<SUBMISSION>
<ACCESSION-NUMBER>0001086844-01-000006
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>6
<FILING-DATE>20010228
<EFFECTIVENESS-DATE>20010228
<FILER>
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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>
<FILING-VALUES>
<FORM-TYPE>S-8
<ACT>33
<FILE-NUMBER>333-56352
<FILM-NUMBER>1557848
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>233 PEACHTREE ST NE
<STREET2>SUITE 1700
<CITY>ATLANTA
<STATE>GA
<ZIP>30303
<PHONE>4045257272
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>233 PEACHTREE ST
<STREET2>SUITE 1700
<CITY>ATLANTA
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<ZIP>30303
</MAIL-ADDRESS>
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<SEQUENCE>1
<FILENAME>0001.txt
<TEXT>

   As filed with the Securities and Exchange Commission on February 28, 2001.
                              File No. 333-________
                              =====================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                        ________________________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------

                                AIRGATE PCS, INC.
               (Exact Name of Issuer as Specified in its Charter)
          DELAWARE                                             58-2422929
     (State or Other Jurisdiction of                      (I.R.S.  Employer
     Incorporation  or  Organization)                    Identification  Number)

                            HARRIS TOWER, SUITE 1700
                           233 PEACHTREE STREET, N.W.
                               ATLANTA, GA  30303
                                 (404) 525-7272
     (Address, including zip code, and telephone number of Principal Executive
                                    Offices)

               AIRGATE PCS, INC. 2001 EMPLOYEE STOCK PURCHASE PLAN
             AIRGATE PCS, INC. 2001 NON-EXECUTIVE STOCK OPTION PLAN
                            (Full Title of the Plans)

            BARBARA L. BLACKFORD                            COPY TO:
             AIRGATE PCS, INC.                         LAURA G. THATCHER
           HARRIS TOWER, SUITE 1700                    ALSTON & BIRD LLP
          233 PEACHTREE STREET, N.W.                  ONE ATLANTIC CENTER
             ATLANTA, GA  30303                  1201 WEST PEACHTREE STREET, NW
              (404) 832-6170                      ATLANTA, GEORGIA 30309-3424
  (Name, address, including zip code, and               (404) 881-7546
 telephone number, including area code,
          of agent for service)

<TABLE>
<CAPTION>

                          CALCULATION  OF  REGISTRATION  FEE


<S>                        <C>                <C>              <C>              <C>
                                              Proposed         Proposed         Amount of
Title of Securities . . .  Amount to          Maximum          Maximum          Registration Fee
to be Registered. . . . be Registered (1)   Offering Price     Aggregate
                                               Per Unit       Offering Price

   Common Stock. .  . .    350,000 (2)         $43.8125(2)      $15,334,375 (2)           $3,834
0.01 par value per share
</TABLE>



(1)  Includes  200,000  shares  currently  reserved  or  available  for issuance
pursuant  to the AirGate PCS, Inc. 2001 Employee Stock Purchase Plan and 150,000
shares currently reserved or available for issuance pursuant to the AirGate PCS,
Inc.  2001  Non-Executive Stock Option Plan (the "Plans").  The number of shares
being registered includes an indeterminate number of additional shares which may
be  necessary  to  adjust the number of shares reserved for issuance pursuant to
the  Plans  as the result of a stock split, stock dividend or similar adjustment
of  the  outstanding  Common  Stock  of  AirGate PCS, Inc. pursuant to 17 C.F.R.
230.416(a).
(2)     Estimated  solely  for  the  purpose of determining the registration fee
pursuant to Rule 457(h), as determined by the average of the high and low prices
quoted  on  the Nasdaq National Market as reported in the Wall Street Journal on
February  23,  2001,  which  was  $43.8125  per  share.

PART  I     INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS

     (a)     The  documents  constituting  Part I of this Registration Statement
will be sent or given to participants in the Plan as specified by Rule 428(b)(1)
under  the  Securities  Act  of  1933,  as  amended.

     (b)     Upon  written or oral request, the Registrant will provide, without
charge,  the  documents  incorporated  by reference in Item 3 of Part II of this
Registration  Statement.  The  documents  are  incorporated  by reference in the
Section  10(a)  prospectus.  The  Registrant  will also provide, without charge,
upon  written  or  oral  request,  other  documents  required to be delivered to
employees  pursuant  to  Rule  428(b).  Requests  for  the  above  mentioned
information, should be directed to Barbara L. Blackford, Corporate Secretary, at
(404)  832-6170.

PART  II.     INFORMATION  REQUIRED  IN  REGISTRATION  STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE

     The  following  documents  have  been  filed  by  AirGate  PCS,  Inc.  (the
"Registrant")  with  the  Securities  and Exchange Commission (the "Commission")
pursuant  to  the  Securities  Exchange  Act  of 1934, as amended (the "Exchange
Act"),  and  are  deemed to be a part hereof from the date of the filing of such
documents:

     (1)     The  Registrant's  Annual  Report  on  Form 10-K for the year ended
September  30,  2000;

     (2)     All other reports filed by the Registrant pursuant to Section 13(a)
or  15(d)  of  the  Exchange  Act  since  September  30,  2000;

     (3)     The  description  of  Registrant's  Common  Stock  contained  in
Registrant's  Form  8-A  (File  No.  0-27455), as filed with the SEC pursuant to
Section  12(g)  of  the  Exchange Act and Rule 12b-15 promulgated thereunder, on
September  24,  1999;  and

     (4)     All  other  documents subsequently filed by the Registrant pursuant
to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of
a  post-effective  amendment  to this Registration Statement that indicates that
all  securities  offered  have been sold or that deregisters all securities that
remain  unsold.

     Any  statement  contained in a document incorporated or deemed incorporated
herein by reference shall be deemed to be modified or superseded for the purpose
of  this  Registration Statement to the extent that a statement contained herein
or  in  any  subsequently  filed  document  which  also  is, or is deemed to be,
incorporated  herein  by  reference  modifies or supersedes such statement.  Any
such  statement  so  modified  or  superseded  shall not be deemed, except as so
modified  or  superseded,  to  constitute a part of this Registration Statement.

ITEM  4.     DESCRIPTION OF SECURITIES.  The common stock to be offered pursuant
to  the  Plan  has  been  registered pursuant to Section 12 of the Exchange Act.
Accordingly,  a  description  of  the  common  stock  is  not  required  herein.


<PAGE>
ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.  Not  Applicable.

     The  validity  of  the  Common Stock offered hereby has been passed upon by
Alston  &  Bird  LLP,  Atlanta,  Georgia,  for  the  Registrant.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

     In  accordance with General Corporation Law of the State of Delaware (being
chapter  1  of  Title  8  of the Delaware code), the Registrant's Certificate of
Incorporation  provides  as  follows:

     The  Registrant  shall  indemnify  any  person  who was or is a party or is
threatened  to be made a party to any threatened, pending or completed action or
suit  by or in the right of the Registrant to procure a judgment in its favor by
reason  of  the  fact  that such person acted in any of the capacities set forth
above,  against  expenses  (including  attorney's  fees) actually and reasonably
incurred  by  him in connection with the defense or settlement of such action or
suit  if such person acted under similar standards, provided that the Registrant
receives  a  written  undertaking  by or on behalf of the director or officer to
repay  such  amount  if it is ultimately determined that that such person is not
entitled  to  be  indemnified  by  the  Registrant.

     To  the  extent  that  a  director  or  officer  of the Registrant has been
successful in the defense of any action, suit or proceeding referred to above or
in  the  defense  of  any  claim,  issue or matter therein, such person shall be
indemnified against expenses (including attorney's fees) actually and reasonably
incurred  by  him  or her in connection therewith, that indemnification provided
for  by  the  Certificate  of Incorporation shall not be deemed exclusive of any
other  rights  to  which  the  indemnified  party  may be entitled; and that the
Registrant  is  empowered  to  purchase  and  maintain  insurance on behalf of a
director or officer of the Registrant against any liability asserted against him
or  her  in  any  such capacity, or arising out of such person's status as such,
whether or not the Registrant would have the power to indemnify him against such
liabilities  under  the  Certificate  of  Incorporation.

     In  addition  to  indemnification provided to the Registrant's officers and
directors  in  the  Certificate of Incorporation and under the laws of Delaware,
the Registrant has entered into indemnification agreements with certain officers
and  directors  to provide further assurances and protection from liability that
they  may  incur in their respective positions and duties in connection with the
public  offering  or as a fiduciary of the Registrant and its shareholders.  The
Registrant  has  agreed  to indemnify and hold harmless, to the extent permitted
under  Delaware law, each person and affiliated person (generally, any director,
officer,  employee,  controlling  person, agent, or fiduciary of the indemnified
person),  provided  that  the  indemnified  person  was acting or serving at the
Registrant's  request  in his capacity as either an officer, director, employee,
controlling  person,  fiduciary  or  other  agent or affiliate of the Registrant
Under the indemnification agreements, each person is indemnified against any and
all  losses,  claims,  damages,  expenses  and  liabilities,  joint  or several,
(including  attorney's  fees,  expenses  and amount in settlement) that occur in
connection  with  any threatened, pending or completed action, suit, proceeding,
alternative  dispute  resolution  mechanism or hearing, inquiry or investigation
that  such indemnified person believes in good faith may lead to the institution
of  such  action,  under the Securities Act of 1933,  Securities Exchange Act of
1934  or  other  federal  or state statutory law or regulation, at common law or
otherwise,  which  relate  directly or indirectly to the registration, purchase,
sale  or  ownership  of  any  securities  of  the Registrant or to any fiduciary
obligation  owed  with  respect  to  the  Registrant and its stockholders.  As a
condition to receiving indemnification, indemnified persons are required to give
notice  in  writing  of  any claim for which indemnification may be sought under
such  agreement.

     The  agreement  provides  that  an  indemnified  person  may  receive
indemnification against (1) expenses (including attorney's fees and other costs,
expenses and obligations incurred), judgements, fines and penalties; (2) amounts
paid in settlement (approved by the Registrant); (3) federal, state, local taxes
imposed  as  a  result  of  receipt  of  any  payments under the indemnification
agreement;  and  (4) all interest, assessments and other charges paid or payable
in  connection  with any expenses, costs of settlement or taxes.  An indemnified
person  will be indemnified against expenses to the extent that he is successful
on  the merits or otherwise, including dismissal of an action without prejudice,
in  defense of any action, suit, proceeding, inquiry or investigation.  Expenses
that  the  indemnified  person  have  or will incur in connection with a suit or
other  proceeding may be received in advance within 10 days of written demand to
the  Registrant

     Prior to receiving indemnification of being advanced expenses, a committee,
consisting  or  either members of the board of directors or any person appointed
by  the board of directors, must make a determination of whether the indemnified
person  is entitled to indemnification under Delaware law.  If there is a change
in  control  (as  defined  in the indemnification agreement) that occurs without
majority  approval of the board of directors, then the committee will consist of
independent legal counsel selected by the indemnified person and approved by the
Registrant  to  render  a  written  opinion  as  to  whether  and  the extent of
indemnification  that  the indemnified person is entitled, which will be binding
on  the  Registrant  Under  the indemnification agreement, an indemnified person
may  appeal  a  determination  by  the  committee's  determination  not to grant
indemnification  or  advance expenses by commencing a legal proceeding.  Failure
of  the  committee to make a indemnification determination or the termination of
any  claim  by  judgement,  order,  settlement,  plea  of  nolo  contendere,  or
conviction  does not create a presumption that either (1) the indemnified person
did  not  meet  a particular standard of conduct or belief or (2) that the court
has  determined  that  indemnification  is  not  available.

     Under  the  indemnification agreement, an indemnified person is entitled to
contribution  from  the  Registrant  for  losses,  claims,  damages, expenses or
liabilities  as well as other equitable considerations upon the determination of
a  court  of  competent jurisdiction that indemnification is not available.  The
amount  contributed  by the Registrant will be in proportion, as appropriate, to
reflect  the  relative  benefits  received by the Registrant and the indemnified
person  or,  if  such contribution is not permitted under Delaware law, then the
relative benefit will be considered with the relative fault of both parties.  In
connection  with  the  registration  of  AirGate,  PCS,  Inc.'s  securities, the
relative  benefits  received  by  the  Registrant and indemnified person will be
deemed  to  be  in  the same respective proportions of the net proceeds from the
offering  (less expenses) received by the Registrant and the indemnified person.
The relative fault of the Registrant and the indemnified person is determined by
reference  to  whether the untrue or alleged untrue statement of a material fact
or  omission or alleged omission to state a material fact relates to information
supplied  by the Registrant or the indemnified person and their relative intent,
knowledge,  access  to  information and opportunity to correct such statement or
omission.

     Contribution  paid takes into account the equitable considerations, if any,
instead  of  a  pro  rata  or  per  capital  allocation.  In connection with the
offering  of  the  Registrant  securities,  an  indemnified  person  will not be
required  to contribute any amount in excess of the lessor of (1) the proportion
of the total of such losses, claims, damages, or liabilities indemnified against
equal  to  the  proportion  of  the total securities sold under the registration
statement  sold  by  the  indemnified person or (2) the proceeds received by the
indemnified person from the sale of securities under the registration statement.
Contribution  will not be available if such person is found guilty of fraudulent
misrepresentation,  as  defined  in  the  agreement.

     In  the  event that the Registrant is also obligated under a claim and upon
written  notice  to the indemnified person, the Registrant is entitled to assume
defense  of  the  claim  and select counsel which is approved by the indemnified
person.  Upon  receipt of the indemnified person's approval, the Registrant will
directly incur the legal expenses and as a result will have the right to conduct
the defense as it sees fit in its sole discretion, including the right to settle
any  claim  against  any  indemnified  party, without consent of the indemnified
person.

ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.  Not  Applicable.

ITEM  8.     EXHIBITS

      Exhibit Number                            Description
      --------------     -------------------------------------------------------
           4.1              Amended  and  Restated  Certificate  of
                            Incorporation  of  the  Registrant (incorporated by
                            reference  from  Exhibit 3.1 to the Registration
                            Statement on Form  S-1/A,  filed  by the Registrant
                            with the Commission on June 15, 1999 (SEC
                            File  Nos.  333-79189-02  and  333-79189-01).

           4.2              Amended  and  Restated By-laws of the Registrant
                            (incorporated by reference from  Exhibit  3.2  to
                            the  Registration  Statement on Form S-1/A, filed by
                            the Registrant with the Commission on June 15, 1999
                            (SEC File Nos. 333-79189-02 and 333-79189-01).

           4.3              Specimen  certificate  representing  the  Common
                            Stock  (incorporated  by reference from Exhibit 4.1
                            to the Registration Statement on Form S-1/A, filed
                            by the  Registrant with the Commission on
                            June 15, 1999
                            (SEC File Nos. 333-79189-02 and  333-79189-01).

           5.1              Opinion  of  Counsel

          23.1              Consent  of  Counsel  (included  in  Exhibit  5.1)

          23.2              Consent  of  KPMG  LLP

          24.1              Power  of  Attorney

          99.1              AirGate PCS, Inc. 2001 Employee Stock Purchase  Plan

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


ITEM  9.     UNDERTAKINGS

     (a)     The  undersigned  Company  hereby  undertakes:

          (1)     To  file, during any period in which offers or sales are being
made,  a  post-effective  amendment  to  this  Registration  Statement:

          (i)     To  include any prospectus required by Section 10(a)(3) of the
Securities  Act  of  1933;

          (ii)     To  reflect  in  the  prospectus  any facts or events arising
after  the  effective  date  of  this Registration Statement (or the most recent
post-effective  amendment  thereof)  which,  individually  or  in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement;

          (iii)     To include any material information with respect to the plan
of  distribution  not previously disclosed in this Registration Statement or any
material  change  to  such  information  in  this  Registration  Statement;

     Provided,  however,  that  paragraphs (a)(1)(i) and (a)(1)(ii) above do not
apply  if  the  Registration Statement is on Form S-3, Form S-8 or Form F-3, and
the  information  required to be included in a post-effective amendment by those
paragraphs  is contained in periodic reports filed by the Registrant pursuant to
Section  13  or  Section  15(d)  of the Securities Exchange Act of 1934 that are
incorporated  by  reference  in  this  Registration  Statement.

          (2)     That,  for  the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a  new  registration statement relating to the securities being offered therein,
and  the  offering  of  such  securities  at that time shall be deemed to be the
initial  bona  fide  offering  thereof.

          (3)     To  remove  from  registration  by  means  of a post-effective
amendment  any  of  the  securities  being registered which remain unsold at the
termination  of  the  offering.

     (b)     The  undersigned  Company  hereby  undertakes that, for purposes of
determining  any  liability under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant  to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is incorporated by reference in this
Registration  Statement  shall  be  deemed  to  be  a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial bona fide offering thereof.

     (c)     Insofar  as  indemnification  for  liabilities  arising  under  the
Securities  Act  of 1933 may be permitted to directors, officers and controlling
persons  of  the  Registrant pursuant to the foregoing provisions, or otherwise,
the  Registrant  has  been  advised  that  in  the opinion of the Securities and
Exchange  Commission  such indemnification is against public policy as expressed
in  the  Act  and  is,  therefore, unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant  of  expenses  incurred or paid by a director, officer or controlling
person  of  the  Registrant  in  the  successful  defense of any action, suit or
proceeding)  is  asserted  by  such  director,  officer or controlling person in
connection  with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate  jurisdiction  the  question  whether such
indemnification  by it is against public policy as expressed in the Act and will
be  governed  by  the  final  adjudication  of  such  issue.

                         (signatures on following page)

<PAGE>
                                     ------
                                   SIGNATURES


The Registrant.  Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City  of  Atlanta, State of Georgia, on February 27, 2001.


                                                AirGate  PCS,  Inc.


                                          By:  /s/  THOMAS  M.  DOUGHERTY
                                             ------------------------------
                                                 Thomas  M.  Dougherty
                                       President  and  Chief  Executive  Officer


     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  indicated  as  of  February  27,  2001.

Name                                                         Title
/s/  THOMAS  M.  DOUGHERTY                      President,  Chief  Executive
----------------------------                       Officer  and  Director
 Thomas  M.  Dougherty                          (Principal  Executive  Officer)
February  27,  2001


/s/  ALAN  B.  CATHERALL                           Chief  Financial  Officer
---------------------------         (Principal Financial and Accounting Officer)
Alan  B.  Catherall
February  27,  2001


/s/  W.  CHRIS  BLANE*                           Vice  President  of Business
---------------------------                        Development and Director
W.  Chris  Blane
February 27, 2001

/s/  THOMAS  D.  BODY,  III*                    Vice  President of Strategic
----------------------------                      Development and Director
Thomas  D.  Body,  III
February 27, 2001

/s/ Barry  Schiffman *                                      Director
----------------------------
Barry Schiffman
February 27, 2001

/s/  GILL  COGAN*                                           Director
---------------------------
Gill  Cogan
February  27,  2001

/s/  ROBERT  A.  FERCHAT*                                   Director
----------------------------
Robert  A.  Ferchat
February  27,  2001

/s/  JOHN  R.  DILLON*                                      Director
----------------------------
John  R.  Dillon
February  27,  2001

* By Barbara L. Blackford, Attorney in Fact, pursuant to Power of Attorney filed
herewith  as  Exhibit  24.1.




                                  EXHIBIT INDEX
                                       TO
                       REGISTRATION STATEMENT ON FORM S-8

 Exhibit Number                            Description
      --------------     -------------------------------------------------------
           4.1              Amended  and  Restated  Certificate  of
                            Incorporation of the Registrant (incorporated  by
                            reference  from  Exhibit 3.1 to the Registration
                            Statement on Form  S-1/A,  filed  by the Registrant
                            with the Commission on June 15, 1999 (SEC
                            File  Nos.  333-79189-02  and  333-79189-01).

           4.2              Amended  and  Restated By-laws of the Registrant
                            (incorporated by reference from  Exhibit  3.2  to
                            the  Registration  Statement on Form S-1/A, filed by
                            the Registrant with the Commission on June 15, 1999
                            (SEC File Nos. 333-79189-02 and 333-79189-01).

           4.3              Specimen  certificate  representing  the  Common
                            Stock  (incorporated  by reference from Exhibit 4.1
                            to the Registration Statement on Form S-1/A,
                            filed by the  Registrant with the Commission
                            on June 15, 1999
                            (SEC File Nos. 333-79189-02 and  333-79189-01).

           5.1              Opinion  of  Counsel

          23.1              Consent  of  Counsel  (included  in  Exhibit  5.1)

          23.2              Consent  of  KPMG  LLP

          24.1              Power  of  Attorney

          99.1              AirGate PCS, Inc. 2001 Employee Stock Purchase Plan

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

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>OPINION OF COUNSEL
<TEXT>



                                   Exhibit 5.1

                          Opinion of Alston & Bird LLP


<PAGE>
                                 Alston&Bird LLP
                               One Atlantic Center
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309-3424

                                  404-881-7000
                        Fax: 404-881-7777  Telex: 54-2996

                                February 27, 2001

AirGate  PCS,  Inc.
Harris  Tower,  Suite  1700
233  Peachtree  Street
Atlanta,  Georgia  30303

     Re:     Form  S-8  Registration  Statement  --
             AirGate  PCS,  Inc.  2001  Employee  Stock  Purchase  Plan
             AirGate  PCS,  Inc.  2001  Non-Executive  Stock  Option  Plan

Ladies  and  Gentlemen:

     We  have acted as counsel to AirGate PCS, Inc., a Delaware corporation (the
"Corporation"),  in  connection  with  the  filing  of  the  above-referenced
Registration  Statement  on  Form  S-8  (the  "Registration Statement") with the
Securities  and  Exchange  Commission  (the  "Commission") to register under the
Securities Act of 1933, as amended (the "Securities Act"), 350,000 shares of the
Corporation's common stock, $0.01 par value per share ("Common Stock"), that may
be  issued  pursuant  to the AirGate PCS, Inc. 2001 Employee Stock Purchase Plan
and  the  AirGate  PCS, Inc. 2001 Non-Executive Stock Option Plan (the "Plans").
This  opinion  letter  is  rendered  pursuant  to  Item  8  of Form S-8 and Item
601(b)(5)  of  the  Commission's  Regulation  S-K.

     We  have  examined  the  Plans,  the  Amended  and  Restated Certificate of
Incorporation  of  the  Corporation,  the  Amended  and  Restated  Bylaws of the
Corporation, records of proceedings of the Board of Directors of the Corporation
deemed  by  us to be relevant to this opinion letter, the Registration Statement
and  other  documents  and  agreements  we  deemed  necessary  for  purposes  of
expressing  the  opinion set forth herein.  We also have made such further legal
and  factual examinations and investigations as we deemed necessary for purposes
of  expressing  the  opinion  set  forth  herein.
     As  to  certain  factual  matters  relevant to this opinion letter, we have
relied  upon  certificates  and  statements  of  officers of the Corporation and
certificates  of  public  officials.  Except  to  the extent expressly set forth
herein,  we  have  made  no independent investigations with regard thereto, and,
accordingly,  we  do  not express any opinion as to matters that might have been
disclosed  by  independent  verification.

     This  opinion  letter is provided to the Corporation and the Commission for
their  use  solely  in  connection  with  the  transactions  contemplated by the
Registration  Statement  and  may  not  be used, circulated, quoted or otherwise
relied  upon  by  any  other person or for any other purpose without our express
written  consent.  The only opinion rendered by us consists of those matters set
forth  in  the sixth paragraph hereof, and no opinion may be implied or inferred
beyond  those  expressly  stated.

     Our  opinion  set  forth below is limited to the General Corporation Law of
the State of Delaware, applicable provisions of the Constitution of the State of
Delaware  and  reported judicial decisions interpreting such General Corporation
Law  and  Constitution,  and we do not express any opinion herein concerning any
other  laws.

     Based on the foregoing, it is our opinion that the 350,000 shares of Common
Stock  covered  by  the  Registration Statement and to be issued pursuant to the
Plans,  when  issued  in  accordance with the terms and conditions of the Plans,
will  be  legally  and  validly  issued,  fully  paid  and  nonassessable.

     We  consent  to  the  filing  of  this  opinion letter as an exhibit to the
Registration  Statement  and  to  the  use of our name wherever appearing in the
Registration Statement.  In giving such consent, we do not thereby admit that we
are  within the category of persons whose consent is required under Section 7 of
the  Securities  Act  or the rules and regulations of the Commission thereunder.

                              Sincerely,

                              ALSTON  &  BIRD  LLP


                              By:  /s/  Laura  G.  Thatcher
                                   ------------------------
                                   Laura  G.  Thatcher,  Partner

<PAGE>




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>CONSENT OF KPMG
<TEXT>







                                  Exhibit 23.2

                               Consent of KPMG LLP


<PAGE>
                        INDEPENDENT ACCOUNTANTS' CONSENT

The  Board  of  Directors
AirGate  PCS,  Inc.:

We  consent  to the incorporation by reference in this Registration Statement on
Form S-8 of AirGate PCS, Inc. of our report dated November 10, 2000, relating to
the  consolidated  balance  sheets  of  AirGate PCS, Inc. and subsidiaries as of
September  30,  2000  and  1999,  and  the  related  consolidated  statements of
operations,  stockholders'  equity  (deficit), and cash flows for the year ended
September 30, 2000, the nine month period ended September 30, 1999, and the year
ended  December 31, 1998, which report appears in the September 30, 2000, annual
report  on  Form  10-K  of  AirGate  PCS,  Inc.



KPMG  LLP
Atlanta,  Georgia
February  28,  2001


<PAGE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.1
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>







                                  Exhibit 24.1

                                Power of Attorney


<PAGE>
                                POWER OF ATTORNEY

     KNOW  ALL  MEN  BY THESE PRESENTS, that each person whose signature appears
below, as a Director or Officer of AirGate PCS, Inc. (the "Company"), a Delaware
corporation  with  its  general  offices  in Atlanta, Georgia, does hereby make,
constitute  and  appoint  Thomas  M. Dougherty, Alan B. Catherall, or Barbara L.
Blackford,  or  any  one  of  them  acting  alone,  his  or  her true and lawful
attorneys-in-fact and agent, with full power of substitution and resubstitution,
for  him  or  her  and  in  his  or  her  name,  place and stead, in any and all
capacities,  to  sign a Registration Statement on Form S-8 to register shares of
the  Company's  common stock for issuance pursuant to the AirGate PCS, Inc, 2001
Employee  Stock Purchase Plan and the AirGate PCS, Inc. 2001 Non-Executive Stock
Option  Plan, and any or all amendments (including post-effective amendments) to
such Registration Statement, and to file the same, with all exhibits thereto and
other  documents  in  connection  therewith,  with  the  Securities and Exchange
Commission,  granting  unto said attorneys-in-fact and agents, and each of them,
full  power  and  authority  to  do  and  perform  each  and every act and thing
requisite  and  necessary  to be done in and about the premises, as fully to all
intents  and purposes as he or she might or could do in person, hereby ratifying
and  confirming  all  that  said  attorneys-in-fact and agents or any of the, or
their  or  his or her substitutes, may lawfully do or cause to be done by virtue
hereof.

     IN  WITNESS WHEREOF, the undersigned as caused this Power of Attorney to be
executed  as  of  this  26th  day  of  February  2001.


/s/  W.  Chris  Blane
---------------------------
W.  Chris  Blane,  Director  and
V.P.  of  Business  Development



/s/  Thomas  D.  Body,  III                 /s/  Thomas  M.  Dougherty
--------------------------------           ---------------------------
Thomas  D.  Body,  III,  Director  and     Thomas  M.  Dougherty,  Director  and
V.P.  of  Strategic  Development              President  and  CEO



/s/  Gill  Cogan                          /s/  Robert  A.  Ferchat
---------------------------              -------------------------------
Gill  Cogan,  Director                     Robert  A.  Ferchat,  Director



/s/  John  R.  Dillon                    /s/  Barry  Schiffman
-----------------------------             -------------------------------
John  R.  Dillon,  Director               Barry  Schiffman,  Director



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>AIRGATE PCS, INC. 2001 EMPLOYEE STOCK PURCHASE PLAN
<TEXT>






                                   Exhibit 99.1


                                AIRGATE PCS, INC.
                        2001 EMPLOYEE STOCK PURCHASE PLAN


                                TABLE OF CONTENTS

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


<PAGE>


                                AIRGATE PCS, INC.
                        2001 EMPLOYEE STOCK PURCHASE PLAN


                                    ARTICLE I
                                   BACKGROUND

     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.  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.  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
                                   DEFINITIONS

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

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

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

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

     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.  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.  An  Employee  eligible  to participate in the
Plan  pursuant  to  Section  3.1.

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

     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.  Offering Date shall mean the first Trading Date of
each  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.  Option  shall  mean  the  option to purchase Common Stock
granted  under  the  Plan  on  each  Offering  Date.

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

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

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

     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.  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.  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.  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 PARTICIPATION

     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.  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.  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 AVAILABLE

     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.   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.  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.  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 PROVISIONS

     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.  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.  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 STOCK

     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.

     (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.  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.  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.  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.  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; DISTRIBUTIONS

     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.  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.   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.    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.  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 TERMINATION

     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.  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
                                  MISCELLANEOUS

     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.  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.  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.  The Corporation is under no
obligation  to  repurchase  from  any  Participant  any  shares  of Common Stock
acquired  under  the  Plan.

     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.  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.

                           * * * * * * * * * * * * * *
     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:  Barbara  L.  Blackford
                    Its:  Vice  President,  General  Counsel  and  Secretary


<PAGE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>AIRGATE PCS, INC. 2001 NON-EXECUTIVE STOCK OPTION PLAN
<TEXT>








                                 Exhibit 99.2


                                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                                              7
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                                            9
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               11
10.1     Amendment,  Modification  and  Termination                   11
10.2     Awards  Previously  Granted                                  11
ARTICLE  11  GENERAL  PROVISIONS                                      11
11.1     No  Rights  to  Awards                                       11
11.2     No  Stockholder  Rights                                      11
11.3     Withholding                                                  11
11.4     No  Right  to  Employment                                    12
11.5     Unfunded  Status  of  Awards                                 12
11.6     Relationship  to  Other  Benefits                            12
11.7     Expenses                                                     12
11.8     Titles  and  Headings                                        12
11.9     Gender  and  Number                                          12
11.10     Fractional  Shares                                          12
11.11     Government  and  Other  Regulations                         12
11.12     Governing  Law                                              13
11.13     Additional  Provisions                                      13


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

                                    ARTICLE I
                                     PURPOSE

     1.1     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 2
                                 EFFECTIVE DATE

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

                                    ARTICLE 3
                                   DEFINITIONS

     3.1     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) 35% or more
of  the  then-outstanding shares of common stock of the Company ("Company Common
Stock")  or  (ii)  securities  of  the  Company  representing 35% 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 55% 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 35% or more of the total common stock or 35% 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 4
                                 ADMINISTRATION

     4.1     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  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  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 5
                           SHARES SUBJECT TO THE PLAN

     5.1.     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  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 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 6
                                   ELIGIBILITY

     6.1.     GENERAL.  Options  may  be granted only to Eligible Participants.
               -------

                                    ARTICLE 7
                                  STOCK OPTIONS

     7.1.     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 8
                         PROVISIONS APPLICABLE TO AWARDS


     8.1.     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.     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 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  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  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  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 9
                          CHANGES IN CAPITAL STRUCTURE

     9.1.     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 10
                     AMENDMENT, MODIFICATION AND TERMINATION

     10.1.     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  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 11
                               GENERAL PROVISIONS

     11.1.     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  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.     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  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  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 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.     EXPENSES.  The expenses of administering the Plan shall be borne
                --------
by  the  Company  and  its  Parents  or  Subsidiaries.

     11.8.     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  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  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  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  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  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:  Barbara  L.  Blackford
                         Its:  Vice  President,  General  Counsel  and Secretary

</TEXT>
</DOCUMENT>
</SUBMISSION>
