





                                   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


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