  matures on September 30, 2008.  The credit agreement
requires  us to make quarterly payments of principal beginning December 31, 2002
for tranche I and March 31, 2004 for tranche II initially in the amount of 3.75%
of  the  loan  balance  then  outstanding  and  increasing thereafter.  With the
borrowing  of  at  least  30%  of  the tranche II term loan, or $42 million, the
commitment  fee  on unused borrowings decreases to 1.50%, payable quarterly.  As
of December 31, 2000, $98 million remained undrawn on our financing from Lucent.
Our  obligations  under the credit agreement are  secured by all of our  assets.
We expect that cash and cash equivalents together with future advances under the
financing from Lucent will fund our capital expenditures and our working capital
requirements  through  fiscal  2002  at  which  time  we  anticipate  we will be
operational  cash  flow positive.  If any corporate development event such as an
acquisition  is  effected,  additional debt and/or equity capital may be needed.
The  financing with Lucent is subject to certain restrictive covenants including
maintaining  certain  financial  ratios,  reaching defined subscriber growth and
network  covered  population  goals,  and  limiting annual capital expenditures.
Further,  the  credit  facility restricts the payment of dividends on our common
stock.  As  of  December 31, 2000, management believes that we are in compliance
with  all  covenants  governing  our  financing  from  Lucent.

SEASONALITY

     Our  business  is  subject  to seasonality because the wireless industry is
heavily dependent on fourth calendar quarter results (our fiscal first quarter).
Among  other  things,  the  industry  relies  on  significantly  higher customer
additions  and  handset  sales in the fourth calendar quarter as compared to the
other  three  calendar  quarters.  A number of factors contribute to this trend,
including: the increasing use of retail distribution, which is heavily dependent
upon the year-end holiday shopping season; the timing of new product and service
announcements  and  introductions; competitive pricing pressures; and aggressive
marketing  and  promotions.  The  increased level of activity requires a greater
use  of  our  available  financial  resources  during  this  period.

INFLATION

     Management  believes  that  inflation  has  not  had,  and  does not expect
inflation  to  have,  a  material  adverse  effect on our results of operations.


       ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     For  the  three  months  ended December 31, 2000, we did not experience any
material  change  in  market  risk  exposures  that  affect the quantitative and
qualitative  disclosures  presented  in the Company's Annual Report on Form 10-K
for  the  year  ended  September  30,  2000.

     In  the  normal  course of business, our operations are exposed to interest
rate  risk  on  our financing from Lucent and any future financing requirements.
Our  fixed  rate  debt  consists primarily of the accreted carrying value of the
senior  subordinated  discount  notes ($183.9 million at December 31, 2000). Our
variable rate debt consists of borrowings made under the Lucent Financing ($55.5
million at December 31, 2000).   Our primary interest rate risk exposures relate
to  (i)  the  interest  rate  on  our financing form Lucent; (ii) our ability to
refinance  its  senior  subordinated discount notes at maturity at market rates;
and  (iii) the impact of interest rate movements on our ability to meet interest
expense  requirements  and  financial  covenants  under  our  debt  instruments.

     We  manage the interest rate risk on our outstanding long-term debt through
the use of fixed and variable rate debt and expect in the future to use interest
rate  swaps.  While  we cannot predict our ability to refinance existing debt or
the  impact  interest rate movements will have on our existing debt, we continue
to  evaluate  our  interest  rate  risk  on  an  ongoing  basis.


                           PART II.  OTHER INFORMATION


ITEM  2.  CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

     On  September 30, 1999, we completed the concurrent offerings of equity and
debt  funding  with  total net proceeds of approximately $269.9 million.  In the
period from September 30, 1999 to December 31, 2000, we have used $178.3 million
to  fund  capital  expenditures relating to the build-out of our PCS network and
$7.7  million  to  repay  indebtedness.

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

     The  company  submitted  to  a  vote  of  its  stockholders of record as of
December 11, 2000, through a solicitation by proxy, the election of two Class II
directors and the approval of an employee stock purchase plan which is qualified
under  Section  423  of  the  Internal  Revenue  Code of 1986.  The matters were
submitted  for a vote at our Annual Meeting of Stockholders on January 30, 2001.
A  total  of  10,821,514  shares  were  represented  by  proxy  at  the meeting,
representing  84.2%  of the 12,846,526 shares eligible to vote.  With respect to
the  election  of  two Class II directors, of the shares represented, 10,739,334
were  voted  in  favor of the election of Robert A. Ferchat to serve as director
for a new three year term, 82,180 shares were withheld and 10,540,805 were voted
in  favor of the election of John R. Dillon to serve as director for a new three
year  term,  280,709  shares  were withheld.  With respect to the approval of an
employee  stock  purchase  plan  which  is  qualified  under  Section 423 of the
Internal  Revenue Code of 1986, of the shares represented, 10,813,152 were voted
in  favor of the AirGate PCS, Inc. 2001 Employee Stock Purchase Plan, 3,342 were
voted against the proposal and 5,020 votes were abstentions and broker no-votes.



ITEM  5.  OTHER  INFORMATION


INVESTMENT  CONSIDERATIONS

The  following  investment  considerations  update the investment considerations
contained  in  our  Annual  Report on Form 10-K for the year ended September 30,
2000.


RISKS  PARTICULAR  TO  AIRGATE  PCS

The  termination  of  our  affiliation with Sprint PCS or Sprint PCS' failure to
perform its obligations under our agreements would severely restrict our ability
to  conduct  our  business

          Our  ability  to  offer  Sprint  PCS products and services and our PCS
network's operation are dependent on our Sprint PCS agreements being renewed and
not  terminated.  Each  of  these agreements can be terminated for breach of any
material  terms.  We  are  dependent  on  Sprint  PCS'  ability  to  perform its
obligations  under the Sprint PCS agreements.  The non-renewal or termination of
any  of  the  Sprint  PCS agreements or the failure of Sprint PCS to perform its
obligations  under the Sprint PCS agreements would severely restrict our ability
to  conduct  our  business.

We  may  not  receive  as  much Sprint PCS roaming revenue in the future because
Sprint  PCS  can  change  the  rate we receive or fewer people may travel in our
network  area

     We  are  paid  a  fee  from  Sprint  PCS for every minute that a Sprint PCS
subscriber  based  outside  of  our territory uses our network; we refer to such
fees as roaming revenue.  Similarly, we pay a fee to Sprint PCS for every minute
that  our  customers use the Sprint PCS network outside of our markets; we refer
to  such  fees  as roaming fees.  For calendar 2001, Sprint PCS has set the base
roaming  rate  at  $0.20  per  minute,  the  same rate utilized in 2000. Roaming
revenue  will  continue to represent a substantial portion of our revenue in the
near  future.  Under  our  agreements with Sprint PCS, Sprint PCS can change the
fee  we  receive  for  each  Sprint  PCS  roaming minute or pay for each roaming
minute.  The  change  by  Sprint  PCS  in  the roaming revenue we are paid could
substantially  decrease our revenues and net income.  In addition, our customers
may spend more time in other Sprint PCS coverage areas than Sprint PCS customers
from  outside  our Sprint PCS territory spend in our Sprint PCS territory or may
not  use  our services.  As a result, we may not receive a substantial amount of
Sprint  PCS  roaming  revenue or we may have to pay more Sprint PCS roaming fees
than  the  roaming  revenue  we  collect.

If  Sprint PCS does not complete the construction of its nationwide PCS network,
we  may  not  be  able  to  attract  and  retain  customers

     Sprint  PCS' network may not provide nationwide coverage to the same extent
as  its  competitors,  which  could  adversely affect our ability to attract and
retain  customers.  Sprint  PCS is creating a nationwide PCS network through its
own  construction  efforts  and  those  of its affiliates.  Today, Sprint PCS is
still  constructing  its  nationwide  network  and  does not offer PCS services,
either  on  its  own network or through its roaming agreements, in every city in
the  United  States.  Sprint PCS has entered into affiliation agreements similar
to  ours  with  companies  in  other  territories pursuant to its nationwide PCS
build-out  strategy.  Our  results  of  operations  are dependent on Sprint PCS'
national  network  and,  to  a  lesser  extent,  on  the  networks  of its other
affiliates.  Sprint  PCS  and  its  affiliate  program  are  subject, to varying
degrees, to the economic, administrative, logistical, regulatory and other risks
described  in  other  risk  factors  contained  below. Sprint PCS' and its other
affiliates'  PCS  operations  may  not  be  successful.

We  have  a  limited  operating history and if we do not successfully manage our
anticipated  rapid  growth,  our operating performance may be adversely impacted

     We  launched  commercial  operations  in  January  2000  and have grown our
employee base to 372 employees as of December 31, 2000. Our performance as a PCS
provider  depends  on  our  ability  to implement operational and administrative
systems, including the training and management of our engineering, marketing and
sales  personnel.  These  activities  are  expected  to  place  demands  on  our
managerial,  operational  and  financial  resources.

The  inability  to use Sprint PCS' back-office services and third party vendors'
back-  office  systems  could  disrupt  our  business

     Our  operations  could be disrupted if Sprint PCS is unable to maintain and
expand  its  back  office  services  such  as  customer  activation, billing and
customer  care,  or  to efficiently outsource those services and systems through
third party vendors.  The rapid expansion of Sprint PCS' business is expected to
continue  to  pose  a  significant  challenge  to  its internal support systems.
Additionally,  Sprint  PCS  has  relied on third-party vendors for a significant
number of important functions and components of its internal support systems and
may  continue  to rely on these vendors in the future.  We depend on Sprint PCS'
willingness  to  continue  to  offer  such  services  to us and to provide these
services at competitive costs. Our Sprint PCS agreements provide that, upon nine
months' prior written notice, Sprint PCS may elect to terminate any such service
beginning  January 1, 2002. If Sprint PCS terminates a service for which we have
not developed a cost-effective alternative, our operating costs may increase and
may  restrict  our  ability  to  operate  successfully.

We  have  substantial  debt  that we may not be able to service and a failure to
service  our  debt  may  result  in  our  lenders  controlling  our  assets

     Our  substantial  debt will have a number of important consequences for our
operations  and  our  investors,  including  the  following:

-     we  will  have  to  dedicate  a  substantial portion of any cash flow from
operations to the payment of interest on, and principal of, our debt, which will
reduce  funds  available  for  other  purposes;

-     we  have  a fully-financed business plan, but we may not be able to obtain
additional  financing  for currently unanticipated capital requirements, capital
expenditures,  working  capital  requirements  and  other  corporate  purposes;
-     some of our debt, including our financing from Lucent, will be at variable
rates of interest, which could result in higher interest expense in the event of
increases  in  market  interest  rates;  and

-     due  to  the  liens  on substantially all of our assets and the pledges of
stock  of  our  existing and future subsidiaries that secure our senior debt and
our  senior  subordinated  discount  notes,  lenders  or  holders  of our senior
subordinated  discount  notes may control our assets or our subsidiaries' assets
in  the  event  of  a  default.

     As  of  December  31,  2000,  our outstanding long-term debt totaled $229.1
million.  Under  our  current  business  plan,  we  expect  to incur substantial
additional  debt  before achieving break-even operating cash flow.  Accordingly,
we  will  utilize  some  portion, if not all, of the $98.0 million of additional
available  borrowings  under  our  financing  from  Lucent.

If  we  do  not  meet  all of the conditions required under our Lucent financing
documents,  we  may  not  be  able  to  draw down all of the funds we anticipate
receiving  from  Lucent and may not be able to fund operating losses and working
capital  needs

     As  of  December  31, 2000, we had borrowed $55.5 million from Lucent.  The
remaining  $98.0  million, a portion of which we expect to borrow in the future,
is  subject  to  our  meeting  all  of the conditions specified in the financing
documents  and,  in  addition,  is subject at each funding date to the following
conditions:

-     that the representations and warranties in the loan documents are true and
correct;  and

-     the  absence  of  a  default  under  our  loan  documents.

     If  we  do  not  meet these conditions at each funding date, Lucent may not
lend  any or all of the remaining amounts, and if other sources of funds are not
available,  we  may not be in a position to meet the operating cash needs of our
business.

We  may  have  difficulty in obtaining subscriber equipment required in order to
attract  customers

     We  depend  on  equipment  vendors  for  an  adequate  supply of subscriber
equipment,  including  handsets.  If  the  supply  of  subscriber  equipment  is
inadequate  or  delayed,  we  may  have  difficulty  in  attracting  customers.


Conflicts with Sprint PCS may not be resolved in our favor, which could restrict
our  ability to manage our business and provide Sprint PCS products and services

     Conflicts between us and Sprint PCS may arise and their resolution may harm
our business. For example, Sprint PCS prices its national plans based on its own
objectives  and  could  set price levels that may not be economically sufficient
for  our  business. In addition, upon expiration, Sprint PCS could decide to not
renew  the  Sprint PCS agreements which would not be in our best interest or the
interest  of  our stockholders. There may be other conflicts such as the setting
of  the  price  we  pay  for  back  office services and the focus of Sprint PCS'
management  and  resources.

If we fail to pay our debt, our lenders have the option of  selling our loans to
Sprint  PCS,  giving Sprint PCS certain rights of a creditor to foreclose on our
assets

     Sprint  PCS  has  contractual  rights,  triggered by an acceleration of the
maturity of our financing from Lucent, pursuant to which Sprint PCS may purchase
our  obligations to Lucent under the financing and obtain the rights of a senior
lender.  To  the  extent  Sprint  PCS  purchases  these obligations, Sprint PCS'
interests as a creditor could conflict with ours. Sprint PCS' rights as a senior
lender  would  enable  it  to  exercise  rights  with  respect to our assets and
continuing  relationship  with  Sprint  PCS  in a manner not otherwise permitted
under  our  Sprint  PCS  agreements.

Certain  provisions of our agreements with Sprint PCS may diminish the valuation
of  our  company

     Provisions  of  our Sprint PCS agreements could affect the valuation of our
company,  thereby,  among  other  things,  reducing  the  market  prices  of our
securities  and  decreasing our ability to raise additional capital necessary to
complete  our  network build-out.  Under our agreements with Sprint PCS, subject
to  the  requirements  of  applicable  law,  there are circumstances under which
Sprint  PCS  may  purchase  our operating assets or capital stock for 72% of the
"entire  business  value" of our company, as defined in our management agreement
with  Sprint PCS.  In addition, Sprint PCS must approve any change of control of
our  ownership  and consent to any assignment of our agreements with Sprint PCS.
Sprint  PCS  also has been granted a right of first refusal if we decide to sell
our  operating  assets.  We  are also subject to a number of restrictions on the
transfer of our business including the prohibition on selling our company or our
operating  assets  to  a  number  of  identified  and  as  yet  to be identified
competitors of Sprint PCS or Sprint.  These and other restrictions in our Sprint
PCS  agreements may limit the saleability and/or reduce the value a buyer may be
willing  to  pay for our business and may operate to reduce the "entire business
value"  of  our  company.

We  may not be able to compete with larger, more established businesses offering
similar  products  and  services

     Our  ability  to compete depends, in part, on our ability to anticipate and
respond  to  various  competitive  factors  affecting  the  telecommunications
industry,  including  new  services  that may be introduced, changes in consumer
preferences,  demographic  trends,  economic  conditions  and  discount  pricing
strategies  by competitors. We compete in our territory with at least four other
wireless  service  providers,  each of which have an infrastructure in place and
have  been  operational  for  a number of years. They have significantly greater
financial  and  technical  resources  than we do, could offer attractive pricing
options and may have a wider variety of handset options. We expect that existing
cellular  providers  will  upgrade  their  systems and provide expanded, digital
services  to  compete  with  the Sprint PCS products and services that we offer.
These  wireless  providers  require  their  customers  to  enter  into long-term
contracts,  which  may  make  it more difficult for us to attract customers away
from  them.  Sprint  PCS  generally does not require its customers to enter into
long-term  contracts,  which  may make it easier for other wireless providers to
attract  Sprint PCS customers away from Sprint PCS. We also compete with several
PCS  providers  and  other  existing  communications companies in our Sprint PCS
territory.  A  number  of  our  cellular and PCS competitors have access to more
licensed  spectrum  than  the  10  MHz  licensed to Sprint PCS in our Sprint PCS
territory.  In  addition,  any  competitive  difficulties  that  Sprint  PCS may
experience  could  also  harm  our  competitive  position  and  success.

The  technology  we  use  has  limitations  and  could  become  obsolete

     We employ digital wireless communications technology selected by Sprint PCS
for its network. Code division multiple access, CDMA, technology is a relatively
new  technology.  CDMA may not provide the advantages expected by Sprint PCS. If
another  technology  becomes  the  preferred  industry  standard, we may be at a
competitive  disadvantage  and  competitive  pressures may require Sprint PCS to
change  its digital technology which, in turn, may require us to make changes at
substantially  increased  costs. We may not be able to respond to such pressures
and  implement  new  technology  on  a  timely  basis, or at an acceptable cost.

If Sprint PCS customers are not able to roam instantaneously or efficiently onto
other  wireless  networks,  prospective  customers  could  be  deterred  from
subscribing  for  our  Sprint  PCS  services

     The  Sprint  PCS  network operates at a different frequency and uses or may
use  a different technology than many analog cellular and other digital systems.
To  access  another  provider's analog cellular or digital system outside of the
Sprint  PCS  network,  a  Sprint  PCS  customer  is  required  to  utilize  a
dual-band/dual-mode  handset  compatible with that provider's system. Generally,
because  dual-band/dual-mode  handsets  incorporate  two radios rather than one,
they  are more expensive and are larger and heavier than single-band/single-mode
handsets.  The  Sprint  PCS network does not allow for call hand-off between the
Sprint  PCS  network  and another wireless network, thus requiring a customer to
end  a  call  in  progress  and  initiate a new call when leaving the Sprint PCS
network  and  entering another wireless network. In addition, the quality of the
service provided by a network provider during a roaming call may not approximate
the  quality  of the service provided by Sprint PCS. The price of a roaming call
may  not  be  competitive  with  prices  of other wireless companies for roaming
calls,  and  Sprint  PCS  customers  may  not be able to use Sprint PCS advanced
features,  such  as  voicemail  notification,  while  roaming.

Our  territory has limited licensed spectrum, and this may affect the quality of
our  service,  which  could  impair  our  ability to attract or retain customers

     Sprint  PCS  has licenses covering 10 MHz in our territory.  In the future,
as  our  customers  in  those  areas  increase  in number, this limited licensed
spectrum may not be able to accommodate increases in call volume and may lead to
increased  dropped  calls  and may limit our ability to offer enhanced services.

Non-renewal  or  revocation  by  the  FCC  of  the  Sprint  PCS  licenses  would
significantly  harm  our  business

     PCS licenses are subject to renewal and revocation. Sprint PCS' licenses in
our  territory  will  expire  in 2007 but may be renewed for additional ten year
terms.  There  may  be  opposition to renewal of Sprint PCS' licenses upon their
expiration  and  the Sprint PCS licenses may not be renewed. The FCC has adopted
specific  standards  to  apply to PCS license renewals. Failure by Sprint PCS to
comply  with  these  standards  in  our  territory  could  cause  revocation  or
forfeiture  of  the  Sprint  PCS licenses for our territory or the imposition of
fines  on  Sprint  PCS  by  the  FCC.

If  we lose the right to install our equipment on wireless towers owned by other
carriers  or  fail  to obtain zoning approval for our cell sites, we may have to
rebuild  our  network

     More  than  99%  of our cell sites are co-located on facilities shared with
one  or  more  wireless providers.  We co-locate a large portion of our sites on
facilities  that  are  owned  by  only  a  few  tower  companies.  If our master
collocation  agreements  with one of those tower companies were to terminate, or
if  one  of  those tower companies were otherwise not able to support our use of
its  tower  sites,  we  would  have  to find new sites, and if the equipment had
already  been  installed,  we might have to rebuild that portion of our network.
Some  of  the  cell sites are likely to require us to obtain zoning variances or
other  local governmental or third party approvals or permits.  We may also have
to make changes to our radio frequency design as a result of difficulties in the
site  acquisition  process.

The loss of the officers and skilled employees who we depend upon to operate our
business  could  reduce  our  ability  to offer Sprint PCS products and services

     The  loss  of  one  or  more key officers could impair our ability to offer
Sprint  PCS  products and services. Our business is managed by a small number of
executive officers. We believe that our future success will also depend in large
part  on  our continued ability to attract and retain highly qualified technical
and  management  personnel.  We  believe  that  there is and will continue to be
intense  competition  for  qualified personnel in the PCS equipment and services
industry  as  the  PCS  market continues to develop. We may not be successful in
retaining  our  key  personnel  or  in  attracting  and  retaining  other highly
qualified  technical  and management personnel. We currently have "key man" life
insurance  for  our  chief  executive  officer.

We may not achieve or sustain operating profitability or positive cash flow from
operating  activities

     We expect to incur significant operating losses and to generate significant
negative  cash flow from operating activities until the second quarter of fiscal
year  2002 while we develop and construct our PCS network and build our customer
base.  Our  operating  profitability  will  depend upon many factors, including,
among  others,  our ability to market our services, achieve our projected market
penetration  and  manage  customer  turnover  rates.  If  we  do not achieve and
maintain  operating  profitability  and  positive  cash  flow  from  operating
activities  on  a  timely  basis,  we  may  not be able to meet our debt service
requirements.

Unauthorized  use  of  our  Sprint  PCS  network  could  disrupt  our  business

     We  will likely incur costs associated with the unauthorized use of our PCS
network,  including  administrative and capital costs associated with detecting,
monitoring  and  reducing  the incidence of fraud. Fraud impacts interconnection
costs, capacity costs, administrative costs, fraud prevention costs and payments
to  other  carriers  for  unbillable  fraudulent  roaming.

Our  agreements with Sprint PCS, our certificate of incorporation and our bylaws
include  provisions  that  may discourage, delay and/or restrict any sale of our
operating  assets  or common stock to the possible detriment of our stockholders

     Our  agreements  with Sprint PCS restrict our ability to sell our operating
assets  and common stock. Generally, Sprint PCS must approve a change of control
of  our  ownership  and  consent to any assignment of our agreements with Sprint
PCS.  The  agreements also give Sprint PCS a right of first refusal if we decide
to  sell  our operating assets to a third party. These restrictions, among other
things, could discourage, delay or make more difficult any sale of our operating
assets  or  common stock. This could have a material adverse effect on the value
of  our common stock and could reduce the price of our company in the event of a
sale.  Provisions  of  our  certificate  of  incorporation and bylaws could also
operate  to  discourage, delay or make more difficult a change in control of our
company.  Our  certificate  of  incorporation,  which  contains  a  provision
acknowledging  the  terms  under  the  management  agreement  and  a consent and
agreement  pursuant  to  which Sprint PCS may buy our operating assets, has been
duly  authorized  and  approved  by our board of directors and our stockholders.
This  provision  is intended to permit the sale of our operating assets pursuant
to  the  terms  of  the management agreement or a consent and agreement with our
lenders  without  further  stockholder  approval.

INDUSTRY  RISKS

Wireless service providers generally experience a high rate of customer turnover
which  would  increase  our  costs  of  operations  and  reduce  our  revenue

     Our  strategy to reduce customer turnover, commonly known as churn, may not
be  successful.  Our average monthly churn (net of 30 day returns) for the three
months  ended  December 31, 2000 was 2.9%.  As a result of customer turnover, we
lose  the  revenue  attributable  to  these  customers and increase the costs of
establishing and growing our customer base. The rate of customer turnover may be
the  result  of  several factors, including network coverage; reliability issues
such  as  blocked  calls,  dropped  calls  and  handset  problems; customer care
concerns;  non-use  of phones; non-use of customer contracts, pricing; and other
competitive  factors.

Wireless  providers  offering services based on lower cost structures may reduce
demand  for  PCS

     Other  wireless  providers  enjoy  economies  of scale that can result in a
lower  cost  structure  for  providing  wireless  services.  Rapid technological
changes  and  improvements  in  the  telecommunications market could lower other
wireless  providers'  cost structures in the future.  These factors could reduce
demand  for  PCS  because  of  competitors'  ability  to  provide other wireless
services  at  a  lower  price.  There  is  also  uncertainty as to the extent of
customer  demand  as  well  as the extent to which airtime and monthly recurring
charges  may  continue  to decline.  As a result, our future prospects, those of
our  industry,  and  the  success  of PCS and other competitive services, remain
uncertain.

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

     Technological advances and industry changes could cause the technology used
on  our  network  to  become  obsolete.  We  may  not be able to respond to such
changes  and  implement  new  technology  on a timely basis, or at an acceptable
cost.

The  wireless  telecommunications  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.

If  we  were  unable to keep pace with these technological changes or changes in
the  telecommunications  market  based  on the effects of consolidation from the
Telecommunications  Act  of  1996  or  from the uncertainty of future government
regulation,  the technology used on our network or our current business strategy
may  become obsolete.  In addition, wireless carriers are seeking to implement a
new  "third generation," or "3G," technology throughout the industry.  There can
be  no  assurance  that we can implement the new 3G technology successfully on a
cost-effective  basis.

Regulation by government agencies may increase our costs of providing service or
require  us  to  change our services, either of which could impair our financial
performance

     The  licensing,  construction,  use,  operation,  sale  and interconnection
arrangements  of  wireless  telecommunications  systems are regulated to varying
degrees  by  the  FCC, the Federal Aviation Administration and, depending on the
jurisdiction,  state  and  local  regulatory  agencies  and  legislative bodies.
Adverse  decisions  regarding  these  regulatory  requirements  could negatively
impact our operations and our cost of doing business.  Our Sprint PCS agreements
reflect  an  affiliation that the parties believe meets the FCC requirements for
licensee  control  of  licensed spectrum.  If the FCC were to determine that our
Sprint  PCS  agreements  need  to  be modified to increase the level of licensee
control,  we  have  agreed with Sprint PCS to use our best efforts to modify the
agreements  as  necessary  to cause the agreements to comply with applicable law
and  to  preserve  to the extent possible the economic arrangements set forth in
the Sprint PCS agreements.  If the Sprint PCS agreements cannot be modified, the
Sprint  PCS  agreements  may  be  terminated  pursuant  to  their  terms.

Use of hand-held phones may pose health risks, which could result in the reduced
use  of  our  services  or  liability  for  personal  injury  claims

MEDIA  REPORTS  HAVE  SUGGESTED  THAT  CERTAIN  RADIO  FREQUENCY  EMISSIONS FROM
WIRELESS  HANDSETS  MAY  BE LINKED TO VARIOUS HEALTH PROBLEMS, INCLUDING CANCER,
AND  MAY  INTERFERE  WITH  VARIOUS ELECTRONIC MEDICAL DEVICES, INCLUDING HEARING
AIDS AND PACEMAKERS.  CONCERNS OVER RADIO FREQUENCY EMISSIONS MAY DISCOURAGE USE
OF  WIRELESS  HANDSETS  OR  EXPOSE  US  TO  POTENTIAL LITIGATION.  ANY RESULTING
DECREASE  IN  DEMAND FOR OUR SERVICES, OR COSTS OF LITIGATION AND DAMAGE AWARDS,
COULD  IMPAIR  OUR  ABILITY  TO  PROFITABLY  OPERATE  OUR  BUSINESS.


ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)     Exhibits

Exhibit
Number     Number  description
------     -------------------

3.1     Amended  and  Restated Certificate of Incorporation of AirGate PCS, Inc.
(Incorporated  by  reference to Exhibit 3.1 to the quarterly report on Form 10-Q
filed  by  the  company  with  the Commission on August 14, 2000 for the quarter
ended  June  30,  2000  (SEC  File  No.000-27455))

3.2     Amended  and  Restated  Bylaws  of  AirGate  PCS,  Inc. (Incorporated by
reference  to  Exhibit  3.2 to the Registration Statement on Form S-1/A filed by
the company with the Commission on June 15, 1999 (SEC File Nos. 333-79189-02 and
333-79189-01))

4.1     Specimen  of common stock certificate of AirGate PCS, Inc. (Incorporated
by reference to Exhibit 4.1 to the Registration Statement on Form S-1/A filed by
the company with the Commission on June 15, 1999 (SEC File Nos. 333-79189-02 and
333-79189-01))

4.2     Form  of  warrant  issued  in units offering (included in Exhibit 10.15)

4.3.1     Form  of  Weiss, Peck and Greer warrants (Incorporated by reference to
Exhibit  4.3  to  the  Registration Statement on Form S-1/A filed by the company
with  the  Commission  on  August  9,  1999  (SEC  File  Nos.  333-79189-02  and
333-79189-01))

4.3.2     Form  of  Lucent Warrants (Incorporated by reference to Exhibit 4.4 to
the  Registration  Statement  on  Form  S-1/A  filed  by  the  company  with the
Commission  on September 17, 1999 (SEC File Nos. 333-79189-02 and 333-79189-01))

4.3.3     Form  of  Indenture  for senior subordinated discount notes (including
form  of  pledge  agreement)  (Incorporated  by  reference to Exhibit 4.5 to the
Registration Statement on Form S-1/A filed by the company with the Commission on
September  23,  1999  (SEC  File  Nos.  333-79189-02  and  333-79189-01))

4.4     Form  of  unit  (included  in  Exhibit  10.15)

10.1.1     Sprint  PCS  Management  Agreement  and Addenda I-III thereto between
SprintCom,  Inc.  and  AirGate  Wireless,  L.L.C.  (Incorporated by reference to
Exhibit  10.1  to  the Registration Statement on Form S-1/A filed by the company
with  the  Commission  on  June  15,  1999  (SEC  File  Nos.  333-79189-02  and
333-79189-01))

10.1.2     Addendum  IV to Sprint PCS Management Agreement dated August 26, 1999
by  and  among  SprintCom,  Inc.,  Sprint  Communications  Company, L.P., Sprint
Spectrum L.P. and AirGate PCS, Inc. (Incorporated by reference to Exhibit 10.1.2
to  the  annual  report on Form 10-K filed by the company with the Commission on
December  18,  2000 for the year ended September 30, 2000. (SEC File No. 27455))

10.1.3     Addendum  V  to Sprint PCS Management Agreement dated May 12, 2000 by
and  among SprintCom, Inc., Sprint Communications Company, L.P. and AirGate PCS,
Inc.  (Incorporated  by reference to Exhibit 10.1.3 to the annual report on Form
10-K  filed by the company with the Commission on December 18, 2000 for the year
ended  September  30,  2000.  (SEC  File  No.  27455))

10.1.4     Addendum VI to Sprint PCS Management Agreement dated December 8, 2000
by  and  among  SprintCom,  Inc.,  Sprint  Communications  Company, L.P., Sprint
Spectrum,  L.P.  and  AirGate  PCS,  Inc.

10.2     Sprint  PCS Services Agreement between Sprint Spectrum L.P. and AirGate
Wireless,  L.L.C. (Incorporated by reference to Exhibit 10.2 to the Registration
Statement  on  Form  S-1/A  filed by the company with the Commission on June 15,
1999  (SEC  File  Nos.  333-79189-02  and  333-79189-01))

10.3     Sprint  Spectrum  Trademark  and  Service  Mark  License  Agreement
(Incorporated by reference to Exhibit 10.3 to the Registration Statement on Form
S-1/A  filed  by the company with the Commission on June 15, 1999 (SEC File Nos.
333-79189-02  and  333-79189-01))

10.4     Sprint  Trademark  and  Service Mark License Agreement (Incorporated by
reference  to  Exhibit 10.4 to the Registration Statement on Form S-1/A filed by
the company with the Commission on June 15, 1999 (SEC File Nos. 333-79189-02 and
333-79189-01))

10.5     Master  Site  Agreement  dated  August  6,  1998  between  AirGate  and
BellSouth  Carolinas  PCS,  L.P.,  BellSouth  Personal  Communications, Inc. and
BellSouth  Mobility  DCS  (Incorporated  by  reference  to  Exhibit  10.5 to the
Registration Statement on Form S-1/A filed by the company with the Commission on
June  15,  1999  (SEC  File  Nos.  333-79189-02  and  333-79189-01))

10.5.1     Notice  to  AirGate  of an assignment of sublease dated September 20,
1999  between  BellSouth  Cellular  Corp.  and  Crown  Castle  South Inc., given
pursuant  to  Section  16(b)  of  the  Master  Site  Agreement. (Incorporated by
reference  to  Exhibit  10.5.1  to  the  annual report on Form 10-K filed by the
company  with  the  Commission on December 18, 2000 for the year ended September
30,  2000.  (SEC  File  No.  27455))

10.5.2     Master  Tower  Space Reservation and License Agreement dated February
19,  1999  between  AGW  Leasing  Company,  Inc.  and  American  Tower,  L.P.
(Incorporated  by  reference to Exhibit 10.5.2 to the annual report on Form 10-K
filed by the company with the Commission on December 18, 2000 for the year ended
September  30,  2000.  (SEC  File  No.  27455))

10.5.3     Master  Antenna  Site  Lease  No.  J50  dated  July  20, 1999 between
Pinnacle  Towers  Inc.  and  AGW Leasing Company.  (Incorporated by reference to
Exhibit  10.5.3  to the annual report on Form 10-K filed by the company with the
Commission on December 18, 2000 for the year ended September 30, 2000. (SEC File
No.  27455))

10.6.1     Compass  Telecom,  L.L.C.  Construction  Management  Agreement
(Incorporated by reference to Exhibit 10.6 to the Registration Statement on Form
S-1/A  filed  by the company with the Commission on June 15, 1999 (SEC File Nos.
333-79189-02  and  333-79189-01))

10.6.2     First  Amendment  to Services Agreement between AirGate PCS, Inc. and
COMPASS  Telecom  Services, L.L.C. dated May 30, 2000 (Incorporated by reference
to  Exhibit  6.2  to the quarterly report on Form 10-Q filed by the company with
the  Commission on August 14, 2000 for the quarter ended June 30, 2000 (SEC File
No.000-27455))

10.7     Commercial  Real  Estate Lease dated August 7, 1998 between AirGate and
Perry  Company  of Columbia, Inc. to lease a warehouse facility (Incorporated by
reference  to  Exhibit 10.7 to the Registration Statement on Form S-1/A filed by
the company with the Commission on July 12, 1999 (SEC File Nos. 333-79189-02 and
333-79189-01))

10.7.1     Lease  Agreement  dated  August  25,  1999  between  Robert W. Bruce,
Camperdown Company, Inc. and AGW Leasing Company, Inc. to lease office/warehouse
space  in  Greenville,  South  Carolina.  (Incorporated  by reference to Exhibit
10.7.1  to  the  annual  report  on  Form  10-K  filed  by  the company with the
Commission on December 18, 2000 for the year ended September 30, 2000. (SEC File
No.  27455))

10.8.1     Form  of  Indemnification  Agreement  (Incorporated  by  reference to
Exhibit  10.8  to  the Registration Statement on Form S-1/A filed by the company
with  the  Commission  on  June  15,  1999  (SEC  File  Nos.  333-79189-02  and
333-79189-01))

10.9     Employment  Agreement  dated  April 9, 1999 by and between AirGate PCS,
Inc.  and  Thomas M. Dougherty (Incorporated by reference to Exhibit 10.9 to the
Registration Statement on Form S-1/A filed by the company with the Commission on
June  15,  1999  (SEC  File  Nos.  333-79189-02  and  333-79189-01))

10.10.1     Form of Executive Employment Agreement (Incorporated by reference to
Exhibit  10.10  to the Registration Statement on Form S-1/A filed by the company
with  the  Commission  on  July  12,  1999  (SEC  File  Nos.  333-79189-02  and
333-79189-01))

10.11         AirGate  PCS,  Inc.  1999  Stock  Option  Plan  (Incorporated  by
reference to Exhibit 99.1 to the Registration Statement on Form S-8 filed by the
company  with  the  Commission  on  April  10,  2000  (SEC  File No. 333-34416))

10.11.1     Form  of  AirGate  PCS,  Inc.  Option  Agreement  (Incorporated  by
reference  to  Exhibit 10.11.1 to the quarterly report on Form 10-Q filed by the
company  with  the  Commission on August 14, 2000 for the quarter ended June 30,
2000  (SEC  File  No.  000-27455))

10.11.2      AirGate  PCS,  Inc.  2001  Non-Executive  Stock  Option  Plan

10.11.3     AirGate  PCS,  Inc.  2001  Employee  Stock  Purchase  Plan

10.12     Credit  Agreement  with Lucent (including form of pledge agreement and
form  of intercreditor agreement) (Incorporated by reference to Exhibit 10.12 to
the  Registration  Statement  on  Form  S-1/A  filed  by  the  company  with the
Commission  on September 17, 1999 (SEC File Nos. 333-79189-02 and 333-79189-01))

10.13     Consent  and  Agreement (Incorporated by reference to Exhibit 10.13 to
the  Registration  Statement  on  Form  S-1/A  filed  by  the  company  with the
Commission  on September 17, 1999 (SEC File Nos. 333-79189-02 and 333-79189-01))

10.14     Assignment  of  Sprint  PCS  Management  Agreement,  Sprint  Spectrum
Services  Agreement  and  Trademark  and  Service  Mark  Agreement  from AirGate
Wireless, L.L.C. to AirGate Wireless, Inc. dated November 20, 1998 (Incorporated
by  reference to Exhibit 10.14 to the Registration Statement on Form S-1/A filed
by the company with the Commission on August 9, 1999 (SEC File Nos. 333-79189-02
and  333-79189-01))

10.15     Form of Warrant for units offering (including from of warrant in units
offering  and  form  of unit) (Incorporated by reference to Exhibit 10.15 to the
Registration Statement on Form S-1/A filed by the company with the Commission on
September  23,  1999  (SEC  File  Nos.  333-79189-02  and  333-79189-01))

10.16     First  Amendment  to  Employment  Agreement  dated  December  20, 1999
between  AirGate PCS, Inc. and Thomas M. Dougherty (Incorporated by reference to
Exhibit 10.16 to the quarterly report on Form 10-Q filed by the company with the
Commission  on  May  15,  2000  for  the  quarter ended March 31, 2000 (SEC File
No.000-27455))

10.17     Retention  Bonus Agreement dated May 4, 2000 between AirGate PCS, Inc.
and  Thomas  M.  Dougherty  (Incorporated  by  reference to Exhibit 10.17 to the
quarterly  report  on  Form 10-Q filed by the company with the Commission on May
15,  2000  for  the  quarter  ended  March  31,  2000  (SEC  File No.000-27455))

21     Subsidiaries  of  AirGate PCS, Inc. (Incorporated by reference to Exhibit
21 to the annual report on Form 10-K filed by the company with the Commission on
December  18,  2000 for the year ended September 30, 2000. (SEC File No. 27455))

27     Financial  Data  Schedule

(b)     Reports  on  Form  8-K

On  November  30,  2000, the Company filed a Current Report on Form 8-K with the
Securities and Exchange Commission that provided information under Item 9 -
Regulation FD Disclosure,  which  is  not  incorporated  by  reference.

On February 8, 2001, the Company filed a Current Report on Form 8-K with the
Securities and Exchange Commission that provided information under Item 9 -
Regulation FD Disclosure, which is not incorporated by reference.


     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  officer  thereunto  duly  authorized.


                                           AirGate  PCS,  Inc.

                                  By:      /s/  Alan  B.  Catherall       _
                                           --------------------------------
                                       Name:    Alan  B.  Catherall
                                     Title:     Chief  Financial  Officer
                                              (Duly  Authorized  Officer)


Date:     February  14,  2001             /s/  Alan  B. Catherall       _
                                          -------------------------------
                                          Alan  B.  Catherall
                                          Chief  Financial  Officer
                                          (Principal  Financial  and
                                           Chief  Accounting  Officer)







</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1.4
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>ADDENDUM VI TO SPRINT PCS MANAGEMENT AGR
<TEXT>



                                  ADDENDUM VI
                                       TO
                         SPRINT PCS MANAGEMENT AGREEMENT

MANAGER:          AirGate  PCS,  Inc.

SERVICE  AREA:          Anderson,  SC  BTA
               Asheville-Henderson,  NC  BTA
               Augusta,  GA  BTA
               Charleston,  SC  BTA
               Columbia,  SC  BTA
               Florence,  SC  BTA
               Goldsboro-Kinston,  NC  BTA
               Greenville-Washington,  NC  BTA
               Greenville-Spartanburg,  SC  BTA
               Greenwood,  SC  BTA
               Hickory-Lenoir-Morgantown,  NC  BTA
               Jacksonville,  NC  BTA
               Myrtle  Beach,  SC  BTA
               New  Bern,  NC  BTA
               Orangeburg,  SC  BTA
               Roanoke  Rapids,  NC  BTA
               Rocky  Mount-Wilson,  NC  BTA
               Savannah,  GA  BTA
               Sumter,  SC  BTA
               Wilmington,  NC  BTA
               Camden  County,  NC
               Currituck  County,  NC
               Dare  County,  NC
               Pasquotank  County,  NC

     This  Addendum  VI (this "Addendum") dated as of December 8, 2000, contains
certain  additional and supplemental terms and provisions to that certain Sprint
PCS Management Agreement entered into as of July 22, 1998 by the same parties as
this  Addendum,  which  Management  Agreement  was further amended by Addendum I
entered  into  as  of  July 22, 1998, and further amended by Addendum II entered
into  as  of  May  24,  1999,  Addendum  III  entered into as of August 2, 1999,
Addendum  IV  entered into as of August 26, 1999, and Addendum V entered into as
of  May  12, 2000.  The terms and provisions of this Addendum control, supersede
and  amend  any  conflicting  terms  and  provisions contained in the Management
Agreement.  Except for express modification made by this Addendum the Management
Agreement  continues  in  full  force  and  effect.

     Capitalized  terms used and not otherwise defined in this Addendum have the
meanings  ascribed  to  them  in  the Management Agreement.  Section and Exhibit
references are to Sections of, and Exhibits to, the Management Agreement, unless
otherwise  noted.

1.     LOCAL  TELEPHONE  EXCHANGE  BUILD-OUT.  Section  12  of Addendum I to the
Management  Agreement  is  deleted  in  its  entirety.

2.     COUNTERPARTS.  This Addendum may be signed in counterparts, each of which
will  be  deemed  an original, but all of which together will constitute one and
the  same  instrument.

IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused this Addendum VI to be
executed  by  their respective authorized officers as of the date and year first
above  written.


SPRINTCOM,  INC.


By: /s/ Thomas E. Mateer
   ----------------------
Thomas  E.  Mateer,
Vice  President  -  Affiliations

SPRINT  SPECTRUM  L.P.


By: /s/ Thomas E. Mateer
    ---------------------
Thomas  E.  Mateer,
Vice  President  -  Affiliations

SPRINT  COMMUNICATIONS  COMPANY  L.P.


By: /s/ Ed Mattix
    ----------------------
Ed  Mattix,
Senior  Vice  President  -  Public  Affairs

AIRGATE  PCS,  INC.


By: /s/ Thomas M. Dougherty
    -----------------------
Thomas  M.  Dougherty
President  and  CEO

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.11.2
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>2001 NON-EXECUTIVE STOCK OPTION PLAN
<TEXT>





                                AIRGATE PCS, INC.
                      2001 NON-EXECUTIVE STOCK OPTION PLAN


        _________________________________________________________________

<PAGE>
                                AIRGATE PCS, INC.
                      2001 NON-EXECUTIVE STOCK OPTION PLAN

                                TABLE OF CONTENTS

ARTICLE  1  PURPOSE     1
1.1     General     1
ARTICLE  2  EFFECTIVE  DATE     1
2.1     Effective  Date     1
ARTICLE  3  DEFINITIONS     1
3.1     Definitions     1
ARTICLE  4  ADMINISTRATION     5
4.1     Administration     5
4.2     Scope  of  Authority     5
4.3     Decisions  Binding     6
ARTICLE  5  SHARES  SUBJECT  TO  THE  PLAN     6
5.1     Number  of  Shares     6
5.2     Replenishment  of  Shares     6
5.3     Source  of  Stock     6
ARTICLE  6  ELIGIBILITY     7
6.1     General     7
ARTICLE  7  STOCK  OPTIONS     7
7.1     General     7
ARTICLE  8  PROVISIONS  APPLICABLE  TO  AWARDS     8
8.1     Limits  on  Transfer     8
8.2     Beneficiaries     8
8.3     Stock  Certificates     8
8.4     Acceleration  for  Any  Reason     9
8.5     Effect  of  Acceleration     9
8.6     Termination  of  Employment     9
ARTICLE  9  CHANGES  IN  CAPITAL  STRUCTURE     9
9.1     General     9
ARTICLE  10  AMENDMENT,  MODIFICATION  AND  TERMINATION     10
10.1     Amendment,  Modification  and  Termination     10
10.2     Awards  Previously  Granted     10
ARTICLE  11  GENERAL  PROVISIONS     10
11.1     No  Rights  to  Awards     10
11.2     No  Stockholder  Rights     10
11.3     Withholding     10
11.4     No  Right  to  Employment     10
11.5     Unfunded  Status  of  Awards     11
11.6     Relationship  to  Other  Benefits     11
11.7     Expenses     11
11.8     Titles  and  Headings     11
11.9     Gender  and  Number     11
11.10     Fractional  Shares     11
11.11     Government  and  Other  Regulations     11
11.12     Governing  Law     11
11.13     Additional  Provisions     11


<PAGE>
                                AIRGATE PCS, INC.
                      2001 NON-EXECUTIVE STOCK OPTION PLAN

                           ARTICLE IARTICLE 1  PURPOSE
                                    ------------------
                                     PURPOSE

     1.1     GENERAL1.1     General.  The purpose of the AirGate PCS, Inc. 2001
              -------
Non-Executive  Stock  Option  Plan  (the  "Plan") is to promote the success, and
enhance the value, of AirGate PCS, Inc. (the "Company"), by linking the personal
interests  of  its  employees  to those of Company stockholders and by providing
such persons with an incentive for outstanding performance.  The Plan is further
intended  to  provide  flexibility  to  the  Company in its ability to motivate,
attract, and retain the services of employees upon whose judgment, interest, and
special  effort  the  successful  conduct  of the Company's operation is largely
dependent.  Accordingly,  the  Plan  permits  the grant of incentive awards from
time to time to selected employees.  The Plan is intended to be a "broadly based
plan" for purposes of Section 4460(i)(A) of the NASD Manual.  No awards shall be
granted  under  the  Plan  to  its  Officers  or  Directors  (as defined below).

                       ARTICLE 2ARTICLE 2  EFFECTIVE DATE
                                -------------------------
                                 EFFECTIVE DATE

     2.1     EFFECTIVE DATE2.1     Effective Date.  The Plan shall be effective
              --------------
as  of  the  date  upon  which it shall be approved by the Board (the "Effective
Date").

                         ARTICLE 3ARTICLE 3  DEFINITIONS
                                  ----------------------
                                   DEFINITIONS

     3.1     DEFINITIONS3.1     Definitions.  When  a word or phrase appears in
              -----------
this  Plan  with the initial letter capitalized, and the word or phrase does not
commence  a  sentence,  the  word or phrase shall generally be given the meaning
ascribed  to  it  in  this  Section or in Section 1.1 unless a clearly different
meaning  is required by the context.  The following words and phrases shall have
the  following  meanings:

     (a)     "Board"  means  the  Board  of  Directors  of  the  Company.

     (b)     "Change  in  Control"  means the occurrence of any of the following
events:

     (i)     individuals  who,  on  the Effective Date, constitute the Board of
Directors  of  the  Company  (the "Incumbent Directors") cease for any reason to
constitute  at least a majority of such Board, provided that any person becoming
a  director  after  the  Effective  Date  and  whose  election or nomination for
election  was  approved  by  a  vote  of  at  least  a majority of the Incumbent
Directors  then  on  the  Board  of  Directors  shall  be an Incumbent Director;
provided,  however,  that  no  individual  initially  elected  or nominated as a
       -   -------
director  of the Company as a result of an actual or threatened election contest
with  respect  to  the  election or removal of directors ("Election Contest") or
other  actual  or threatened solicitation of proxies or consents by or on behalf
of  any  "person" (such term for purposes of this definition being as defined in
Section 3(a)(9) of the Exchange Act and as used in Section 13(d)(3) and 14(d)(2)
of  the  Exchange  Act)  other  than  the  Board of Directors ("Proxy Contest"),
including  by  reason  of any agreement intended to avoid or settle any Election
Contest  or  Proxy  Contest,  shall  be  deemed  an  Incumbent  Director;  or

     (ii)     any person is or becomes a "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of either (i) __% or more
of  the  then-outstanding shares of common stock of the Company ("Company Common
Stock")  or  (ii)  securities  of  the  Company  representing __% or more of the
combined  voting  power of the Company's then outstanding securities eligible to
vote  for the election of directors (the "Company Voting Securities"); provided,
                                                                       --------
however,  that  for  purposes  of this paragraph (b), the following acquisitions
-------
shall  not  constitute a Change of Control: (A) an acquisition directly from the
---
Company,  (B)  an acquisition by the Company or a Subsidiary of the Company, (C)
an  acquisition  by  any  employee  benefit plan (or related trust) sponsored or
maintained  by  the  Company  or  any  Subsidiary  of  the  Company,  or  (D) an
acquisition  pursuant  to  a Non-Qualifying Transaction (as defined in paragraph
(c)  below);  or

     (iii)     the  consummation  of  a  reorganization, merger, consolidation,
statutory  share exchange or similar form of corporate transaction involving the
Company  or  a Subsidiary (a "Reorganization"), or the sale or other disposition
of  all  or  substantially  all  of  the  Company's  assets  (a  "Sale")  or the
acquisition of assets or stock of another corporation (an "Acquisition"), unless
immediately  following  such  Reorganization,  Sale  or  Acquisition: (A) all or
substantially all of the individual and entities who were the beneficial owners,
respectively,  of  the  outstanding Company Common Stock and outstanding Company
Voting  Securities immediately prior to such Reorganization, Sale or Acquisition
beneficially  own,  directly  or indirectly, more than __% of, respectively, the
then  outstanding  shares  of  common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the election of
directors,  as  the  case  may  be,  of  the  corporation  resulting  from  such
Reorganization,  Sale  or  Acquisition  (including,  without  limitation,  a
corporation  which  as  a  result of such transaction owns the Company or all or
substantially  all  of  the Company's assets or stock either directly or through
one or more subsidiaries, the "Surviving Corporation") in substantially the same
proportions  as  their ownership, immediately prior to such Reorganization, Sale
or  Acquisition,  of  the  outstanding  Company Common Stock and the outstanding
Company Voting Securities, as the case may be, and (B) no person (other than (x)
the  Company  or any Subsidiary of the Company, (y) the Surviving Corporation or
its  ultimate  parent  corporation, or (z) any employee benefit plan (or related
trust)  sponsored or maintained by any of the foregoing is the beneficial owner,
directly  or indirectly, of __% or more of the total common stock or __% or more
of the total voting power of the outstanding voting securities eligible to elect
directors  of  the  Surviving  Corporation,  and  (C) at least a majority of the
members  of  the  board of directors of the Surviving Corporation were Incumbent
Directors  at  the  time of the Board's approval of the execution of the initial
agreement  providing  for  such  Reorganization,  Sale  or  Acquisition  (any
Reorganization,  Sale  or  Acquisition  which  satisfies  all  of  the  criteria
specified  in  (A),  (B)  and  (C) above shall be deemed to be a "Non-Qualifying
Transaction");  or

     (iv)     approval  by  the  stockholders  of  the  Company  of  a complete
liquidation  or  dissolution  of  the  Company.

     (c)     "Code"  means  the  Internal Revenue Code of 1986, as amended from
time  to  time.

(d)     "Committee"  means  the  Compensation  Committee  of  the  Board.

(e)     "Company"  means  AirGate  PCS,  Inc.,  a  Delaware  corporation, or its
successor(s).

(f)     "Director"  shall  mean  a  member  of  the  Board  of  Directors of the
Company.

(g)     "Disability"  of a Participant means a physical or mental inability that
causes  the  Participant  to  be considered disabled under the disability income
plan  applicable  to  such Participant, whether or not such Participant actually
receives  such  disability benefits, or in the event there is no such disability
income  plan  applicable  to the Participant, as determined by the Committee.

(h)     "Effective  Date"  has  the  meaning assigned such term in Section 2.1.

(i)     "Eligible  Participant"  means  an  individual who is an employee of the
Company or a Parent or Subsidiary, but who is not an Officer or Director and who
is  not a recipient of options under the Company's 1999 Stock Option Plan or any
subsequent  plan  under  which  stock  options  are  or may be granted to senior
managers  of  the  Company.

(j)     "Fair  Market Value", on any date, means (i) if the Stock is listed on a
securities  exchange  or  traded over the Nasdaq National Market, the average of
the  high  and  low market prices reported in The Wall Street Journal at which a
share of Stock shall have been sold on such day or on the next preceding trading
day  if such date was not a trading day, or (ii) if the Stock is not listed on a
securities  exchange or traded over the Nasdaq National Market, the mean between
the  bid  and offered prices as quoted by Nasdaq for such date, provided that if
it  is  determined  that the fair market value is not properly reflected by such
Nasdaq  quotations, Fair Market Value will be determined by such other method as
the  Committee  determines  in  good  faith  to  be  reasonable.

(k)     "Non-Qualified  Stock  Option"  means  an Option that is not intended to
meet  the  requirements  of  Section  422 of the Code or any successor provision
thereto.

(l)     "NASD"  means  the  National  Association  of  Securities Dealers, Inc.

(m)     "Officer",  when  used as a capitalized term, shall mean an "officer" of
the  Company  as  defined  in  Rule  16a-1(f)  under the 1934 Act (or such other
definition of the term "officer" as the NASD may subsequently adopt for purposes
of  its "broadly based plan" exemption for the shareholder approval requirements
of  Section  4460(i)(A)  of  the  NASD  Manual).

(n)     "Option"  means  a  right  granted  to  a Participant under this Plan to
purchase  Stock  at a specified price during specified time periods.  Any Option
granted  under  the  Plan  shall  be  a  Non-Qualified  Stock  Option.

(o)     "Option  Agreement"  means  any  written  agreement,  contract, or other
instrument  or  document  evidencing  an  Option.

(p)     "Parent"  means a corporation which owns or beneficially owns a majority
of  the  outstanding  voting  stock  or  voting  power  of  the  Company.

(q)     "Participant"  means  a  an Eligible Participant who has been granted an
Option  under  the  Plan.

(r)     "Plan" means the AirGate PCS, Inc. 2001 Non-Executive Stock Option Plan,
as  amended  from  time  to  time.

(s)     "Stock"  means  the  $.01 par value common stock of the Company and such
other  securities  of  the  Company  as may be substituted for Stock pursuant to
Article  9.

(t)     "Subsidiary"  means  any  corporation,  limited  liability  company,
partnership  or other entity of which a majority of the outstanding voting stock
or  voting power is beneficially owned directly or indirectly by the Company.

(u)     "1933  Act"  means  the  Securities Act of 1933, as amended from time to
time.

(v)     "1934  Act"  means  the Securities Exchange Act of 1934, as amended from
time  to  time.

                       ARTICLE 4ARTICLE 4  ADMINISTRATION
                                -------------------------
                                 ADMINISTRATION

     4.1     ADMINISTRATION4.1     Administration.  The  Plan  shall  be
              --------------
administered  by  the  Committee.  Any authority granted to the Committee may be
exercised  by the Board.  In exercising such authority, the Board shall have all
the powers of the Committee hereunder, and any reference herein to the Committee
(other  than  in  this  Section 4.1) shall include the Board.  The Committee may
delegate  its  authority  under this Plan to one or more committees or to senior
managers  of  the  Company,  and  may  authorize  further delegation by any such
committee  to  senior  managers  of  the  Company,  except the right to amend or
terminate  this  Plan.

     4.2     SCOPE OF AUTHORITY4.2     Scope of Authority.  The Committee shall
              ------------------
have  full  power  and  authority  to  administer  this  Plan, to administer and
interpret this Plan and to adopt such rules, regulations, agreements, guidelines
and  instruments  for  the  administration  of  this Plan as the Committee deems
necessary or advisable.  The Committee's powers include, but are not limited to,
the  power  to  do  the  following::

     (a)     Designate  Participants;

(b)     Determine  the  type  or  types  of  Options  to  be  granted  to  each
Participant;

(c)     Determine  the  number of Options to be granted and the number of shares
of  Stock  to  which  an  Option  will  relate;

(d)     Determine the terms and conditions of any Option granted under the Plan,
including  but  not  limited  to,  the  exercise price, grant price, or purchase
price,  any restrictions or limitations on the Option, any schedule for lapse of
forfeiture  restrictions  or  restrictions  on the exercisability of an Option;

(e)     Prescribe the form of each Option Agreement, which need not be identical
for  each  Participant;

(f)     Accelerate  the  vesting, exercisability or lapse of restrictions of any
outstanding  Option,  based in each case on such considerations as the Committee
in  its  sole  discretion  determines;

(g)     Decide  all  other matters that must be determined in connection with an
Option;

(h)     Establish,  adopt  or  revise  any  rules and regulations as it may deem
necessary  or  advisable  to  administer  the  Plan;

(i)     Make  all  other decisions and determinations that may be required under
the  Plan  or  as  the  Committee deems necessary or advisable to administer the
Plan;

(j)     Amend  the  Plan  or  any  Option  Agreement  as  provided  herein; and

(k)     Adopt  such  modifications, procedures, and subplans as may be necessary
or  desirable to comply with provisions of the laws of non-U.S. jurisdictions in
which  the  Company  or any Parent or Subsidiary may operate, in order to assure
the viability of the benefits of Options granted to participants located in such
other  jurisdictions  and  to  meet  the  objectives  of  the  Plan;  and

(l)     Delegate  its general administrative duties under the Plan to an officer
or  employee  or  committee  of  officers  or  employees  of  the  Company.

     4.3.     DECISIONS  BINDING4.3     Decisions  Binding.  The  Committee's
               ------------------
interpretation  of  the  Plan,  any  Options  granted under the Plan, any Option
Agreement  and all decisions and determinations by the Committee with respect to
the  Plan  are  final, binding, and conclusive on all parties.  No member of the
Committee  shall  be  liable  for  any  act  done  in  good  faith.

                 ARTICLE 5ARTICLE 5  SHARES SUBJECT TO THE PLAN
                          -------------------------------------
                           SHARES SUBJECT TO THE PLAN

     5.1.     NUMBER  OF SHARES5.1     Number of Shares.  Subject to adjustment
               -----------------
as provided in Section 9.1, the aggregate number of shares of Stock reserved and
available  for  Options  granted  under  the  Plan  shall  be  150,000.

     5.2.     REPLENISHMENT  OF  SHARES5.2     Replenishment of Shares.  To the
               -------------------------
extent that an Option is canceled, terminates, expires or lapses for any reason,
any  shares of Stock subject to the Option will again be available for the grant
of  Options  under  the  Plan.  Any  shares of Stock delivered to the Company in
payment  of  the exercise price of an Option or in whole or partial satisfaction
of  tax  withholding  obligations  in  connection with the exercise of an Option
shall  be  available  for  the  grant  of  Options  under  this  Plan.

     5.3.     SOURCE  OF  STOCK5.3     Source  of Stock.  Any Stock distributed
               -----------------
pursuant  to  an  Option  may  consist,  in  whole or in part, of authorized and
unissued  Stock,  treasury  Stock  or  Stock  purchased  on  the  open  market.

                         ARTICLE 6ARTICLE 6  ELIGIBILITY
                                  ----------------------
                                   ELIGIBILITY

     6.1.     GENERAL6.1     General.  Options  may be granted only to Eligible
               -------
Participants.

                        ARTICLE 7ARTICLE 7  STOCK OPTIONS
                                 ------------------------
                                  STOCK OPTIONS

     7.1.     GENERAL7.1     General.  The  Committee  is  authorized  to grant
               -------
Options  to  Participants  on  the  following  terms  and  conditions:

     (a)     EXERCISE  PRICE.  The  exercise  price  per share of Stock under an
             ---------------
Option  shall  be  determined by the Committee, provided that the exercise price
for  any  Option  shall not be less than the Fair Market Value as of the date of
the  grant.

(b)     TIME AND CONDITIONS OF EXERCISE.  The Committee shall determine the time
        -------------------------------
or  times  at  which  an Option may be exercised in whole or in part, subject to
Section  7.1(e).  The  Committee  also  shall determine the performance or other
conditions,  if  any, that must be satisfied before all or part of an Option may
be  exercised  or  vested.  The  Committee  may  waive  any  exercise or vesting
provisions  at  any time in whole or in part based upon factors as the Committee
may  determine in its sole discretion so that the Option becomes exerciseable or
vested  at  an  earlier  date.  The  Committee may permit an arrangement whereby
receipt  of Stock upon exercise of an Option is delayed until a specified future
date.

(c)     PAYMENT.  The  Committee  shall  determine  the  methods  by  which  the
        -------
exercise price of an Option may be paid, the form of payment, including, without
limitation,  cash,  shares  of  Stock,  or  other  property (including "cashless
exercise"  arrangements  or  "attestation"  of shares previously owned), and the
methods by which shares of Stock shall be delivered or deemed to be delivered to
Participants;  provided  that  if  shares  of Stock are used to pay the exercise
price  of an Option (either by attestation or actual delivery), such shares must
have  been  held  by  the  Participant  for at least six months.  Payment of the
exercise  price  of  an  Option  may be made in a single payment or transfer, in
installments, or on a deferred basis, in each case determined in accordance with
rules  adopted  by,  and  at  the  discretion  of,  the  Committee.

(d)     EVIDENCE  OF  GRANT.  All Options shall be evidenced by a written Option
        -------------------
Agreement  between  the  Company  and  the  Participant,  initially  in the form
attached  hereto  as  Exhibit  A.  The  Option  Agreement  shall  include  such
provisions,  not  inconsistent  with  the  Plan,  as  may  be  specified  by the
Committee,  and  the  form  of Option Agreement may be modified by the Committee
from  time  to  time.

(e)     EXERCISE  TERM.  In no event may any Option be exercisable for more than
        --------------
ten  years  from  the  date  of  its  grant.

               ARTICLE 8ARTICLE 8  PROVISIONS APPLICABLE TO AWARDS
                        ------------------------------------------
                         PROVISIONS APPLICABLE TO AWARDS


     8.1.     LIMITS  ON  TRANSFER8.1     Limits  on  Transfer.  No  right  or
               --------------------
interest  of  a  Participant  in  any  Option  may  be  pledged,  encumbered, or
hypothecated  to  or in favor of any party other than the Company or a Parent or
Subsidiary,  or  shall  be  subject to any lien, obligation, or liability of the
Participant to any other party other than the Company or a Parent or Subsidiary.
No  Option  shall  be  assignable or transferable by a Participant other than by
will or the laws of descent and distribution or pursuant to a domestic relations
order  that  would  satisfy  Section  414(p)(1)(A)  of  the Code if such Section
applied  to  an Option under the Plan; provided, however, that the Committee may
(but  need  not)  permit other transfers where the Committee concludes that such
transferability  is  appropriate  and desirable, taking into account any factors
deemed  relevant,  including  without  limitation,  any  state or federal tax or
securities  laws  or  regulations applicable to transferable Options.  An Option
may  be exercised during the lifetime of the Participant only by the Participant
or  any  permitted  transferee.

     8.2.     BENEFICIARIES8.2     Beneficiaries.  Notwithstanding Section 8.1,
               -------------
a  Participant  may,  in  the  manner  determined  by the Committee, designate a
beneficiary  to  exercise  the  rights  of  the  Participant  and to receive any
distribution  with  respect  to  any  Option  upon  the  Participant's death.  A
beneficiary,  legal guardian, legal representative, or other person claiming any
rights under the Plan is subject to all terms and conditions of the Plan and any
Option  Agreement  applicable  to the Participant, except to the extent the Plan
and  Option  Agreement  otherwise  provide,  and  to any additional restrictions
deemed  necessary  or  appropriate by the Committee.  If no beneficiary has been
designated or survives the Participant, the Option may be exercised by the legal
representative  of  the  Participant's  estate, and payment shall be made to the
Participant's  estate.  Subject  to the foregoing, a beneficiary designation may
be  changed  or  revoked  by  a  Participant  at any time provided the change or
revocation  is  filed  with  the  Company.

     8.3.     STOCK CERTIFICATES8.3     Stock Certificates.  All Stock issuable
               ------------------
under  the Plan is subject to any stop-transfer orders and other restrictions as
the  Committee  deems  necessary  or  advisable  to comply with federal or state
securities  laws, rules and regulations and the rules of any national securities
exchange  or automated quotation system on which the Stock is listed, quoted, or
traded.  The  Committee  may  place  legends  on  any Stock certificate or issue
instructions  to  the transfer agent to reference restrictions applicable to the
Stock.

     8.4.     ACCELERATION  FOR  ANY REASON8.4     Acceleration for Any Reason.
               -----------------------------
The  Committee  may  in  its sole discretion at any time determine that all or a
portion  of  a Participant's Options shall become fully or partially exercisable
as  of  such  date  as  the Committee may, in its sole discretion, declare.  The
Committee  may  discriminate  among  Participants and among Options granted to a
Participant  in  exercising  its  discretion  pursuant  to  this  Section  8.4.

     8.5     EFFECT  OF  ACCELERATION8.5     Effect  of  Acceleration.  If  an
              ------------------------
Option  is  accelerated,  the Committee may, in its sole discretion, provide (i)
that  the  Option  will  expire  after  a  designated  period of time after such
acceleration  to  the  extent  not  then exercised, (ii) that the Option will be
settled  in  cash  rather  than  Stock, (iii) that the Option will be assumed by
another party to the transaction giving rise to the acceleration or otherwise be
equitably converted in connection with such transaction, or (iv) any combination
of  the foregoing.  The Committee's determination need not be uniform and may be
different  for  different  Participants  whether  or  not  such Participants are
similarly  situated.

     8.6.  TERMINATION OF EMPLOYMENT8.6     Termination of Employment.  Whether
           -------------------------
military, government or other service or other leave of absence shall constitute
a termination of employment shall be determined in each case by the Committee at
its  discretion,  and  any  determination  by  the  Committee shall be final and
conclusive.  A  termination  of employment shall not occur in (i) a circumstance
in  which  a  Participant  transfers  from  the Company to one of its Parents or
Subsidiaries, transfers from a Parent or Subsidiary to the Company, or transfers
from  one  Parent  or Subsidiary to another Parent or Subsidiary, or (ii) in the
discretion  of  the Committee as specified prior to such occurrence, in the case
of  a  spin-off,  sale  or  disposition  of  the Participant's employer from the
Company  or  any  Parent  or  Subsidiary.

                ARTICLE 9ARTICLE 9  CHANGES IN CAPITAL STRUCTURE
                         ---------------------------------------
                          CHANGES IN CAPITAL STRUCTURE

     9.1.     GENERAL9.1     General.  In  the event of a corporate transaction
               -------
involving  the Company (including, without limitation, any stock dividend, stock
split,  extraordinary  cash  dividend, recapitalization, reorganization, merger,
consolidation,  split-up,  spin-off,  combination  or  exchange  of shares), the
authorization  limits  under  Section 5.1 shall be adjusted proportionately, and
the  Committee may adjust Options to preserve the benefits or potential benefits
of  the  Options.  Action  by  the  Committee may include: (i) adjustment of the
number and kind of shares which may be delivered under the Plan; (ii) adjustment
of  the  number  and  kind  of  shares  subject  to  outstanding  Options; (iii)
adjustment  of  the  exercise  price  of outstanding Options; and (iv) any other
adjustments that the Committee determines to be equitable.  Without limiting the
foregoing,  in  the  event  a stock dividend or stock split is declared upon the
Stock,  the  authorization  limits  under  Section  5.1  shall  be  increased
proportionately,  and  the  shares of Stock then subject to each Option shall be
increased  proportionately  without  any  change in the aggregate purchase price
therefor.


<PAGE>
          ARTICLE 10ARTICLE 10  AMENDMENT, MODIFICATION AND TERMINATION
                    ---------------------------------------------------
                     AMENDMENT, MODIFICATION AND TERMINATION

     10.1.     AMENDMENT,  MODIFICATION  AND  TERMINATION10.1     Amendment,
                ------------------------------------------
Modification  and  Termination.  The Board or the Committee may, at any time and
from  time  to  time, amend, modify or terminate the Plan without stockholder or
Participant  approval;  provided,  however,  that  the  Board  or  Committee may
condition  any  amendment or modification on the approval of stockholders of the
Company  if  such approval is necessary or deemed advisable with respect to tax,
securities  or  other  applicable  laws, policies or regulations.  No amendment,
modification  or  termination  of  the  Plan  shall  adversely affect any Option
previously  granted  under  the  Plan,  without  the  written  consent  of  the
Participant.

     10.2     AWARDS  PREVIOUSLY GRANTED10.2     Awards Previously Granted.  At
               --------------------------
any time and from time to time, the Committee may amend, modify or terminate any
outstanding Option without approval of the Participant; provided, however, that,
subject  to  the  terms  of  the  applicable  Option  Agreement, such amendment,
modification or termination shall not, without the Participant's consent, reduce
or  diminish  the  value  of  such  Option  determined as if the Option had been
exercised,  vested, cashed in or otherwise settled on the date of such amendment
or  termination.

                    ARTICLE 11ARTICLE 11  GENERAL PROVISIONS
                              ------------------------------
                               GENERAL PROVISIONS

     11.1.     NO  RIGHTS  TO  AWARDS11.1     No  Rights  to Awards.  No person
                ----------------------
shall  have  any  claim to be granted any Option under the Plan, and neither the
Company  nor  the  Committee  is  obligated  to  treat  Participants or eligible
Participants  uniformly.

     11.2.     NO  STOCKHOLDER RIGHTS11.2     No Stockholder Rights.  No Option
                ----------------------
gives  the  Participant any of the rights of a stockholder of the Company unless
and  until  shares of Stock are in fact issued to such person in connection with
such  Option.

     11.3.     WITHHOLDING11.3     Withholding.  The  Company  or any Parent or
                -----------
Subsidiary  shall  have  the  authority  and the right to deduct or withhold, or
require  a  Participant to remit to the Company, an amount sufficient to satisfy
federal,  state,  and  local taxes (including the Participant's FICA obligation)
required  by  law  to be withheld with respect to any taxable event arising as a
result of the Plan.  With respect to withholding required upon any taxable event
under  the  Plan,  the  Committee  may,  at  the  time  the Option is granted or
thereafter,  require  or  permit  that  any  such  withholding  requirement  be
satisfied,  in  whole or in part, by withholding from the Option shares of Stock
having  a  Fair  Market  Value  on  the date of withholding equal to the minimum
amount  (and  not  any greater amount) required to be withheld for tax purposes,
all  in  accordance  with  such  procedures  as  the  Secretary  of  the Company
establishes.

     11.4.     NO  RIGHT TO EMPLOYMENT11.4     No Right to Employment.  Nothing
                -----------------------
in the Plan or any Option Agreement shall interfere with or limit in any way the
right  of the Company or any Parent or Subsidiary to terminate any Participant's
employment, nor confer upon any Participant any right to continue as an employee
of  the  Company  or  any  Parent  or  Subsidiary.

     l1.5.     UNFUNDED  STATUS  OF  AWARDS11.5     Unfunded  Status of Awards.
                ----------------------------
The  Plan  is  intended  to  be  an  "unfunded"  plan for incentive and deferred
compensation.  With  respect  to  any  payments  not  yet  made to a Participant
pursuant  to  an  Option,  nothing contained in the Plan or any Option Agreement
shall  give  the Participant any rights that are greater than those of a general
creditor  of  the  Company  or  any  Parent  or  Subsidiary.

     11.6.     RELATIONSHIP  TO  OTHER  BENEFITS11.6     Relationship  to Other
                ---------------------------------
Benefits.  No  payment under the Plan shall be taken into account in determining
any  benefits  under  any  pension,  retirement,  savings, profit sharing, group
insurance,  welfare  or  benefit plan of the Company or any Parent or Subsidiary
unless  provided  otherwise  in  such  other  plan.

     11.7.     EXPENSES11.7     Expenses.  The  expenses  of  administering the
                --------
Plan  shall  be  borne  by  the  Company  and  its  Parents  or  Subsidiaries.

     11.8.     TITLES AND HEADINGS11.8     Titles and Headings.  The titles and
                -------------------
headings  of the Sections in the Plan are for convenience of reference only, and
in  the  event of any conflict, the text of the Plan, rather than such titles or
headings,  shall  control.

     11.9.     GENDER  AND  NUMBER11.9     Gender  and  Number.  Except  where
                -------------------
otherwise  indicated  by  the context, any masculine term used herein also shall
include  the  feminine;  the  plural shall include the singular and the singular
shall  include  the  plural.

     11.10.     FRACTIONAL  SHARES11.10     Fractional  Shares.  No  fractional
                 ------------------
shares  of  Stock  shall  be  issued  and  the Committee shall determine, in its
discretion, whether such fractional shares shall be disregarded or eliminated by
rounding  up.

     11.11.     GOVERNMENT  AND OTHER REGULATIONS11.11     Government and Other
                 ---------------------------------
Regulations.  The  obligation  of the Company to make payment of awards in Stock
or  otherwise  shall  be subject to all applicable laws, rules, and regulations,
and  to  such  approvals by government agencies as may be required.  The Company
shall  be  under  no  obligation  to  register  under the 1933 Act, or any state
securities  act,  any of the shares of Stock issued in connection with the Plan.
The  shares  issued  in connection with the Plan may in certain circumstances be
exempt  from  registration  under the 1933 Act, and the Company may restrict the
transfer  of  such  shares  in  such  manner as it deems advisable to ensure the
availability  of  any  such  exemption.

     11.12.     GOVERNING  LAW11.12     Governing  Law.  To  the  extent  not
                 --------------                        -
governed  by  federal law, the Plan and all Option Agreements shall be construed
in  accordance  with  and  governed  by  the  laws  of  the  State  of Delaware.

     11.13.     ADDITIONAL  PROVISIONS11.13     Additional  Provisions.  Each
                 ----------------------
Option  Agreement  may  contain such other terms and conditions as the Committee
may  determine;  provided  that  such  other  terms  and  conditions  are  not
inconsistent  with  the  provisions  of  this  Plan.

     The  foregoing  is  hereby acknowledged as being the AirGate PCS, Inc. 2001
Non-Executive  Stock  Option  Plan  as  adopted by the Board of Directors of the
Company  on  January  30,  2001.

                              AIRGATE  PCS,  INC.

                              By:  /s/ Barbara Blackford
                                   ---------------------

                              Its:  General Counsel
                                    --------------------


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.11.3
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>2001 EMPLOYEE STOCK PURCHASE PLAN
<TEXT>

                                AIRGATE PCS, INC.

                        2001 EMPLOYEE STOCK PURCHASE PLAN


                                TABLE OF CONTENTS

ARTICLE  I  -  BACKGROUND     1
1.1  Establishment  of  the  Plan     1
1.2  Applicability  of  the  Plan     1
1.3  Purpose     1
ARTICLE  II  -  DEFINITIONS     1
2.1    Administrator     1
2.2    Board     1
2.3    Code     1
2.4    Committee     1
2.5    Common  Stock     2
2.6    Compensation     2
2.7    Contribution  Account     2
2.8    Corporation     2
2.9    Direct  Registration  System     2
2.10  Effective  Date     2
2.11  Eligible  Employee     2
2.12  Employee     2
2.13  Employer     3
2.14  Fair  Market  Value     3
2.15  Offering  Date     3
2.16  Offering  Period     3
2.17  Option     3
2.18  Participant     3
2.19  Plan     3
2.20  Purchase  Date     3
2.21  Purchase  Price     3
2.22  Request  Form     3
2.23  Stock  Account     4
2.24  Subsidiary     4
2.25  Trading  Date     4
ARTICLE  III  -  ELIGIBILITY  AND  PARTICIPATION     4
3.1  Eligibility     4
3.2  Initial  Participation     4
3.3  Leave  of  Absence     5
ARTICLE  IV  -  STOCK  AVAILABLE     5
4.1  In  General     5
4.2  Adjustment  in  Event  of  Changes  in  Capitalization     5
4.3  Dissolution  or  Liquidation     6
4.4  Merger  or  Asset  Sale     6
ARTICLE  V.  -  OPTION  PROVISIONS     6
5.1  Purchase  Price     6
5.2  Calendar  Year  $25,000  Limit     7
5.3  Offering  Period  Limit     7
ARTICLE  VI  -  PURCHASING  COMMON  STOCK     7
6.1  Participant's  Contribution  Account     7
6.2  Payroll  Deductions,  Dividends     7
6.3  Discontinuance     8
6.4  Leave  of  Absence;  Transfer  of  Ineligible  Status     8
6.5  Automatic  Exercise     8
6.6  Listing,  Registration,  and  Qualification  of  Shares     9
ARTICLE  VII  -  WITHDRAWALS,  DISTRIBUTIONS     9
7.1  Discontinuance  of  Deductions;  Leave  of  Absence; Transfer to Ineligible
Status     9
7.2  In-Service  Withdrawals     10
7.3  Termination  of  Employment  for  Reasons  Other  Than  Death     10
7.4  Death     10
7.5  Registration     10
ARTICLE  VIII  -  AMENDMENT  AND  TERMINATION     11
8.1  Amendment     11
8.2  Termination     11
ARTICLE  IX  -  MISCELLANEOUS     11
9.1  Employment  Rights     11
9.2  Tax  Withholding     12
9.3  Rights  Not  Transferable     12
9.4  No  Repurchase  of  Stock  by  Corporation     12
9.5  Governing  Law     12
9.6  Stockholder  Approval;  Registration     12


<PAGE>
                                AIRGATE PCS, INC.
                        2001 EMPLOYEE STOCK PURCHASE PLAN


                                    ARTICLE I
                        BACKGROUNDARTICLE I - BACKGROUND

     1.1     ESTABLISHMENT  OF  THE PLAN.1.1  Establishment of the Plan  AirGate
PCS,  Inc.  (the  "Corporation")  hereby establishes a stock purchase plan to be
known as the "AirGate PCS, Inc. 2001 Employee Stock Purchase Plan" (the "Plan"),
as  set forth in this document.  The Plan is intended to be a qualified employee
stock  purchase  plan  within the meaning of Section 423 of the Internal Revenue
Code  of  1986,  as  amended,  and  the  regulations  and  rulings  thereunder.

     1.2     APPLICABILITY  OF  THE  PLAN.1.2  Applicability  of  the  Plan  The
provisions  of  this  Plan are applicable only to certain individuals who, on or
after  the  Effective Date (as defined herein), are employees of the Corporation
and  its  Subsidiaries  participating in the Plan.  The Committee shall indicate
from  time  to  time which of its Subsidiaries, if any, are participating in the
Plan.

     1.3     PURPOSE.1.3  Purpose  The  purpose  of  the  Plan is to enhance the
proprietary  interest  among  the  employees  of  the  Corporation  and  its
participating subsidiaries through ownership of Common Stock of the Corporation.

                                   ARTICLE II
                       DEFINITIONSARTICLE II - DEFINITIONS

     Whenever  capitalized  in this document, the following terms shall have the
respective  meanings  set  forth  below.

     2.1     ADMINISTRATOR.2.1    Administrator  Administrator  shall  mean  the
person or persons (who may be officers or employees of the Corporation) selected
by  the  Committee to operate the Plan, perform day-to-day administration of the
Plan,  and  maintain  records  of  the  Plan.

     2.2     BOARD.2.2    Board  Board  shall mean the Board of Directors of the
Corporation.

     2.3     CODE.2.3    Code  Code  shall  mean  the  Internal  Revenue Code of
1986,  as  amended  from  time  to  time,  and  the  regulations  thereunder.

     2.4     COMMITTEE.2.4    Committee  Committee  shall mean a committee which
consists  of  members of the Board and which has been designated by the Board to
have  the  general  responsibility  for  the administration of the Plan.  Unless
otherwise  designated  by  the Board, the Compensation Committee of the Board of
Directors  of  the  Corporation  shall  serve as the Committee administering the
Plan.  Subject  to  the express provisions of the Plan, the Committee shall have
plenary  authority in its sole and absolute discretion to interpret and construe
any  and  all  provisions  of  the  Plan,  to  adopt  rules  and regulations for
administering  the  Plan,  and  to  make  all  other determinations necessary or
advisable  for  administering  the  Plan.  The Committee's determinations on the
foregoing  matters  shall  be  conclusive  and  binding  upon  all  persons.

     2.5     COMMON  STOCK.2.5    Common  Stock  Common  Stock  shall  mean  the
common  stock,  par  value  $0.01,  of  the  Corporation.

     2.6     COMPENSATION.2.6    Compensation  Compensation  shall mean, for any
Participant,  for  any  Offering  Period,  the Participant's gross wages for the
respective  period,  including without limitation salary, bonus, and commission,
but subject to appropriate adjustments that would exclude items such as non-cash
compensation  and  reimbursement  of moving, travel, trade or business expenses.

     2.7     CONTRIBUTION  ACCOUNT.2.7    Contribution  Account  Contribution
Account  shall  mean the bookkeeping account established by the Administrator on
behalf  of  each  Participant, which shall be credited with the amounts deducted
from  the  Participant's Compensation pursuant to Article VI.  The Administrator
shall  establish  a  separate Contribution Account for each Participant for each
Offering  Period.

     2.8     CORPORATION.2.8    Corporation  Corporation shall mean AirGate PCS,
Inc.,  a  Delaware  corporation.

     2.9     DIRECT  REGISTRATION  SYSTEM.2.9    Direct  Registration  System
Direct  Registration  System shall mean a direct registration system approved by
the  Securities and Exchange Commission and by the Nasdaq National Market or any
securities  exchange on which the Common Stock is then listed, whereby shares of
Common  Stock  may  be registered in the holder's name in book-entry form on the
books  of  the  Corporation.

     2.10     EFFECTIVE DATE.2.10  Effective Date  Effective Date shall mean the
effective  date  of  the Plan, which shall be the later to occur of (i) the date
the  Plan  is  approved  by  the  stockholders  of  the Corporation, or (ii) the
effective  date  of  the  Corporation's registration statement on Form S-8 filed
under  the  Securities Act of 1933, as amended, covering the shares to be issued
under  the  Plan.

     2.11     ELIGIBLE EMPLOYEE.2.11  Eligible Employee  An Employee eligible to
participate  in  the  Plan  pursuant  to  Section  3.1.

     2.12     EMPLOYEE.2.12  Employee  Employee  shall  mean  an  individual
employed  by  an  Employer  who  meets  the employment relationship described in
Treasury  Regulation  Sections  1.423-2(b)  and  Section  1.421-7(h).

     2.13     EMPLOYER.2.13  Employer  Employer  shall  mean the Corporation and
any  Subsidiary  designated by the Committee as an employer participating in the
Plan.

     2.14     FAIR  MARKET VALUE.2.14  Fair Market Value  Fair Market Value of a
share  of  Common Stock, as of any designated date, shall mean the closing sales
price  of  the Common Stock on the Nasdaq National Market on such date or on the
last  previous  date  on  which  such  stock  was  traded.

     2.15     OFFERING  DATE.2.15  Offering  Date  Offering  Date shall mean the
first  Trading  Date  of  each  Offering  Period.

     2.16     OFFERING  PERIOD.2.16  Offering Period  Offering Period shall mean
the  period of time during which offers to purchase Common Stock are outstanding
under  the  Plan.  The  Committee  shall  determine  the length of each Offering
Period,  which  need not be uniform; provided that that no Offering Period shall
exceed  twenty-four  (24)  months  in  length.  Until specified otherwise by the
Committee, the Offering Periods will be the 12-month periods beginning January 1
of  each  year, but the initial Offering Period shall be the period beginning on
the Effective Date and ending on December 31, 2001.  No payroll deductions shall
be  taken  until  the  Effective  Date.

     2.17     OPTION.2.17  Option  Option  shall  mean  the  option  to purchase
Common  Stock  granted  under  the  Plan  on  each  Offering  Date.

     2.18     PARTICIPANT.2.18  Participant  Participant shall mean any Eligible
Employee  who  has  elected  to  participate  in  the  Plan  under  Section 3.2.

     2.19     PLAN.2.19  Plan  Plan  shall  mean  the  AirGate  PCS,  Inc.  2001
Employee  Stock  Purchase  Plan,  as  amended  and  in effect from time to time.

     2.20     PURCHASE  DATE.2.20  Purchase  Date  Purchase  Date shall mean the
last  Trading  Date  of  each  Offering  Period.

     2.21     PURCHASE PRICE.2.21  Purchase Price  Purchase Price shall mean the
purchase  price  of  Common  Stock  determined  under  Section  5.1.

     2.22     REQUEST  FORM.2.22  Request  Form  Request  Form  shall  mean  an
Employee's  authorization  either  in  writing  on  a  form  approved  by  the
Administrator  or through electronic communication approved by the Administrator
which specifies the Employee's payroll deduction in accordance with Section 6.2,
and  contains  such  other  terms  and  provisions  as  may  be  required by the
Administrator.

     2.23     STOCK  ACCOUNT.2.23  Stock  Account  Stock  Account shall mean the
account  established  by  the Administrator on behalf of each Participant, which
shall be credited with shares of Common Stock purchased pursuant to the Plan and
dividends  thereon  until  distributed in accordance with the terms of the Plan.

     2.24     SUBSIDIARY.2.24  Subsidiary  Subsidiary  shall mean any present or
future  corporation  which  is  a "subsidiary corporation" of the Corporation as
defined  in  Code  Section  424(f).

     2.25     TRADING DATE.2.25  Trading Date  Trading Date shall mean a date on
which  shares  of  Common  Stock  are  traded  on  the  Nasdaq  National Market.

     Except  when otherwise indicated by the context, the definition of any term
herein  in  the  singular  may  also  include  the  plural.

                                   ARTICLE III
    ELIGIBILITY AND PARTICIPATIONARTICLE III - ELIGIBILITY AND PARTICIPATION

     3.1     ELIGIBILITY.3.1  Eligibility  Each  Employee  who  is  an  Employee
regularly scheduled to work at least 20 hours each week and at least five months
each  calendar year shall be eligible to participate in the Plan as of the later
of:

     (a)     the Offering Date immediately following the Employee's last date of
hire  by  an  Employer;  or

     (b)     the  Effective  Date.

     On  each  Offering  Date,  Options  will  automatically  be  granted to all
Employees  then  eligible to participate in the Plan; provided, however, that no
Employee shall be granted an Option for an Offering Period if, immediately after
the  grant,  the  Employee  would  own stock, and/or hold outstanding options to
purchase  stock,  possessing  five  percent or more of the total combined voting
power  or  value  of  all classes of stock of the Corporation or any Subsidiary.
For purposes of this Section, the attribution rules of Code Section 424(d) shall
apply in determining stock ownership of any Employee.  If an Employee is granted
an  Option  for an Offering Period and such Employee does not participate in the
Plan  for  such  Offering  Period, such Option will be deemed never to have been
granted  for  purposes  of  applying  the $25,000 annual limitation described in
Section  5.2.

     3.2     INITIAL  PARTICIPATION.3.2  Initial  Participation  An  Eligible
Employee  having  been  granted an Option under Section 3.1 may submit a Request
Form  to  the  Administrator  to participate in the Plan for an Offering Period.
The Request Form shall authorize a regular payroll deduction from the Employee's
Compensation  for  the  Offering  Period,  subject  to the limits and procedures
described  in  Article  VI.  A  Participant's Request Form authorizing a regular
payroll deduction shall remain effective from Offering Period to Offering Period
until  amended  or  canceled  under  Section  6.3.

     3.3     LEAVE  OF  ABSENCE.3.3  Leave  of  Absence  For purposes of Section
3.1,  an individual on a leave of absence from an Employer shall be deemed to be
an  Employee  for  the first 90 days of such leave, or for such longer period of
time  that  his  or her entitlement to return to work is protected by statute or
agreement  with  the  Employer,  if applicable.  For purposes of this Plan, such
individual's  employment  with  the Employer shall be deemed to terminate at the
close  of  business  on  the  90th  day  of the leave, unless the individual has
returned  to regular employment with an Employer before the close of business on
such  90th  day  or his entitlement to return to work is protected by statute or
agreement  with  the employer.  Termination of any individual's leave of absence
by  an  Employer,  other  than  on  account  of  a  return to employment with an
Employer,  shall  be  deemed  to  terminate  an individual's employment with the
Employer  for  all  purposes  of  the  Plan.

                                   ARTICLE IV
                   STOCK AVAILABLEARTICLE IV - STOCK AVAILABLE

     4.1     IN  GENERAL.4.1  In General  Subject to the adjustments in Sections
4.2  and  4.3, an aggregate of 200,000 shares of Common Stock shall be available
for  purchase  by  Participants  pursuant  to the provisions of the Plan.  These
shares  may  be  authorized  and  unissued  shares  or  may be shares issued and
subsequently  acquired  by the Corporation.  If an Option under the Plan expires
or terminates for any reason without having been exercised in whole or part, the
shares  subject  to  such Option that are not purchased shall again be available
for  subsequent  Option grants under the Plan.  If the total number of shares of
Common  Stock  for  which Options are exercised on any Purchase Date exceeds the
maximum number of shares then available under the Plan, the Committee shall make
a  pro  rata allocation of the shares available in as nearly a uniform manner as
shall  be practicable and as it shall determine to be equitable; and the balance
of the cash credited to Participants' Contribution Accounts shall be distributed
to  the  Participants  as  soon  as  practicable.

     4.2     ADJUSTMENT  IN  EVENT OF CHANGES IN CAPITALIZATION. 4.2  Adjustment
in  Event  of Changes in Capitalization  In the event of a stock dividend, stock
split  or  combination  of  shares,  recapitalization  or  other  change  in the
Corporation's  capitalization,  or other distribution with respect to holders of
the  Corporation's  Common  Stock other than normal cash dividends, an automatic
adjustment  shall  be  made  in  the  number  and  kind  of  shares  as to which
outstanding  Options  or  portions thereof then unexercised shall be exercisable
and  in the available shares set forth in Section 4.1, so that the proportionate
interest  of  the  Participants  shall be maintained as before the occurrence of
such event.  This adjustment in outstanding Options shall be made without change
in  the  total  price  applicable to the unexercised portion of such Options and
with  a  corresponding  adjustment  in  the  Purchase Price per share; provided,
however,  that  in  no  event  shall any adjustment be made that would cause any
Option  to  fail  to qualify as an option pursuant to an employee stock purchase
plan  within  the  meaning  of  Section  423  of  the  Code.

     4.3     DISSOLUTION  OR LIQUIDATION.4.3  Dissolution or Liquidation  In the
event  of a proposed dissolution or liquidation of the Corporation, the Offering
Period  then  in progress shall be shortened by setting a new Purchase Date (the
"New  Purchase Date"), and shall terminate immediately prior to the consummation
of  the  dissolution or liquidation, unless otherwise provided by the Committee.
The  Corporation  shall notify each Participant, at least ten (10) business days
prior  to  the New Purchase Date, that the Purchase Date has been changed to the
New  Purchase  Date  and  that  the  Participant's  Option  shall  be  exercised
automatically  on  the  New  Purchase Date, unless the Participant has withdrawn
from  the  Offering  Period, as provided in Section 6.3 hereof, prior to the New
Purchase  Date.

     4.4     MERGER  OR ASSET SALE.4.4  Merger or Asset Sale   In the event of a
reorganization,  merger,  or  consolidation  of the Corporation with one or more
corporations  in  which  the  Corporation  is  not the surviving corporation (or
survives  as  a  direct  or  indirect subsidiary of other such other constituent
corporation  or its parent), or upon a sale of substantially all of the property
or  stock  of the Corporation to another corporation, then, in the discretion of
the  Board or the Committee, (i) each outstanding Option shall be assumed, or an
equivalent  option  substituted,  by the successor corporation or its parent, or
(ii)  the  Offering  Period then in progress shall be shortened by setting a New
Purchase  Date,  which shall be before the date of the proposed transaction.  If
the  Committee  sets  a  New  Purchase  Date,  the Corporation shall notify each
Participant,  at  least  ten  (10) business days prior to the New Purchase Date,
that  the  Purchase  Date has been changed to the New Purchase Date and that the
Participant's  Option shall be exercised automatically on the New Purchase Date,
unless  the  Participant  has withdrawn from the Offering Period, as provided in
Section  6.3  hereof,  prior to the New Purchase Date. In lieu of the foregoing,
the  Committee  may  terminate  the  Plan  in  accordance  with  Section  8.2.

                                    ARTICLE V
                 OPTION PROVISIONSARTICLE V. - OPTION PROVISIONS

     5.1     PURCHASE  PRICE.5.1  Purchase  Price  The Purchase Price of a share
of  Common  Stock  purchased  for  a Participant pursuant to each exercise of an
Option  shall  be  the  lesser  of:

     (a)     85  percent  of the Fair Market Value of a share of Common Stock on
the  Offering  Date;  or

     (b)     85  percent  of the Fair Market Value of a share of Common Stock on
the  Purchase  Date.

     5.2     CALENDAR  YEAR  $25,000  LIMIT.5.2  Calendar  Year  $25,000  Limit
Notwithstanding  anything  else  contained herein, no Employee may be granted an
Option  for any Offering Period which permits such Employee's rights to purchase
Common  Stock  under  this  Plan and any other qualified employee stock purchase
plan  (within  the  meaning  of  Code  Section  423)  of the Corporation and its
Subsidiaries  to  accrue at a rate which exceeds $25,000 of Fair Market Value of
such  Common  Stock  for each calendar year in which an Option is outstanding at
any  time.  For  purposes of this Section, Fair Market Value shall be determined
as  of  the  Offering  Date.

     5.3     OFFERING  PERIOD  LIMIT.5.3  Offering Period Limit  Notwithstanding
anything  else  contained  herein,  the maximum number of shares of Common Stock
that  an  Eligible Employee may purchase in any Offering Period is 2,500 shares.

                                   ARTICLE VI
           PURCHASING COMMON STOCKARTICLE VI - PURCHASING COMMON STOCK

     6.1     PARTICIPANT'S  CONTRIBUTION ACCOUNT.6.1  Participant's Contribution
Account  The  Administrator  shall  establish a book account in the name of each
Participant  for  each  Offering  Period.  As  discussed in Section 6.2 below, a
Participant's  payroll  deductions  shall  be  credited  to  the  Participant's
Contribution  Account,  without  interest,  until  such  cash  is  withdrawn,
distributed,  or  used  to  purchase  Common  Stock  as  described  below.

     During  such  time,  if  any,  as  the Corporation participates in a Direct
Registration  System, shares of Common Stock acquired upon exercise of an Option
shall be directly registered in the name of the Participant.  If the Corporation
does not participate in a Direct Registration System, then until distribution is
requested  by  a  Participant  pursuant  to  Article  VII,  stock  certificates
evidencing the Participant's shares of Common Stock acquired upon exercise of an
Option  shall  be  held  by  the Corporation as the nominee for the Participant.
These shares shall be credited to the Participant's Stock Account.  Certificates
shall  be held by the Corporation as nominee for Participants solely as a matter
of  convenience.  A Participant shall have all ownership rights as to the shares
credited  to  his  or  her  Stock  Account,  and  the  Corporation shall have no
ownership  or  other rights of any kind with respect to any such certificates or
the  shares  represented  thereby.

     All  cash received or held by the Corporation under the Plan may be used by
the  Corporation  for  any  corporate  purpose.  The  Corporation  shall  not be
obligated  to  segregate  any  assets  held  under  the  Plan.

     6.2     PAYROLL  DEDUCTIONS;  DIVIDENDS.6.2  Payroll  Deductions, Dividends

     (a)     Payroll  Deductions.  By  submitting  a  Request  Form  at any time
before  an Offering Period in accordance with rules adopted by the Committee, an
Eligible  Employee  may  authorize  a payroll deduction to purchase Common Stock
under  the  Plan  for  the  Offering  Period.  The  payroll  deduction  shall be
effective  on  the  first pay period during the Offering Period commencing after
receipt  of  the Request Form by the Administrator.  The payroll deduction shall
be  in  any  whole dollar amount or percentage up to a maximum of twenty percent
(20%)  of such Employee's Compensation payable each pay period, and at any other
time  an  element of Compensation is payable.  A Participant's payroll deduction
shall  not be less than one percent (1%) of such Employee's Compensation payable
each  payroll  period.

     (b)     Dividends.  Cash  or  stock dividends paid on Common Stock which is
credited  to a Participant's Stock Account as of the dividend payment date shall
be  credited  to  the Participant's Stock Account and paid or distributed to the
Participant  as  soon  as  practicable.

     6.3     DISCONTINUANCE.6.3  Discontinuance  A  Participant  may discontinue
his  or  her  payroll  deductions for an Offering Period by filing a new Request
Form  with  the  Administrator.  This  discontinuance  shall be effective on the
first  pay  period commencing at least 15 days after receipt of the Request Form
by  the  Administrator.  A  Participant  who  discontinues  his  or  her payroll
deductions for an Offering Period may not resume participation in the Plan until
the  following  Offering  Period.

     Any  amount  held in the Participant's Contribution Account for an Offering
Period  after  the  effective  date  of the discontinuance of his or her payroll
deductions  will  either  be  refunded  or  used  to  purchase  Common  Stock in
accordance  with  Section  7.1.

     6.4     LEAVE  OF  ABSENCE;  TRANSFER  TO  INELIGIBLE  STATUS.6.4  Leave of
Absence;  Transfer  of Ineligible Status  If a Participant either begins a leave
of  absence, is transferred to employment with a Subsidiary not participating in
the  Plan,  or  remains  employed  with an Employer but is no longer eligible to
participate  in the Plan, the Participant shall cease to be eligible for payroll
deductions to his or her Contribution Account pursuant to Section 6.2.  The cash
standing  to  the  credit of the Participant's Contribution Account shall become
subject  to  the  provisions  of  Section  7.1.

     If the Participant returns from the leave of absence before being deemed to
have  ceased  employment  with  the Employer under Section 3.3, or again becomes
eligible  to  participate  in  the  Plan,  the  Request  Form, if any, in effect
immediately  before  the  leave of absence or disqualifying change in employment
status  shall  be  deemed  void  and  the  Participant must again complete a new
Request  Form  to  resume  participation  in  the  Plan.

     6.5     AUTOMATIC  EXERCISE.6.5  Automatic  Exercise  Unless  the  cash
credited  to a Participant's Contribution Account is withdrawn or distributed as
provided  in  Article  VII,  his  or  her  Option  shall  be deemed to have been
exercised automatically on each Purchase Date, for the purchase of the number of
full and fractional shares of Common Stock which the cash credited to his or her
Contribution  Account  at  that  time  will purchase at the Purchase Price.  Any
other  cash  balance  remaining in the Participant's Contribution Account at the
end  of  an  Offering  Period  shall  be  refunded  to  the Participant, without
interest.  The  amount  of  cash  that  may be used to purchase shares of Common
Stock  may  not exceed the Compensation restrictions set forth in Section 6.2 or
the  applicable  limitations  of  Sections  5.2.or  5.3.

     Except  as  provided  in the preceding paragraph, if the cash credited to a
Participant's  Contribution  Account on the Purchase Date exceeds the applicable
Compensation  restrictions  of  Section  6.2  or exceeds the amount necessary to
purchase  the  maximum  number  of  shares  of Common Stock available during the
Offering  Period under the applicable limitations of Section 5.2.or Section 5.3,
such  excess  cash  shall be refunded to the Participant.  Except as provided in
the  preceding  paragraph, the excess cash may not be used to purchase shares of
Common Stock nor retained in the Participant's Contribution Account for a future
Offering  Period.

     Each Participant shall receive a statement on not less than an annual basis
indicating  the  number  of shares credited to his or her Stock Account, if any,
under  the  Plan.

     6.6     LISTING,  REGISTRATION,  AND  QUALIFICATION OF SHARES.6.6  Listing,
Registration,  and Qualification of Shares  The granting of Options for, and the
sale  and  delivery  of,  Common  Stock  under  the Plan shall be subject to the
effecting  by  the Corporation of any listing, registration, or qualification of
the  shares  subject  to  that  Option upon any securities exchange or under any
federal  or  state  law,  or  the  obtaining  of  the consent or approval of any
governmental  regulatory  body deemed necessary or desirable for the issuance or
purchase  of  the  shares  covered.

                                   ARTICLE VII
       WITHDRAWALS; DISTRIBUTIONSARTICLE VII - WITHDRAWALS, DISTRIBUTIONS

     7.1     DISCONTINUANCE  OF  DEDUCTIONS;  LEAVE  OF  ABSENCE;  TRANSFER  TO
INELIGIBLE  STATUS.7.1  Discontinuance of Deductions; Leave of Absence; Transfer
to Ineligible Status  In the event of a Participant's complete discontinuance of
payroll  deductions  under  Section  6.3  or a Participant's leave of absence or
transfer  to  an  ineligible  status  under  Section  6.4, the cash balance then
standing  to  the  credit  of  the Participant's Contribution Account shall be--

     (a)     returned  to the Participant, in cash, without interest, as soon as
practicable,  upon  the  Participant's  written  request  received  by  the
Administrator  at  least  30  days  before  the  next  Purchase  Date;  or

     (b)     held  under  the  Plan  and  used  to purchase Common Stock for the
Participant  under  the  automatic  exercise  provisions  of  Section  6.5.

     7.2     IN-SERVICE  WITHDRAWALS.7.2  In-Service  Withdrawals  During  such
time,  if  any, as the Corporation participates in a Direct Registration System,
shares  of  Common  Stock  acquired upon exercise of an Option shall be directly
registered  in  the  name  of  the  Participant and the Participant may withdraw
certificates  in  accordance  with  the  applicable terms and conditions of such
Direct Registration System.  If the Corporation does not participate in a Direct
Registration  System, a Participant may, while an Employee of the Corporation or
any  Subsidiary,  withdraw  certificates for some or all of the shares of Common
Stock  credited  to  his or her Stock Account at any time, upon 30 days' written
notice to the Administrator.  If a Participant requests a distribution of only a
portion  of the shares of Common Stock credited to his or her Stock Account, the
Administrator  will  distribute  the oldest securities held in the Participant's
Stock  Account first, using a first in-first out methodology.  The Administrator
may  at any time distribute certificates for some or all of the shares of Common
Stock  credited to a Participant's Stock Account, whether or not the Participant
so  requests.

     7.3     TERMINATION  OF  EMPLOYMENT  FOR  REASONS  OTHER  THAN  DEATH.  7.3
Termination  of  Employment  for  Reasons  Other  Than  Death  If  a Participant
terminates  employment  with  the  Corporation  and the Subsidiaries for reasons
other  than  death,  the  cash balance in the Participant's Contribution Account
shall  be  returned  to  the  Participant  in cash, without interest, as soon as
practicable.  Certificates for the shares of Common Stock credited to his or her
Stock  Account  shall  be distributed to the Participant as soon as practicable,
unless  the  Corporation  then  participates in a Direct Registration System, in
which  case,  the Participant shall be entitled to evidence of ownership of such
shares  in  such  form  as  the terms and conditions of such Direct Registration
System  permit.

     7.4     DEATH.  7.4  Death  In  the  event  a  Participant  dies,  the cash
balance  in  his  or  her  Contribution  Account  shall  be  distributed  to the
Participant's  estate,  in  cash,  without  interest,  as  soon  as practicable.
Certificates  for the shares of Common Stock credited to the Participant's Stock
Account  shall  be  distributed to the estate as soon as practicable, unless the
Corporation  then  participates  in a Direct Registration System, in which case,
the  estate  shall  be  entitled to evidence of ownership of such shares in such
form  as  the  terms  and  conditions of such Direct Registration System permit.

     7.5     REGISTRATION.7.5  Registration  Whether  represented in certificate
form  or by direct registration pursuant to a Direct Registration System, shares
of Common Stock acquired upon exercise of an Option shall be directly registered
in  the  name  of  the  Participant  or,  if the Participant so indicates on the
Request  Form,  (a)  in  the  Participant's  name  jointly  with a member of the
Participant's  family,  with  the  right  of  survivorship, (b) in the name of a
custodian  for  the  Participant  (in the event the Participant is under a legal
disability  to  have  stock  issued  in the Participant's name), (c) in a manner
giving  effect  to  the  status  of such shares as community property, or (d) in
street  name for the benefit of any of the above with a broker designated by the
Participant.  No  other  names may be included in the Common Stock registration.
The  Corporation  shall  pay  all  issue  or  transfer taxes with respect to the
issuance  or  transfer  of  shares of such Common Stock, as well as all fees and
expenses  necessarily  incurred  by  the  Corporation  in  connection  with such
issuance  or  transfer.

                                  ARTICLE VIII
        AMENDMENT AND TERMINATIONARTICLE VIII - AMENDMENT AND TERMINATION

     8.1     AMENDMENT.8.1  Amendment  The  Committee  shall  have  the right to
amend or modify the Plan, in full or in part, at any time and from time to time;
provided,  however,  that  no  amendment  or  modification  shall:

     (a)     affect any right or obligation with respect to any grant previously
made,  unless  required  by  law,  or

     (b)     unless  previously approved by the stockholders of the Corporation,
where  such  approval is necessary to satisfy federal securities laws, the Code,
or  rules  of  any  stock  exchange  on  which the Corporation's Common Stock is
listed:

(1)     in  any  manner materially affect the eligibility requirements set forth
in  Sections  3.1  and 3.3, or change the definition of Employer as set forth in
Section  2.13,  or

(2)     increase  the  number  of  shares of Common Stock subject to any options
issued  to  Participants  (except  as  provided  in  Sections  4.2  and  4.3).

     8.2     TERMINATION.8.2  Termination  The  Committee may terminate the Plan
at  any  time in its sole and absolute discretion.  The Plan shall be terminated
by  the Committee if at any time the number of shares of Common Stock authorized
for  purposes  of  the Plan is not sufficient to meet all purchase requirements,
except  as  specified  in  Section  4.1.

     Upon  termination  of the Plan, the Administrator shall give notice thereof
to  Participants and shall terminate all payroll deductions.  Cash balances then
credited  to Participants' Contribution Accounts shall be distributed as soon as
practicable,  without  interest.

                                   ARTICLE IX
                     MISCELLANEOUSARTICLE IX - MISCELLANEOUS

     9.1     EMPLOYMENT RIGHTS.9.1  Employment Rights  Neither the establishment
of  the  Plan, nor the grant of any Options thereunder, nor the exercise thereof
shall  be  deemed to give to any Employee the right to be retained in the employ
of  the  Corporation  or  any  Subsidiary  or to interfere with the right of the
Corporation  or any Subsidiary to discharge any Employee or otherwise modify the
employment  relationship  at  any  time.

     9.2     TAX  WITHHOLDING.9.2  Tax  Withholding  The  Administrator may make
appropriate  provisions  for  withholding  of  federal,  state, and local income
taxes,  and any other taxes, from a Participant's Compensation to the extent the
Administrator  deems  such  withholding  to  be  legally  required.

     9.3     RIGHTS  NOT  TRANSFERABLE.9.3  Rights  Not Transferable  Rights and
Options  granted  under  this Plan are not transferable by the Participant other
than by will or by the laws of descent and distribution and are exercisable only
by  the  Participant  during  his  or  her  lifetime.

     9.4     NO  REPURCHASE  OF STOCK BY CORPORATION.9.4  No Repurchase of Stock
by  Corporation  The  Corporation  is under no obligation to repurchase from any
Participant  any  shares  of  Common  Stock  acquired  under  the  Plan.

     9.5     GOVERNING LAW.9.5  Governing Law  The Plan shall be governed by and
construed  in  accordance  with  the laws of the State of Delaware except to the
extent  such  laws  are  preempted  by  the  laws  of  the  United  States.

     9.6     STOCKHOLDER  APPROVAL;  REGISTRATION.9.6  Stockholder  Approval;
Registration  The  Plan was adopted by the Board of Directors of the Corporation
on  November 15, 2000 to be effective as of the Effective Date, provided that no
payroll  deductions  may  begin until a registration statement on Form S-8 filed
under  the  Securities Act of 1933, as amended, covering the shares to be issued
under  the  Plan,  has become effective.  The Plan is subject to approval by the
stockholders  of  the  Corporation  within 12 months of approval by the Board of
Directors.

                           * * * * * * * * * * * * * *

<PAGE>
     The  foregoing  is  hereby acknowledged as being the AirGate PCS, Inc. 2001
Employee  Stock  Purchase  Plan  as  adopted  by  the  Board of Directors of the
Corporation on November 15, 2001 and approved by the stockholders of the Company
on  January  30,  2001.

                    AIRGATE  PCS,  INC.


                              By:  /s/ Barbara Blackford
                                   ---------------------

                              Its:  General Counsel
                                    --------------------


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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

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<PAGE>
<ARTICLE>      5
<NAME>         AIRGATE  PCS,  INC.


                         <C>
<MULTIPLIER>   1000
<PERIOD-TYPE>                         3-MOS
<FISCAL-YEAR-END>                     SEP-30-2001
<PERIOD-START>                        OCT-01-2000
<PERIOD-END>                          DEC-31-2000
<CASH>                                     52,465
<SECURITIES>                                    0
<RECEIVABLES>                              21,169
<ALLOWANCES>                                1,620
<INVENTORY>                                 3,295
<CURRENT-ASSETS>                           81,525
<PP&E>                                    207,196
<DEPRECIATION>                            (19,667)
<TOTAL-ASSETS>                            280,764
<CURRENT-LIABILITIES>                      33,540
<BONDS>                                   174,279
<PREFERRED-MANDATORY>                           0
<PREFERRED>                                     0
<COMMON>                                      129
<OTHER-SE>                                 16,720
<TOTAL-LIABILITY-AND-EQUITY>              280,764
<SALES>                                     2,290
<TOTAL-REVENUES>                           21,962
<CGS>                                       5,072
<TOTAL-COSTS>                              20,985
<OTHER-EXPENSES>                           28,381
<LOSS-PROVISION>                                0
<INTEREST-EXPENSE>                          7,748
<INCOME-PRETAX>                           (33,863)
<INCOME-TAX>                                    0
<INCOME-CONTINUING>                       (33,863)
<DISCONTINUED>                                  0
<EXTRAORDINARY>                                 0
<CHANGES>                                       0
<NET-INCOME>                              (33,863)
<EPS-BASIC>                                 (2.64)
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