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                                                               AIRGATE PCS, INC.
                                                    Moderator: (Drew)(Landerson)
                                                            11-14-01/10:00 am CT
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                                AIRGATE PCS, INC.

                          Moderator: (Drew) (Landerson)
                                November 14, 2001
                                   10:00 am CT

Operator:             Good day, everyone,  and welcome to this AirGate PCS, Inc.
                      conference call. Today's call is being recorded. At this
                      time for opening remarks and introduction, I would like to
                      turn the conference over to Mr. (Landerson). Please go
                      ahead.

(Drew)(Landerson):    Thank you. Statements made in this conference call
                      regarding expected financial results and other planned
                      events should be considered forward-looking statements
                      that are subject to various risks and uncertainties. Such
                      forward-looking statements are made pursuant to the Safe
                      Harbor Provision of the Private Securities Litigation
                      Reform Act of 1995 and are made based on management's
                      current expectations or beliefs as well as assumptions
                      made by and information currently available to management.

                      A variety of factors could cause actual results to differ
                      materially from those anticipated. For a detailed
                      discussion of these factors and other cautionary
                      statements, please refer to AirGate's filings with the
                      Securities and Exchange Commission, especially in the
                      Investment Consideration section of AirGate's Form 10-K
                      for the fiscal year ended September 30th, 2000, Form 10-Q
                      for the

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                                                               AIRGATE PCS, INC.
                                                    Moderator: (Drew)(Landerson)
                                                            11-14-01/10:00 am CT
                                                            Confirmation #787518
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                      fiscal quarter ended June 30th, 2001, and in subsequent
                      filings with the Securities and Exchange Commission.

                      On August 28th, 2001, AirGate entered into a merger
                      agreement with iPCS. In connection with the proposed
                      merger, AirGate PCS has filed with the SEC a proxy
                      statement and prospectus. Investors and security holders
                      are urged to carefully read the proxy statement and
                      prospectus because it contains important information.

                      Investors and security holders may obtain a free copy of
                      the proxy statement and prospectus and other documents
                      containing information about AirGate and iPCS without
                      charge at the SEC's Website at www.sec.gov. Copies of the
                                                     -----------
                      proxy statement and prospectus and the SEC filings may
                      also be obtained for free by directing your request to
                      Sharon (Kushner) at AirGate PCS at the company's offices
                      in Atlanta, Georgia.

                      Statements made in this call today will not constitute an
                      offer to sell or the solicitation of an offer to buy
                      shares of AirGate which may be made only by means of the
                      prospectus.

                      I would now like to introduce Tom Dougherty, Chief
                      Executive Officer and President of AirGate PCS. Please go
                      ahead, sir.

Thomas Dougherty:     Thank you, (Drew). Good morning, ladies and gentlemen, and
                      thank you for joining us today. I'd like to welcome you to
                      the AirGate PCS Quarterly conference call with analysts
                      and investors. With me on the call today is Alan
                      Catherall, Chief Financial Officer of AirGate PCS.

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                                                               AIRGATE PCS, INC.
                                                    Moderator: (Drew)(Landerson)
                                                            11-14-01/10:00 am CT
                                                            Confirmation #787518
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                      The purpose of this call is to review financial and
                      operating trends reflected in the fourth fiscal quarter
                      ended September 30th, 2001. We issued a news release
                      yesterday afternoon and each of you should have received a
                      copy of the release and accompanying financial summary.
                      iPCS also issued a press release and had an earnings
                      conference call this morning to address their results.

                      I will begin the call with some brief comments about the
                      company's operations. I will then turn the call over to
                      Alan who will follow with a more detailed account of the
                      financial results, key operating statistics, and guidance
                      for the fourth fiscal quarter. I'm sorry, for the fourth
                      annual - fourth calendar quarter, our first fiscal
                      quarter.

                      Superior execution of our operating strategy resulted in
                      another outstanding quarter capping off an extraordinary
                      year for AirGate PCS. The quarter was highlighted by first
                      adding a record 55,600 net new subscribers, again
                      exceeding expectations.

                      Secondly, surpassing the 200,000th customer milestone with
                      over 235,000 subscribers. This represents a penetration
                      rate of approximately 3.9% of covered POPs, which we
                      accomplished in one year and nine months. Thirdly,
                      recording over $62 million in total revenue for the
                      quarter, again exceeding expectations.

                      And lastly, announcing a definitive agreement for the
                      proposed merger with iPCS, a Sprint PCS network partner
                      based in Schaumburg, Illinois, which upon completion will
                      establish AirGate as the largest Sprint PCS network
                      partner based on covered POPs.

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                                                               AIRGATE PCS, INC.
                                                    Moderator: (Drew)(Landerson)
                                                            11-14-01/10:00 am CT
                                                            Confirmation #787518
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                      Our aggressive sales and marketing initiatives in our
                      territory combined with the power of the Sprint PCS brand
                      name again led to better than expected growth in customer
                      additions, a very important indicator of success in our
                      business. We also achieved another quarter of impressive
                      growth in total revenues and strong average revenue per
                      user.

                      The growth we have experienced in fiscal 2001 has been
                      phenomenal and we believe we're very well positioned for
                      continued success as we enter our next fiscal year.

                      AirGate continues to maintain its position as the leading
                      Spring PCS affiliate in terms of new customer acquisition
                      and our market penetration rates consistently trend higher
                      than industry averages.

                      In only one year of providing commercial service
                      throughout our territory, we have achieved a covered POP
                      penetration of 3.9%. This compared to a covered POP
                      penetration of 3.1% at the end of the prior quarter. So
                      during the past calendar year, we have covered - through
                      our covered penetration, we have increased by almost 3%.

                      Sales activity continues to be robust in our markets as we
                      maintain a sharp focus on the execution of our sales and
                      marketing strategy. As you are aware, to the customers in
                      our Southeastern territory, we are Sprint PCS and as such,
                      we benefit from the brand name nationwide network coverage
                      and promotion and pricing plans of Sprint PCS.

                      Our regional marketing focus combined with the power of
                      the Sprint PCS brand provide the distinct competitive
                      advantage for AirGate in today's wireless communication
                      market. In addition, Sprint PCS is at the forefront of

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                                                               AIRGATE PCS, INC.
                                                    Moderator: (Drew)(Landerson)
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                      offering innovative and competitive rate plans. By
                      offering customers more flexibility and better value for
                      their money, we believe we can compete more effectively in
                      our territory.

                      Our exceptionally strong customer growth in the fourth
                      fiscal quarter was largely driven by special promotions
                      through Radio Shack and attractive new plans and
                      promotions throughout the rest of our distribution.

                      In addition, in May, Sprint PCS removed the deposit
                      requirement from any of the customers with Account
                      Spending Limit or ASL plans. I'd like to mention however,
                      that less than 50% of our new customers during the quarter
                      fell into this latter, no deposit ASL category and we
                      continue to closely monitor the quality of our customer
                      base to reduce the risk of bad debt.

                      For example, for certain credit level customers, we
                      actively encourage the purchase of low subsidy handsets
                      offered in our retail stores and continue to collect both
                      an activation and the setup fee for new customers.

                      We certainly want to attract additional customers and
                      increase our market penetration, which includes finding
                      ways to profitably serve the lower quality credit
                      customers in our territory. We believe these customers
                      have a higher value than prepaid customers. However, we
                      are very mindful of the added risk and therefore, are very
                      focused on limiting our exposure by opposing certain
                      standards for this segment of our potential customer base.

                      As these ASL customers demonstrate a six-month good
                      payment history, they are integrated into our traditional
                      base and their spending limit is removed. In other words,
                      they become postpaid customers.

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                                                               AIRGATE PCS, INC.
                                                    Moderator: (Drew)(Landerson)
                                                            11-14-01/10:00 am CT
                                                            Confirmation #787518
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                      We now have a total of 36 retail stores in our territory
                      and approximately 45% of our new customer sales are coming
                      from our directly controlled channels. An additional 20%
                      of our new customer additions came from the Sprint
                      channels, primarily the Sprint local exchange carrier that
                      covers 30% of our territory.

                      The ability to direct gross additions through these
                      channels has helped AirGate leverage the fixed costs of
                      selling, keeping customer acquisition cost per new
                      subscriber among the lowest in the PCS industry.

                      Finally, we continue to enjoy additional distribution to
                      well-known companies, including our exclusive PCS
                      arrangement with Radio Shack and other retailers like Best
                      Buy, Circuit City, and Staples. We have access to over 300
                      retail locations in our territory, providing another key
                      advantage for reaching new customers.

                      While we have had tremendous success to date in our
                      Southeastern territory, we're even more excited about the
                      opportunity to leverage our success and expand the scope
                      of our operations.

                      Certainly, a significant event of the past quarter and of
                      the year for AirGate was our announcement on August 28th,
                      2001 of the signing of a definitive agreement to merge
                      with iPCS. As you are aware, iPCS, Inc. is a Sprint PCS
                      network partner providing Sprint PCS wireless personal
                      communication services in the Midwestern United States.

                      iPCS has the exclusive right to provide mobile wireless
                      personal communication network services under the Spring
                      PCS brand to a total

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                                                               AIRGATE PCS, INC.
                                                    Moderator: (Drew)(Landerson)
                                                            11-14-01/10:00 am CT
                                                            Confirmation #787518
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                      population of more than 7.4 million population in 37
                      markets located in Illinois, Michigan, Iowa, and eastern
                      Nebraska.

                      Like AirGate, iPCS' territory enjoys strong demographics
                      to support the growing demand for wireless service. iPCS'
                      service territory is also characterized by more limited
                      competition and includes Grand Rapids, which is the
                      largest market affiliated by Sprint PCS with over a
                      million POPs.

                      In addition, in 26 of iPCS' 37 BTAs, the company has 30
                      megahertz of spectrum. Its territory also includes the
                      headquarters of a number of large companies such as State
                      Farm Insurance, Archer Daniels Midland, Dow Chemical, John
                      Deere, and Caterpillar, as well as over 90 colleges and
                      universities.

                      iPCS' build-out is expected to be completed by the end of
                      this calendar year. At that point, our network
                      infrastructure will cover 12 million people in key markets
                      throughout the Southeastern and Midwestern United States.
                      When combined, our footprint will be contiguous to over 30
                      million POPs in major cities operated by Sprint PCS,
                      including Atlanta, Charlotte, Chicago, Detroit,
                      Indianapolis, and St. Louis. We believe iPCS is fully
                      funded through a free cash flow breakeven.

                      This transaction represents a tremendous strategic
                      opportunity for AirGate to significantly expand the size
                      and scope of our operations and become the premiere Sprint
                      PCS affiliate. The additional operating efficiencies,
                      financial flexibility, and growth potential were key
                      factors in our decision to pursue this opportunity and we
                      clearly believe this deal is in the best interest of
                      AirGate and its shareholders.

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                                                               AIRGATE PCS, INC.
                                                    Moderator: (Drew)(Landerson)
                                                            11-14-01/10:00 am CT
                                                            Confirmation #787518
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                      Together we'll be able to leverage the assets and
                      operating expertise of both companies as well as the
                      proven Sprint PCS brand to more effectively penetrate both
                      the iPCS and AirGate market territories.

                      Completion of the merger is subject to shareholder
                      approval by both companies and other customary closing
                      conditions and regulatory approvals. A special meeting of
                      AirGate shareholders has been set for November 27th, 2001
                      and pending approval, we anticipate final closing by the
                      end of November.

                      In addition, as previously announced following shareholder
                      approval and the closing of this proposed merger, we are
                      exploring the flexibility offered by a registered
                      secondary offering to help migrate - mitigate any
                      liquidity issues arising from the large increase in our
                      shares outstanding.

                      We will enter into a Registration Rights Agreement at the
                      time of the merger that will require us, upon the request
                      of Blackstone, a major shareholder of iPCS, to use our
                      best efforts to complete a secondary offering. We filed
                      the universal Registration Statement yesterday to give us
                      the greatest flexibility to accomplish this secondary
                      offering.

                      We're very excited about the many opportunities afforded
                      by this proposed merger. With our attractive markets,
                      larger scale, the strong support of Sprint PCS, and a
                      proven ability to execute our strategy, we're confident we
                      have the right formula for continued growing success.

                      At this point, I'd like to turn the call over to Alan
                      Catherall, our Chief Financial Officer at AirGate to
                      provide you with a summary of our operating

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                                                               AIRGATE PCS, INC.
                                                    Moderator: (Drew)(Landerson)
                                                            11-14-01/10:00 am CT
                                                            Confirmation #787518
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                      highlights, financial results, and guidance for the first
                      fiscal quarter of 2002. Alan?

Alan Catherall:       Thanks, Tom, and good morning. For the quarter, we
                      reported total revenue of $62.3 million, a 25% sequential
                      increase compared with $49.7 million in our third fiscal
                      quarter. Revenue was also ahead of consensus expectations.
                      Of this total revenue, $39 million was service revenue,
                      $19.8 million was derived from roaming, and $3.4 million
                      related to the sale of handsets and accessories.

                      Our revenue accounting policy includes a provision whereby
                      we do not recognize revenue from subscribers for which the
                      likelihood of collecting such revenue is not reasonably
                      assured. And we also exclude those subscribers from our
                      reported subscriber base and net addition metrics.
                      However, our expenses include all acquisition costs, even
                      those related to customers excluded from our net adds.

                      As Tom mentioned previously, we will continue to closely
                      monitor the quality of our customer base and focus on
                      reducing our exposure to bad debts or fraudulent
                      subscribers.

                      We reported an EBITDA loss excluding non-cash stock option
                      comp of $9.9 million. EBITDA before customer acquisition
                      costs was a positive $15 million for the quarter, compared
                      with a positive $10.4 million for the previous quarter.

                      During the quarter, operating expenses increased to $50.2
                      million. The increase is primarily related to higher
                      roaming expenses when the rapidly growing AirGate customer
                      base roams on Sprint's network; in addition,

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                                                               AIRGATE PCS, INC.
                                                    Moderator: (Drew)(Landerson)
                                                            11-14-01/10:00 am CT
                                                            Confirmation #787518
                                                                         Page 10

                      billing in customer car services purchased from Sprint,
                      the 8% affiliation fee, and cell-site lease expenses.

                      We also incurred $22.4 million in expenses related to
                      sales and marketing, such as salaries and store expenses
                      and such subsidies and other promotion and advertising
                      costs.

                      Looking at our balance sheet, AirGate had $14.3 million in
                      cash and cash equivalence at the end of the fourth quarter
                      of fiscal 2001, compared with $7.8 million in cash and
                      cash equivalence at the end of the third quarter. On
                      October the 5th, we borrowed an additional $10 million
                      under our Senior Credit Facility.

                      As we have previously stated, we expect the proceeds of
                      our current equity and debt offerings completed in
                      September 1999, together with our un-drawn Senior Credit
                      Facility commitment of $68 million, as of today or for net
                      capital expenditures and working capital requirements
                      through EBITDA breakeven in 2002 and also in 2003 when we
                      expect to have achieved positive free cash flow.

                      In summary, the company had total borrowings of $266.3
                      million including $75.5 million of borrowings outstanding
                      under our Senior Credit Facility Agreement at September
                      30th, 2001. The total committed Senior Credit Facility is
                      $153.5 million.

                      Let me give you some additional quarterly operating
                      statistics. AirGate added a record number of 55,622 net
                      new customers in the fourth quarter, about 13,000
                      customers over consensus and expectations. As of September
                      30th, 2001, AirGate had 235,025 subscribers.

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                                                               AIRGATE PCS, INC.
                                                    Moderator: (Drew)(Landerson)
                                                            11-14-01/10:00 am CT
                                                            Confirmation #787518
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                    ARPU was $62 for the full fiscal quarter, compared with $63
                    for the previous quarter. Also including roaming was $94. As
                    noted in our press release, we are now reporting ARPU gross
                    of bad debt rather than net of bad debt. We have made the
                    change to be consistent with the current industry practices.

                    AirGate's Cost Per Gross Addition, CPGA, was $343, compared
                    with $377 in the third fiscal quarter. This reflects the
                    cost control we continue to maintain over custom acquisition
                    costs.

                    Customer average Minutes Of Use, MOU, was 549 in the fourth
                    fiscal quarter, compared with 528 minutes for the third
                    fiscal quarter. The increase in minutes is primarily due to
                    the popularity of the high minute rate plans.

                    Churn, net of 30-day returns, was 2.8% in the fourth fiscal
                    quarter, consistent with the prior quarter. We recorded 105
                    million minutes of roaming in the fourth quarter, compared
                    with 76 million minutes in the third quarter.

                    As noted previously, during the fourth fiscal quarter, we
                    received $19.8 million in roaming revenue from Sprint PCS
                    customers, ahead of projections and consensus estimates of
                    $17.5 million. Our roaming expense in the quarter was $13.4
                    million. As a result, the net roaming margin increased to
                    $6.4 million in the fourth fiscal quarter, compared with
                    $6.1 million in the prior quarter.

                    The ratio of inbound traffic to outbound traffic was
                    approximately 1.5 to 1 in the fourth fiscal quarter,
                    compared to 1.6 to 1 in the third fiscal quarter. This ratio
                    is expected to decline as our subscriber base continues to
                    grow.

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                                                               AIRGATE PCS, INC.
                                                    Moderator: (Drew)(Landerson)
                                                            11-14-01/10:00 am CT
                                                            Confirmation #787518
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                    Capital expenditures in the three months ended September
                    30th, 2001 were $15.3 million. For the full fiscal year,
                    capital expenditures totaled $56 million.

                    Before we take any questions, I'd like to provide guidance
                    for the first fiscal quarter of 2002 ending December 31st.
                    The guidance is for stand-alone AirGate. Upon the successful
                    completion of the merger with iPCS, revised guidance for the
                    quarter will be provided for the combined company to reflect
                    purchase accounting, i.e., two months stand-alone AirGate,
                    one month combined AirGate and iPCS. And that's based on the
                    next expected November 30th closing date.

                    First of all and again, this is stand-alone Airgate, first
                    of all, we expect approximately 60,000 to 65,000 net adds.
                    ARPU will be approximately $59 to $61; the decline reflects
                    the expected seasonal decline we expect in the current
                    quarter.

                    Thirdly, roaming revenue. Roaming revenue is forecasted to
                    be between $14 and $16 million. Conversely, roaming expense
                    is forecasted to be between $12 and $14.

                    EBITDA losses, excluding non-cash stock option comp expense,
                    will be approximately $13 to $15 million. The EBITDA loss
                    guidance reflects the high number of expected net adds as
                    well as the seasonal decline in roaming traffic. Finally,
                    cap ex - capital expenditures will be approximately $9 to
                    $10 million.

                    And with that, Tom and myself will now open up the call for
                    Q&A.

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                                                               AIRGATE PCS, INC.
                                                    Moderator: (Drew)(Landerson)
                                                            11-14-01/10:00 am CT
                                                            Confirmation #787518
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Operator:           Thank you. Today's question and answer session will be
                    conducted electronically. In order to pose a question,
                    please press the star key followed by the digit one on your
                    touchtone telephone. Once again, if you would like to ask a
                    question today, please press the star key followed by the
                    digit one.

                    We'll go next to John (Benshe) of Lehman Brothers. Mr.
                    (Benshe), your line is open.

John (Benshe):      Hi. Thank you very much. I was listening to the iPCS call
                    and they indicated with regard to the compensation to the
                    distribution channels with regard to ASL, they were making
                    some modifications going out to 180-day sort of claw-back if
                    the customer turns off and also kind of upping the
                    incentives on postpaid plans to sort of redirect the focus
                    of the sales force.

                    Can you comment - is that some initiatives that you felt
                    them with? Are those ones you're paralleling in your
                    markets? And generally, any anecdotal color you could give
                    us on how ASL is progressing and how you're controlling the
                    going in cost?

Thomas Dougherty:   John, this is Tom. I'm very happy to give you some color on
                    that. iPCS has been looking at what we have been doing for
                    ASL to make it a very strong, very positive, very productive
                    product offering.

                    And their distribution is somewhat different than ours and
                    if they have a larger number of independent, what they call
                    a local (fillian) doors. And because so many of their net
                    adds come through those doors, they have spent the time
                    focusing on that channel for how they would compensate for
                    those commission payments, for example.

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                                                               AIRGATE PCS, INC.
                                                    Moderator: (Drew)(Landerson)
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                    So what they have done is exactly what you have described
                    and that is focused on the local (fillian) channel only.
                    That is not what they're doing in retail stores; that is not
                    what they're doing in the standard national doors such as
                    Radio Shack or Circuit City. So it was their initiative but
                    they did it after examining what we had done and felt like
                    that was the most effective they could be in their channel.

John (Benshe):      So I'm to assume your current policy and your markets
                    already have the 180-day claw-back?

Thomas Dougherty:   On - the local (fillian) is virtually an insignificant
                    amount. And in our retail stores, we have 180-day claw-back
                    from our own employees, which is our largest single
                    distribution channel.

John (Benshe):      And a final question also on this ASL topic. We've actually
                    seen some Sprint channels more in the New York market really
                    advertising ASL and no deposit ASL, you know, kind of a, got
                    bad credit? Come see us about ASL.

                    I was wondering is that just third party channels that would
                    be allowed to do that because I was under the impression it
                    wasn't really a product that was marketed but was available
                    if a product credit check of the customer came up short?

Thomas Dougherty:   I think if you ask Sprint the question, they would tell you
                    that that is against the policy that they have in place and
                    that they would prefer that people not highly publicize the
                    no deposit ASL but rather it's a product to be offered at
                    the point of sale if a customer fails to meet the credit
                    qualifications for postpaid.

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                    We are operating much as Sprint wants us to by not putting
                    out signage to encourage bad credit, you know, weaker credit
                    customers to seek us out. And we don't think that Sprint
                    would want us to do it and we're not doing that.

John (Benshe):      Lastly Tom, how does the Virgin Mobile (JV) Sprint is
                    gearing up for next year impacting affiliates?

Thomas Dougherty:   A future affiliate gives an opportunity, John,to make a
                    choice of their own as to whether or not they are going to
                    wholesale to companies such as Virgin. And they make that
                    choice once per year. So each one of us has made that choice
                    and so some of those are going to be using Virgin as a
                    distribution channel.

                    Just for your information, AirGate has made the decision to
                    not sell through Virgin and other distributors, if you will,
                    for the simple reason that our markets are not developed to
                    the point where they will add exactly what we want in the
                    way of distribution.

John (Benshe):      Thank you very much. A great quarter.

Thomas Dougherty:   Thank you. We think it's a great quarter and we're happy to
                    hear you say so.

Operator:           We'll go next to Bill (Benton) from William Blair.

Bill (Benton):      Hi, guys. A great quarter as well - I helped. With regard to
                    - I guess when I was doing some calculations here on the
                    back of an envelope, it looked as though a few markets grew
                    at kind of industry rate, you grabbed about one out


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                      of every two net adds in your market.  I know you base a
                      heck of a lot more competitors than that.

                      So I was wondering if you could just comment on the
                      competitive environment and seen any changes there? And
                      then also, if you're seeing anything - Singular I know has
                      been talking about doing a little bit in terms of
                      advertising the GPRS capabilities in the Carolinas. Do you
                      guys see anything on that?

Thomas Dougherty:     First of all, let me take the Singular base.  The answer
                      is no.

Bill (Benton):        Okay.

Thomas Dougherty:     And in terms of your assessment about our ability to
                      garner as much as one out of every two of the net adds in
                      terms of penetration, I just think that you're a very
                      astute observer.

Bill (Benton):        There's no change though in terms of the overall
                      competitors - you haven't seen anybody pulling back or
                      anything?

Thomas Dougherty:     No. We face the same  competitors.  And they are out there
                      working, trying to garner the market share. And, you know,
                      we're very pleased to see that our competitive offering is
                      just that. We're not the cheapest. You know, we don't
                      offer the lowest priced product. We don't offer the lowest
                      priced handset. We don't offer the lowest priced service.

                      But in spite of that, with the brand name and the customer
                      service that we provide and the closer rates that we get
                      in our retail stores and the relationships we have with
                      Radio Shack and others, we seem to be winning a

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                    large number of those customers. And I don't think we're
                    doing it through trickery, it's just good hard work.

Bill (Benton):      Okay. And I just have one follow-up question. The subsidy -
                    handset subsidy appears to be ticked down sequentially. And
                    I'm trying to - is that part of what you're doing with
                    regard to actively steering people in your channels to the
                    lower subsidy handsets, you think? Or is there something
                    else going on?

Alan Catherall:     Bill, this is Alan. There's really nothing else going on.
                    The subsidy did tick down but very slightly. There's a
                    couple of, you know, two or three dollars, no more than
                    that.

Bill (Benton):      Okay.

Thomas Dougherty:   And I think that what you ought to expect is that there will
                    be, you know, a slight tick up, a slight tick down. I don't
                    think that you'll see a great change in that over time. It
                    will probably vacillate around the same area that it's in
                    right now.

Bill (Benton):      Okay.  Great guys, well, great quarter.  Thanks.

Thomas Dougherty:   Thank you.

Operator:           We'll go next to Mike (Atar) of Morgan Stanley.

Mike                (Atar): Congratulations on the quarter. A couple of
                    questions, first, in terms of - I know you love the subject
                    of ASL, I guess at the end of the last quarter, it was
                    around 27% of the base on my notes. Do you have the
                    percentage at the end of the fiscal fourth quarter of ASL's
                    (unintelligible) total percentage base?

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Alan Catherall:     Mike, this is Alan. We went back and recalculated the
                    percentage and ASL represented actually 32% of our customer
                    base at the end of June.

Mike (Atar):        Okay.

Alan Catherall:     And at the end of September, it represented 36%.

Mike (Atar):        Thirty six percent of the fiscal fourth quarter. And then
                    for the retail then for first fiscal second quarter, I had
                    it at 23 previously. So if you could...

Alan Catherall:     I don't have that number with me but we can definitely
                    recalculate it and either myself or Mike Picchi will call
                    you with that information.

Mike (Atar):        That would be great. Thank you. Two other quick things. On
                    an apples to apples basis, any of - your stating
                    (unintelligible) now (growth) to (unintelligible) had - to
                    be consistent with Sprint. If you - this quarter, if you had
                    continued to state it net of bad debt ARPU, what would that
                    number have been? Do you have that?

Alan Catherall:     Yes, well, you know, for example Mike, as you know, we
                    reported ARPU net of bad debt last quarter.

Mike (Atar):        Right.

Alan Catherall:     It was $59 net of bad debt, gross 63. So there was a $4
                    differential. Approximately the same this quarter.




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Mike (Atar):        Okay. And then last question, it seemed like cap ex was a
                    little higher. I guess we're expecting cap - annual cap ex
                    for '01 to be about 50 (million). Is the additional 6
                    million more of a shift or is that from '02 spending or is
                    that higher cap ex to account for the faster subscriber
                    growth and capacity addition?

Alan Catherall:     The shift forward in our cap ex is predominantly what it is.
                    We don't expect to have a large incremental spend. We moved
                    some cap ex forward first of all, to put additional capacity
                    in our switches a quarter earlier than we normally would
                    have done.

                    And secondly, we've actually started on the deployment of
                    1XRTT. So those two things contributed to a small shift
                    forward. Don't expect it to change dramatically. Going
                    forward we'll probably smooth that out over the coming
                    quarters.

Mike (Atar):        Okay thanks.

Operator:           We'll go next to (Cindy)(Mote) of Credit Suisse First
                    Boston.

(Cindy)(Mote):      Hi. Yes, congratulations again on a really good quarter. I
                    was just curious the - I guess form your last answer, so it
                    sounds like a bad debt is not really kicking up too much
                    (Allen). Would that be correct?

                    And then along that line, the reason why I guess the churn
                    is - you're forecasting that it stays flat is probably -
                    versus like what many of the other affiliates and Sprint is
                    saying is just because you are sort of actively kind of
                    monitoring, you know, your customer base in general I guess
                    as you always

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                    have, and putting it sort of the disincentivization (sic) or
                    whatever, in place for some of the (NDSL) customers.

                    And then the last question was the (CPTA), obviously that's
                    really gone down a lot. Would you expect that to consider -
                    continue in the fourth quarter? And then obviously it will
                    depend on iPCS for the next year. Thanks.

Alan Catherall:     All right. I think your first question (Cindy) was regarding
                    bad debt.

(Cindy)(Mote):      Right.

Alan:               You know, we made the change to be consistent with industry
                    practice. And, you know, as I indicated before it's about 4
                    bucks per customer.

                    I can't remember your specific questions.

(Cindy)(Mote):      No, it seems like it's staying about the same though. It's
                    not like...

Alan:               Yes.

(Cindy)(Mote):      ...really on the rise.

Alan:               Absolutely. I apologize. But probably a leading indicator is
                    our accounts receivable. Certainly we tend to look at one
                    key metric which is the percentage of our accounts over 60
                    days old.

(Cindy)(Mote):      Right.

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Alan:              That percentage was 15.5% at the end of June. It was 14% at
                   the end of September.

(Cindy)(Mote):     Okay.

Alan:              So we're not seeing a deterioration in our bad debt rate.

(Cindy)(Mote):     Great. Oh, the churn then. You're forecasting it stays flat.
                   But that seems logical just given some of the things you've
                   already gotten in place on (unintelligible).

Alan:              Yes. As you know, we have a number of controls that limit the
                   exposure to the no deposit ASL. Churn this quarter as you
                   said was 2.8%, the same as the prior quarter. We are not
                   seeing anything in our current metrics, October metrics that
                   would indicate substantial escalation of the churn levels.

Alan:              It may go up some. But again, it's the fluctuation that
                   occurs. Last year there was a - in the Christmas selling
                   season there was a slight seasonal uptick. And I wouldn't be
                   surprised if that happened again. But I don't see anything to
                   indicate a significant change in our direction.

Alan:              I think your third question (Cindy) was regarding cost per
                   gross ad.

(Cindy) (Mote):    Right.

Alan:              As we said, cost per gross ad was $343 this quarter. Quite
                   honestly we expect the number at about that level in the
                   current quarter.

Alan:              I'd be very surprised if it's - if there's a substantial
                   increase.

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(Cindy)(Mote):     Right. Okay great. And (Allen), thanks for that information.
                   It's good to have the accounts receivable percentage. That's
                   a great way of monitoring it.

Alan:              We think of that as a leading indicator if you will.

(Cindy)(Mote):     I do too. That's great. Thanks.

Operator:          We'll go next to (Thomas) (Lee) of JP Morgan.

(Thomas) (Lee)     Hey guys. I'm calling in from a Sprint phone. So if we get
                   disconnected, we can actually it's TDMA's fault.

Tom Dougherty:     Tom, I'm sure it'll be iron clad.

(Thomas)(Lee)      Yes. Well it's crystal clear right? I had a couple questions.
                   You know, I think - the first one is that I've been really
                   surprised when I look at the TDMA carriers this quarter and
                   seen big tremendous capital efficiencies that have come in.
                   Like for instance for the full year, your cap ex per net ad
                   is around $300 per net addition.

                   And I'm curious that with 1X - the iteration of 1X next year,
                   what you think directionally cap ex per sub or (PPD) per sub
                   looks like going forward because it's - you know, looks like
                   (TDMA) really has become a low cost technology.

                   The second question I have relates to your balance of
                   traffic. I'm just trying to get a better handle of what
                   percent of your retail subscribers minutes are off net? And
                   if you can give us an idea of, you know, directionally, is
                   that

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                   percentage of minutes going up or down as you guys extend
                   your footprint, and how that also looks on the (ITCS) side?
                   Thanks.

Alan Catherall:    Okay. Well let me take the first one about the cap ex. You're
                   absolutely right. The CDMA build out is doing very very well.
                   My expectations are that the cost, the cap ex cost per
                   subscriber will continue to decline particularly for us who
                   are both growing at a fast rate and have nearly 84%
                   population coverage. We won't be spending except for the
                   1XRTT this year, we won't be spending much in the way of cap
                   ex to accommodate the subscriber growth. So I would expect
                   the cap ex per new subscriber would decline.

                   I don't have the precise numbers here, but would be happy to
                   provide them for you. We can estimate for you where we think
                   we're going to go. But I would certainly expect it to be
                   below the 300 level.

Alan:              And (Tom), our cumulative cap ex per covered POP right now is
                   $42 per covered POP. And that number is also almost the same
                   for APCS. So as you well know, that's significantly lower
                   than just about everybody else in the wireless industry.

(Thomas)(Lee)      Yes.

Alan:              Your second question I believe was minutes off network. We
                   had approximately, of the 543 minutes, 17% of those minutes
                   were actually our customers roaming onto Sprint's network.
                   And that percentage has stayed roughly constant, literally 10
                   basis point difference with the prior quarter.

                   And also, I'm trying to remember the specific absolute
                   numbers from IPCS.  But I do know the percentage is
                   approximately the same ourselves.

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(Thomas)(Lee)      Got it. And is there any - is there another material
                   percentage that's off-net but not in Sprint, so roaming
                   either on an 800 carrier or another 1900 operator?

Alan:              Not on an 800 carrier.
                   Yes, there's obviously some on a 1900 carrier. But it's very
                   insignificant. And I should just tell you (Tom), from a
                   margin standpoint, essentially that obviously adds a little
                   bit to our ARPU. But the costs that we pay, we pass on to the
                   customer. So we neither gain no lose money on that
                   arrangement. But it's very small.

(Thomas)(Lee)      Okay. Well great. Congratulations guys.

Tom Dougherty:     Well thank you very much. And thanks for calling
                   in on that clear Sprint PCS line.

(Thomas)(Lee)      Crystal clear, right?

Tom Dougherty:     Your questions were almost as clear as the
                   transmission. Thank you.

(Thomas)(Lee)      Thank you guys.

Operator:          We'll go next to (Will) (Power) of Robert Baird.

(Will)(Power):     Yes good morning. Congratulations on the numbers.

Alan:              Thanks Will.

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(Will)(Power):     With the expectation that ARPU will decline a little bit here
                   in the next quarter really just I presume, from the back-end
                   loading and seasonality, is it fair to assume that ARPU
                   should, based on your expectations, increase to kind of a
                   $61, $62 level in Q2?

                   And along those lines, you know, we continue to see a big
                   increase in the overall of average minutes per use per sub.
                   And I'm wondering if you can give us any update as to what
                   your expectations are along those lines as we head into next
                   year?

                   And the second question really is on the G&A side. Very good
                   cost control there. And I'm wondering if you could walk
                   through expectations there for the same reason why that would
                   increase as you all continue to control that at a good level?
                   Thanks.

Alan:              All right, let me talk about G&A first of all Will. It was
                   actually - G&A was slightly down in the quarter -- I think
                   about $300,000 from 3.9 million to I believe 3.6 million. And
                   that quite honestly was due to a property tax adjustment
                   where we go over accrued property and tax expenses.

                   We don't anticipate any substantial or any significant
                   increase in G&A going forward. That just won't - will not
                   happen. And that's the benefit of recovering revenue. It
                   really starts to show on the bottom line or it will start to
                   show on the bottom line.

                   Let's see, the next question. ARPU. ARPU last year, for
                   example Will, I can't remember this quarter last year, but
                   the first fiscal quarter of 2001, ARPU was $54. And then it
                   rebounded to $57 or $58 the second quarter. We do not see any
                   reason for a difference this year.

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                      With regard to the minutes, minutes are growing. We think
                      that is as much as anything, due to the nature of the
                      acceptability of wireless phone usage. It's more part of
                      the daily fabric if you will. And we are definitely
                      starting to see wireline substitution. And Tom, you may
                      have additional comments on that.

(Tom):                We're measuring anecdotally that our more useful
                      subscribers are in more and more cases having their Sprint
                      PCS be their only phone. And as you probably know, for as
                      a typical land-line telephone for local calls, it's
                      typically about 1200 to 1300 minutes per month is in the
                      usual for residential phone.

                      So we would think that that is probably where the growth
                      will start to slow is it about - what our approach is,
                      that sort of level, if everybody were using the phone as a
                      residential phone. Obviously we're not at that point yet.

                      But there's no reason for the 550 minutes that we are - or
                      thereabouts, that we're currently experiencing to slow.
                      And we think that growth is very healthy for us because it
                      means that people become more and more dependent on their
                      Sprint phone for the fabric of their day to day lives.

Alan:                 And quite honestly (Will), we see that possibly
                      accelerating one's 1XRTTs introduced throughout our
                      territory. We believe many people retain their wireline
                      phone right now for Internet connections. And once we
                      start providing data speeds much higher than they
                      currently are with 1XRTT you'll see more substitution in
                      place.

(Will)(Power):        Okay.  Is it fair to say then that the increase in minutes
                      of use is already at least largely incorporated in your
                      planned cap ex budget particularly as you look at the
                      benefits from 1XRTT?



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 Alan:                That's correct.

 (Will)(Power):       Okay. Great. Thanks a lot.

 Alan:                Yes sir.

 Operator:            We'll go next to (Michael)(Rollins) of Salomon Smith
                      Barney.

 (Michael)(Rollins):  Good morning.  I was wondering if you could just give us
                      the number of cell sites at the end of the quarter?  And
                      I was wondering if you could just address how big the
                      allowance for the non-paying subscribers is?

 Alan:                Well first of all (Mike), we had 719 cell sites at the end
                      of the quarter.  And just for a point of reference, it was
                      567 sites a year ago. So we've essentially added 152 sites
                      during the last 12 months.

                      With regard to the allowance, we have made the decision
                      not to disclose that information. But, you know, I want to
                      tell everybody how we calculate it. Essentially we have an
                      allowance for fraudulent subscribers, people that we
                      believe will never pay us.

                      And we use historical metrics to calculate that percentage
                      which we then apply to our gross ads during the quarter.
                      We think that's in accordance with the current accounting
                      literature. I believe it's (SAB 101), the CPAs on the
                      call, definitely shared with our audit committee as well
                      as our external auditors.

                      And we are convinced as well as KPMG are, our external
                      auditors, that the allowance is not only prudent but in
                      the days of (NVASL), you know, this is

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                                                           Confirmation #787518
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                      definitely a prudent measure to prevent any untoward
                      expansion on bad debt expense.

 (Michael)(Rollins):  And does iPCS follow the same methodology?  Or would there
                      be some sort of adjustment made at the time of the merger
                      to go to your standards?

 Alan:                The latter, not the former.

 (Michael)(Rollins):  Great. Thank you.

 Alan:                Thanks.

 Operator:            We'll go next to (Shaun)(Budson) of Legg Mason

 (Shaun)(Budson):     Thanks. (Shaun)(Budson) here at Legg Mason.

 Alan:                Hi (Shaun).

 (Shaun)(Budson):     Hey guys. My congratulations as well. Great numbers. The
                      questions I have are regarding kind of looking further
                      out into calendar `02. Is there a reason to think that
                      churn starts picking up around that 3% level or maybe even
                      a little bit more as (ASL) gets to be a larger percentage
                      of your base? Or is there a certain percentage of the base
                      where you just kind of cap it?

                      I was out at Sprint PCS the other day and they said that
                      they thought that for PCS, their ASL base would cap well
                      below 50%, kind of mid next year.

 Alan:                Well as we've indicated,  we had less than half of our net
                      ads in a truly remarkably large growth quarter.  We're
                      at - we're less than half. Our

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                      embedded base now is 36% total. Even if we were to have
                      more growth, we wouldn't expect it to be remarkable
                      different than those figures.

                      So consequently, I think the law of large numbers just
                      sort of leaves you in that sort of 40%, 45% range is where
                      the upper limits would be simple because the growth that
                      we're going to experience in the future is going to be in
                      that 45% go 50% range as no deposit ASL. That's where I
                      would expect it to be.

                      Now having said that, let me just also make sure you
                      understand, these no-deposit ASL customers that stay on
                      and pay their bill become post-paid. So as they become
                      post-paid customers, we'll take them out of the no-deposit
                      ASL basket because they're going to have a credit history
                      that says that they deserve to be treated like post-paid
                      customers.

     (Shaun)(Budson): As they become post-paid customers, is it too early to
                      tell whether the churn after the transition is lower? I
                      would assume it would be. But I'm just curious whether
                      there's been enough data to tell yet.

     Alan:            Well it's May 15 is when we started no-deposit ASL. I
                      think it'd be very foolish of me to prognosticate.  But
                      it's only been six months today.

     (Shaun)(Budson): Right.

     Alan:            I think it'd be a bit foolish to get too much in the
                      forecasting business. But my expectations are that if the
                      people pay their bill reliably in the first six months,
                      there's no reason to think that they won't value the
                      service enough to continue to pay the bill going forward.

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 (Shaun)(Budson):     Right.  And then just a quick follow-up.  On the CPGA),
                      you said at the top of the call that you were kind of
                      encouraging the lower subsidy handsets for the ASL net ads
                      if I understood  you right.  How do you do that in such a
                      way that it doesn't inhibit the subscriber growth?

 Alan:                Well first of all, we can only do it in channels which we
                      control. And if you think about the retail store, the
                      environment is such that a customer who wants to
                      participate at the low price per minute for a Sprint PCS
                      phone but doesn't have the opportunity to do that because
                      he has limited credit, what we try to do is to encourage
                      him to take a package approach toward this.

                      And it's very helpful if they'll buy this phone. And it's
                      very helpful if they'll subscribe to a $50 or greater plan
                      and we can get them into this low-price to them, package.
                      And we don't seem to meet much resistance at all. There's
                      a great deal of willingness when people see the overall
                      value package, the Sprint PCS, no-deposit ASL offers.
                      They're quite happy to take the recommended course of
                      action.

 (Shaun)(Budson):     Great. That's exactly what I was hoping to hear. Thanks.

 Alan:                Okay.

 Operator:            And we do have time for one or two more questions.  We'll
                      go next to (Steven)(Janis) of Bank of America Securities.

 (Steven)(Janus):     Yes, hi guys. Excuse me. I'll echo excellent results.

 Alan:                Thanks Steve.

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(Steven)(Janus):      Sure. The - given your marketing intelligence here,
                      which seems to be pretty darn good, can you provide us
                      with some color on your ASL customer in terms of - I've
                      heard some anecdotal stuff from other carriers, big
                      student population, and tying that into the wireline
                      replacement?

                      Because I guess what I'm intrigued by is if these more
                      credit challenged type customers might even be one of the
                      first to give up their land line phone just because they
                      don't want to carry both, and that could lead to
                      sustained, you know, higher ARPU or solid ARPU and lower
                      churn than we might expect, do you have any sort of
                      intelligence on your base that you can share with us?

Tom Dougherty:        Well we're gathering that. But again, we've only had six
                      months of selling it, six months today of no-deposit ASL.
                      Anecdotally we believe that the base is probably younger,
                      has less opportunity to have established credit. And
                      consequently, they may become very loyal customers over
                      time.

                      And that's why I emphasize if there's six months of good
                      payment by, let's say a student in college, they may find
                      that they keep the Sprint phone with them after they leave
                      college and become a member of our society which is
                      contributing to the gross national product.

                      And with that those customers we'd expect to be good long
                      paying customers. It's just too early to have good
                      reliable data about the base until we get a little bit
                      further down the road. But I think that six months from
                      now we'll be able to answer that question a bit better.

(Shaun)(Budson):      Great. Thanks. Congratulations again.

Tom:                  Thank you.



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Operator:             We'll take our next question from (Wendy)(Lou) of Merrill
                      Lynch.

(Wendy)(Lou):         Hi, great quarter.

Tom:                  Thank you.

(Wendy)(Lou):         I've just got two questions. First on the overage per
                      month, what was it during the past quarter?

Alan:                 It was $15 (Wendy).

(Wendy)(Lou):         How do you see this trend going forward?

Alan:                 The overage a month historically for the last 12 months
                      has ranged from a low of $14 to a high of 16. So quite
                      honestly I don't see the trend being materially different
                      from the current experience. And what we do find is, 50%
                      of the customers that go over their bucket, subscribe to a
                      higher rate plan -- more minutes if you will -- the
                      following month. But they're replaced by another 50%. And
                      so the cycle keeps on going.

(Wendy)(Lou):         And I've got a question on (Clear Pay).  We've been
                      hearing from many stores that this will be introduced very
                      soon. And to the extent that you can comment on this, can
                      you give us some color?

Tom:                  On (Clear Pay)?

(Wendy)(Lou):         Yes.

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Tom:                  I think that all of the descriptions of that plan should
                      probably come from Sprint as opposed to from us.

Alan:                 We believe I think (Wendy), it's being introduced today.

(Wendy)(Lou):         Okay.

Tom:                  I just don't want to steal any of their promotional
                      thunder.

                      Okay?

(Wendy)(Lou):         Sure, thank you.

Tom:                  Okay.

Operator:             We'll take our final question from (Jason)(Bill) of Sun
                      Trust Robinson Humphrey.

(Jason)(Bill):        Yes thank you. My question is on (1X). You know, obviously
                      you're going to be rolling this out over the next few
                      quarters. And one would naturally assume given your
                      earlier stage versus Sprint, that it's going to become a
                      more meaningful percentage of your base sooner than it
                      would be for Sprint itself.

                      And I guess my question is, at what point do you think the
                      majority of your handset sales will be (1X)? And also, how
                      long do you think it might be before a round, you know, a
                      real meaningful percentage of your base -- you know, 40%
                      or so would be (1X) enabled? Thanks.

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Tom:                  Our expectation (Jason) is that we'll have a reasonable
                      mix of (1X) handsets in our Christmas selling season. It's
                      hard to put an exact percentage on it. But probably
                      something in excess of 1/4 of the handsets will be (1X)
                      handset available to be sold.

                      However, after the first of the year, we expect that
                      percentage to increase dramatically. And by sometime in
                      the first quarter, we'd expect 100% of our handsets to be
                      1XRTT enabled.

                      Consequently, it doesn't take very long for you to figure
                      out that our 1XRTT percentage will grow very dramatically
                      since all of the handsets will be sold effectively from a
                      fiscal year - I'm sorry, the calendar year 2002 onward.

                      And you can imagine - I think you could probably do a
                      spreadsheet pretty quickly to determine how quickly we'll
                      get to 50% or more.

(Jason)(Bill):        Right, right. Okay, thanks.

Tom:                  Okay. Thank you all very much.

Operator:             That does conclude our question and answer session.
                      Mr. (Dougherty), I'll turn the conference back to you for
                      any closing remarks.

Tom:                  Okay. Thank you all for spending time with us this
                      morning. We're very pleased obviously, to have completed
                      another year of phenomenal growth and progress as we
                      confirmed our position as a premiere provider of wireless
                      service in our  Southeastern  territory.  We look forward
                      to the opportunity to leverage our success and expand our
                      operations into IBC's territory in fiscal 2002.



<PAGE>

                                                               AIRGATE PCS, INC.
                                                    Moderator: (Drew)(Landerson)
                                                            11-14-01/10:00 am CT
                                                            Confirmation #787518
                                                                         Page 35

                      On behalf of everyone at Airgate PCS, we appreciate your
                      continued support and look forward to another great year.
                      Thanks very much.

Operator:             That concludes today's conference call. We thank you for
                      your participation. You may disconnect at this time.


                                       END

