<SUBMISSION>
<ACCESSION-NUMBER>0000950131-01-504492
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>5
<FILING-DATE>20011213
<EFFECTIVENESS-DATE>20011213
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>AIRGATE PCS INC /DE/
<CIK>0001086844
<ASSIGNED-SIC>4813
<IRS-NUMBER>582422929
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0930
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8
<ACT>33
<FILE-NUMBER>333-75024
<FILM-NUMBER>1812786
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>233 PEACHTREE ST NE
<STREET2>SUITE 1700
<CITY>ATLANTA
<STATE>GA
<ZIP>30303
<PHONE>4045257272
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>233 PEACHTREE ST
<STREET2>SUITE 1700
<CITY>ATLANTA
<STATE>GA
<ZIP>30303
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>ds8.txt
<DESCRIPTION>FORM S-8
<TEXT>
<PAGE>

   As filed with the Securities and Exchange Commission on December 13, 2001
                                                          Registration No. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                               -----------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          The Securities Act of 1933

                               -----------------

                               AirGate PCS, Inc.
            (Exact name of registrant as specified in its charter)

                               -----------------

        Delaware                 58-2422929
     (State or Other               (I.R.S.
      Jurisdiction         EmployerIdentification
   ofIncorporation or               No.)
      Organization)
                           Harris Tower, Suite 1700
                          233 Peachtree Street, N.E.
                            Atlanta, Georgia 30303
                                (404) 525-7272
(Address, including Zip Code, and Telephone Number of Principal Executive
                                   Offices)

                               -----------------

     AirGate PCS, Inc. Amended and Restated 2000 Long Term Incentive Plan
                           (Full Title of the Plan)

                               -----------------

                             Barbara L. Blackford
            Vice President, General Counsel and Corporate Secretary
                           Harris Tower, Suite 1700
                          233 Peachtree Street, N.E.
                            Atlanta, Georgia 30303
                    (Name and Address of Agent for Service)

                                (404) 525-7272
         (Telephone Number, Including Area Code, of Agent for Service)

                               -----------------

                                   Copy to:

                             Robert F. Wall, Esq.
                            R. Cabell Morris, Esq.
                               Winston & Strawn
                             35 West Wacker Drive
                            Chicago, Illinois 60601
                                (312) 558-5600

                               -----------------

                        CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                              Proposed       Proposed
                                             Amount           Maximum        Maximum
                                              to be        Offering Price   Aggregate        Amount of
 Title of Securities to be Registered     Registered(1)      Per Share    Offering Price  Registration fee
-----------------------------------------------------------------------------------------------------------
<S>                                     <C>                <C>            <C>             <C>
Common Stock, par value $0.01 per share 478,417 shares (2)   $32.04 (3)   $15,328,481 (3)      $3,664
-----------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per share 628,992 shares (4)   $53.38 (5)   $33,575,593 (5)      $8,025
</TABLE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
    "1933 Act"), this Registration Statement also covers an indeterminate
    amount of interests to be offered or sold pursuant to the long-term
    incentive plan described herein.
(2) Options for 478,417 shares of the registrant's common stock have been
    issued for a weighted-average exercise price of $32.04 per share.
(3) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(h)(1) under the 1933 Act on the basis of the
    weighted-average exercise price of the outstanding options.
(4) There are currently 628,992 shares of the registrant's common stock
    reserved or available for issuance as options pursuant to the AirGate PCS,
    Inc. Amended and Restated 2000 Long Term Incentive Plan (the "Plan"). The
    number of shares being registered includes an indeterminate number of
    additional shares which may be necessary to adjust the number of shares
    reserved for issuance pursuant to the Plan as the result of a stock split,
    stock dividend or similar adjustment of the outstanding common stock of the
    registrant pursuant to Rule 416(a).
(5) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(h)(1) and (c) under the 1933 Act on the basis of the
    average of the high and low closing prices of the registrant's common stock
    on the Nasdaq National Market on December 7, 2001.

<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

   The following documents previously filed with the Securities and Exchange
Commission (the "Commission") by AirGate PCS, Inc. (the "Registrant") pursuant
to the Securities Exchange Act of 1934, as amended (the "1934 Act"), are
incorporated by reference herein:

      (1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
   September 30, 2001.

      (2) The Registrant's Current Reports on Form 8-K filed with the
   Securities and Exchange Commission on November 14, November 16, November 27
   and November 30, 2001.

      (3) The description of the Registrant's common stock, $0.01 par value
   ("Common Stock"), contained in the Registrant's Registration Statement on
   Form 8-A (File No. 0-27455) filed under the 1934 Act, including any
   amendment thereto or report filed for the purpose of updating such
   description.

   All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the
filing of a post-effective amendment (i) which indicates that all securities
offered herein have been sold or (ii) which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the respective dates of filing of such documents. Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof or of the related prospectus to the extent that a statement
contained herein or in any other subsequently filed document which is also
incorporated or deemed to be incorporated herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4. Description of Securities.

   Not applicable.

Item 5. Interests of Named Experts and Counsel.

   None.

Item 6. Indemnification of Directors and Officers.

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

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

   To the extent that a director or officer of the Registrant has been
successful in the defense of any action, suit or proceeding referred to above
or in the defense of any claim, issue or matter therein, such person shall be

<PAGE>

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

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

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

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

   Under the indemnification agreement, an indemnified person is entitled to
contribution from the Registrant for losses, claims, damages, expenses or
liabilities as well as other equitable considerations upon the determination of
a court of competent jurisdiction that indemnification is not available. The
amount contributed

                                      2

<PAGE>

by the Registrant will be in proportion, as appropriate, to reflect the
relative benefits received by the Registrant and the indemnified person or, if
such contribution is not permitted under Delaware law, then the relative
benefit will be considered with the relative fault of both parties. In
connection with the registration of Registrant's securities, the relative
benefits received by the Registrant and indemnified person will be deemed to be
in the same respective proportions of the net proceeds from the offering (less
expenses) received by the Registrant and the indemnified person. The relative
fault of the Registrant and the indemnified person is determined by reference
to whether the untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact relates to information
supplied by the Registrant or the indemnified person and their relative intent,
knowledge, access to information and opportunity to correct such statement or
omission.

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

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

Item 7. Exemption from Registration Claimed.

   Not Applicable.

Item 8. Exhibits.

   The following documents are filed as exhibits to this Registration Statement:

<TABLE>
<CAPTION>
Exhibit No.                                            Description
-----------                                            -----------
<C>         <S>

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

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

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

    5.1     Opinion of Winston & Strawn.

   23.1     Consent of KPMG LLP.

   23.2     Consent of Deloitte & Touche LLP.

   23.3     Consent of Winston & Strawn (included in Exhibit 5.1).

   24.1     Powers of attorney (incorporated herein by reference to Exhibit 24.1 to the Registration Statement
            on Form S-3, filed by the Registrant with the Commission on November 13, 2001).

   99.1     AirGate PCS, Inc. Amended and Restated 2000 Long Term Incentive Plan.
</TABLE>

                                      3

<PAGE>

Item 9. Undertakings.

   (a) The undersigned Registrant hereby undertakes:

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

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

          (ii) To reflect in the prospectus any facts or events arising after
       the effective date of the registration statement (or the most recent
       post-effective amendment thereof) which, individually or in the
       aggregate, represent a fundamental change in the information set forth
       in the registration statement. Notwithstanding the foregoing, any
       increase or decrease in volume of securities offered (if the total
       dollar value of securities offered would not exceed that which was
       registered) and any deviation from the low or high end of the estimated
       maximum offering range may be reflected in the form of prospectus filed
       with the Commission pursuant to Rule 424(b) if, in the aggregate, the
       changes in volume and price represent no more than 20% change in the
       maximum aggregate offering price set forth in the "Calculation of
       Registration Fee" table in this registration statement; and

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

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference
in the registration statement.

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

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

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

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

                                      4

<PAGE>

                                  SIGNATURES

   The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, the State of Georgia, on December 13,
2001.

                                          AIRGATE PCS, INC.

                                          By:  /s/ THOMAS M. DOUGHERTY

                                          Name: Thomas M. Dougherty
                                          Title: President and Chief Executive
                                            Officer

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
       Signature                         Title                        Date
       ---------                         -----                        ----
<C>                     <S>                                     <C>
/s/ THOMAS M. DOUGHERTY President, Chief Executive Officer and  December 13, 2001
-----------------------  Director (Principal Executive Officer)
  Thomas M. Dougherty

/s/ ALAN B. CATHERALL   Chief Financial Officer                 December 13, 2001
-----------------------  (Principal Financial and Accounting
   Alan B. Catherall     Officer)

           *            Director                                December 13, 2001
-----------------------
 Bernard A. Bianchino

/s/ MICHAEL S. CHAE     Director                                December 13, 2001
-----------------------
    Michael S. Chae

           *            Director                                December 13, 2001
-----------------------
    John R. Dillon

           *            Director                                December 13, 2001
-----------------------
   Robert A. Ferchat

           *            Director                                December 13, 2001
-----------------------
   Sidney E. Harris

           *            Director                                December 13, 2001
-----------------------
  Barry J. Schiffman

/s/ TIMOTHY M. YAGER    Director                                December 13, 2001
-----------------------
   Timothy M. Yager

</TABLE>

* /s/ THOMAS M. DOUGHERTY
-----------------------

Pursuant to a Power-Of-Attorney filed as Exhibit 24.1 to the Registration
Statement on Form S-3, filed by the Registrant with the Securities and Exchange
Commission on November 13, 2001.

                                      5

<PAGE>

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit No.                                            Description
-----------                                            -----------
<C>         <S>
   4.1      Amended and Restated Certificate of Incorporation of the Registrant (incorporated herein by
              reference to Exhibit 3.1 to the Registration Statement on Form S-1/A, filed by the Registrant
              with the Commission on June 15, 1999 (SEC File Nos. 333-79189-02 and 333-79189-01)).
   4.2      Amended and Restated Bylaws of the Registrant (incorporated herein by reference to Exhibit 3.2
              to the Registration Statement on Form S-1/A, filed by the Registrant with the Commission on
              June 15, 1999 (SEC File Nos. 333-79189-02 and 333-79189-01)).
   4.3      Specimen certificate representing the Common Stock (incorporated herein by reference to Exhibit
              4.1 to the Registration Statement on Form S-1/A, filed by the Registrant with the Commission
              on June 15, 1999 (SEC File Nos. 333-79189-02 and 333-79189-01)).
   5.1      Opinion of Winston & Strawn.
   23.1     Consent of KPMG LLP.
   23.2     Consent of Deloitte & Touche LLP.
   23.3     Consent of Winston & Strawn (included in Exhibit 5.1).
   24.1     Powers of attorney (incorporated herein by reference to Exhibit 24.1 to the Registration Statement
              on Form S-3, filed by the Registrant with the Commission on November 13, 2001).
   99.1     AirGate PCS, Inc. Amended and Restated 2000 Long Term Incentive Plan.
</TABLE>

                                      6

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>dex51.txt
<DESCRIPTION>OPINION OF WINSTON & STRAWN
<TEXT>
<PAGE>

                                                                    Exhibit 5.1

[LETTERHEAD OF WINSTON & STRAWN]

December 13, 2001

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

Ladies and Gentlemen:

   We have acted as special counsel for AirGate PCS, Inc., a Delaware
corporation (the "Company"), in connection with the Form S-8 Registration
Statement (the "Registration Statement") relating to the registration of
1,107,409 shares (the "Shares") of the Company's common stock, par value $0.01
per share ("Common Stock"), issuable pursuant to the terms and in the manner
set forth in the AirGate PCS, Inc. Amended and Restated 2000 Long Term
Incentive Plan (the "Plan").

   This opinion letter is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K promulgated under the Securities Act of 1933, as
amended (the "Act").

   In connection with this opinion letter, we have examined and are familiar
with originals or copies, certified or otherwise identified to our
satisfaction, of: (i) the Registration Statement, to be filed with the
Securities and Exchange Commission (the "Commission") under the Act; (ii) the
Restated Certificate of Incorporation of the Company, as currently in effect;
(iii) the Restated Bylaws of the Company, as currently in effect; (iv) the
Plan; and (v) resolutions of the Board of Directors of the Company relating to,
among other things, the approval of the Plan, the reservation for issuance of
the Shares of Common Stock under the Plan and the filing of the Registration
Statement. We have also examined such other documents as we have deemed
necessary or appropriate as a basis for the opinions set forth below.

   In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of such latter documents. As to any facts material to this opinion
letter that we did not independently establish or verify, we have relied upon
oral or written statements and representations of officers and other
representatives of the Company and others.

   Based upon and subject to the foregoing, we are of the opinion that the
Shares of Common Stock have been duly authorized by the requisite corporate
action on the part of the Company and, when issued pursuant to the terms and in
the manner set forth in the Plan, will be validly issued, fully paid and
nonassessable.

   The foregoing opinions are limited to the laws of the United States and the
General Corporation Law of the State of Delaware, including the applicable
provisions of the Delaware Constitution and reported judicial decisions
interpreting these laws. We express no opinion as to the application of the
securities or blue sky laws of the various states to the issuance or sale of
the Shares or the resale of the Shares.

   We hereby consent to the filing of this opinion letter with the Commission
as an exhibit to the Registration Statement. In giving such consent, we do not
concede that we are experts within the meaning of the Act or the rules and
regulations thereunder or that this consent is required by Section 7 of the Act.

                                          Very truly yours,

                                          /S/ WINSTON & STRAWN

                                          Winston & Strawn

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>4
<FILENAME>dex231.txt
<DESCRIPTION>CONSENT OF KPMG LLP.
<TEXT>
<PAGE>

                                                                   Exhibit 23.1

                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors
AirGate PCS, Inc.:

   We consent to the incorporation by reference in this Registration Statement
on Form S-8 of AirGate PCS, Inc. and subsidiaries of our reports dated November
9, 2001, with respect to the consolidated balance sheets of AirGate PCS, Inc.
and subsidiaries as of September 30, 2001 and 2000, and the related
consolidated statements of operations, stockholders' equity (deficit), and cash
flows for the years ended September 30, 2001 and 2000, and the nine months
ended September 30, 1999, and the related financial statement schedule, which
reports appear in the September 30, 2001, annual report on Form 10-K of AirGate
PCS, Inc. and subsidiaries.

                                          /s/ KPMG LLP

Atlanta, Georgia
December 11, 2001

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>5
<FILENAME>dex232.txt
<DESCRIPTION>CONSENT OF DELOITTE & TOUCHE LLP.
<TEXT>
<PAGE>

                                                                   Exhibit 23.2

                         INDEPENDENT AUDITORS' CONSENT

   We consent to the incorporation by reference in this Registration Statement
of AirGate PCS, Inc. on Form S-8 of our report dated November 5, 2001 on the
consolidated financial statements of iPCS, Inc. and Subsidiaries and
Predecessor as of September 30, 2001 and December 31, 2000 and for the nine
months ended September 30, 2001, for the year ended December 31, 2000 and for
the period from January 22, 1999 (date of inception) through December 31, 1999,
appearing in the Current Report on Form 8-K of AirGate PCS, Inc. filed on
November 30, 2001.

/s/ DELOITTE & TOUCHE LLP

Davenport, Iowa
December 11, 2001

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>6
<FILENAME>dex991.txt
<DESCRIPTION>AIRGATE AMENDED & RESTATED 2000 LONG TERM INCENTIV
<TEXT>
<PAGE>

                                                                   Exhibit 99.1

                               AIRGATE PCS, INC.
                             AMENDED AND RESTATED

                         2000 LONG TERM INCENTIVE PLAN

<PAGE>

                               AIRGATE PCS, INC.
                             AMENDED AND RESTATED
                         2000 LONG TERM INCENTIVE PLAN

   1. History, Purpose and Effective Date. The iPCS, Inc. 2000 Long Term
Incentive Plan (the "Original Plan") was adopted by the Board of Directors of
iPCS, Inc. ("iPCS") on May 5, 2000 and was established to increase stockholder
value and to advance the interests of iPCS and its subsidiaries by awarding
equity and performance based incentives designed to attract, retain and
motivate employees, directors who are not employees of iPCS or its subsidiaries
and consultants who perform services for iPCS or its subsidiaries. Pursuant to
a Plan of Merger and Agreement between AirGate PCS, Inc. ("AirGate"), and iPCS
dated August 28, 2001 (the "Merger Agreement"), iPCS merged with and into a
wholly-owned subsidiary of AirGate with iPCS surviving the merger as a
wholly-owned subsidiary of AirGate. Under the Merger Agreement, AirGate agreed
to assume the obligations of iPCS under the Original Plan and the options
granted under the Original Plan to acquire iPCS common stock were converted
into the right to acquire common stock of AirGate.

   AirGate desires to amend and restate the Original Plan to:

   (a) Assume the Original Plan as provided in the Merger Agreement;

   (b) Assume the ability of iPCS to make awards to directors and employees of
       AirGate and its subsidiaries, including iPCS (collectively, the
       "Company");

   (c) Adjust the shares authorized to reflect the application of the exchange
       ratio provided for in the Merger Agreement;

   (d) Modify the definition of Change in Control of the Company as provided
       herein; and

   (e) Make other changes it deems necessary or appropriate in connection with
       the assumption of the Original Plan as amended and restated hereby.

   As used in the Plan, the term "subsidiary" means any business, whether or
not incorporated, in which AirGate or iPCS have an ownership interest. The
following constitutes an amendment, restatement and continuation of the
Original Plan in the form of "AirGate PCS, Inc. Amended and Restated 2000 Long
Term Incentive Plan" (the "Plan"), which amendment and restatement shall become
effective as of the date (the "Effective Date") it is adopted by the Board of
Directors of AirGate (the "Board"). The Plan shall be unlimited in duration
and, in the event of Plan termination, shall remain in effect as long as any
Awards (as defined in Section 3) under it are outstanding; provided, however,
that no Incentive Stock Options (as defined in subsection 5.1) may be granted
under the Plan on a date that is more than ten years from the date the Plan is
adopted.

   2.  Administration.

   2.1. Administration by Board or Committee. The Plan shall be administered by
the Compensation Committee of the Board (the "Committee"), which Committee
shall include at least two persons who constitute "non-employee directors"
within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act
of 1934, as amended (the "Exchange Act") and "outside directors" within the
meaning of Treas. Reg. (S) 1.162-27(e)(3). Notwithstanding the foregoing, the
Plan shall be administered by the Board with respect to Awards to directors who
are not employees of the Company and, with respect to such Awards, the term
"Committee" as used herein shall be deemed to refer to the Board.

   2.2. Authority. Subject to the provisions of the Plan, the Committee shall
have the authority to (a) manage and control the operation of the Plan, (b)
conclusively interpret and construe the provisions of the Plan, and prescribe,
amend and rescind rules, regulations and procedures relating to the Plan, (c)
make Awards under the Plan, in such forms and amounts and subject to such
restrictions, limitations and conditions as it deems appropriate, including,
without limitation, Awards which are made in combination with or in tandem with
other Awards (whether or not contemporaneously granted) or compensation or in
lieu of current or deferred

<PAGE>

compensation, (d) modify the terms of, cancel and reissue, or repurchase
outstanding Awards (including, but not limited to, repurchasing or settling any
Option (as defined in subsection 5.1) in cash upon a Change in Control (as
defined in subsection 11.2)), (e) prescribe the form of agreement, certificate
or other instrument evidencing any Award under the Plan, (f) correct any defect
or omission and reconcile any inconsistency in the Plan or in any Award
hereunder, (g) extend the exercise or vesting date of any Award under the Plan,
(h) accelerate the vesting or exercise date of any Award under the Plan, and
(i) make all other determinations and take all other actions as it deems
necessary or desirable for the implementation and administration of the Plan;
provided, however, that only after approval of the Board may the Committee
cancel or modify any Option granted for the purpose of reissuing an additional
option to the option holder at a lower exercise price. The determination of the
Committee on matters within its authority shall be conclusive and binding on
the Company and all other persons. The Committee's determinations under the
Plan need not be uniform and may be made selectively among persons who receive,
or are eligible to receive, Awards, whether or not such persons are similarly
situated.

   2.3. Delegation to Officers. Notwithstanding the foregoing provisions of
this Section 2, the Committee, subject to the terms and conditions of the Plan,
may delegate to any officer of the Company, if such individual is then serving
as a member of the Board, the authority to act as a subcommittee of the
Committee for purposes of making Awards under the Plan with respect to such
number of shares as the Committee shall designate annually, to such employees
of the Company who are not subject to section 16(a) of the Exchange Act as such
officer shall determine in his or her sole discretion, and such officer shall
have the authority and duties of the Committee with respect to such grants.

   3. Participation. Subject to the terms and conditions of the Plan, the
Committee shall determine and designate, from time to time, from among the
employees, directors and consultants who provide services to the Company those
persons who will be granted one or more Awards under the Plan, and thereby
become "Participants" in the Plan. For purposes of the preceding sentence, in
the case of any director who is appointed by a stockholder pursuant to the
right reserved to such stockholder (the "Director Stockholder") in accordance
with the terms of its investment, the "director" for purposes of the grant of
Awards under the Plan shall be, at the election of the Director Stockholder,
the Director Stockholder and, to the extent the Award is made to the Director
Stockholder in accordance with the Director Stockholder's election, the
individual appointed as a director by the Director Stockholder shall have no
rights hereunder as a director or Participant with respect to such Award. In
the discretion of the Committee, and subject to the terms of the Plan, a
Participant may be granted any Award permitted under the provisions of the
Plan, and more than one Award may be granted to a Participant; provided,
however, that Incentive Stock Options under the Plan may only be awarded to
employees of AirGate and its subsidiary corporations (as defined in section
424(f) of the Internal Revenue Code of 1986, as amended (the "Code")). Except
as otherwise agreed by the Committee and the Participant, or except as
otherwise provided in the Plan, an Award under the Plan shall not affect any
previous Award under the Plan or an award under any other plan maintained by
the Company. For purposes of the Plan, the term "Award" shall mean any award or
benefit granted to any Participant under the Plan. In the event any Award is
made to a Director Stockholder the date on which the Director Stockholder
ceases to be a Director Stockholder shall be treated as the date on which the
Director Stockholder terminates its service.

   4. Shares Subject to the Plan.

   4.1. Number of Shares Reserved. The shares of common stock of AirGate
("Stock") with respect to which Awards may be made under the Plan shall be
shares currently authorized but unissued or currently held or subsequently
acquired by AirGate as treasury shares, including shares purchased in the open
market or in private transactions. The aggregate maximum number of shares of
Stock which may be issued with respect to Awards under the Plan shall be
1,107,409 (subject to adjustments described in subsection 4.4) as increased on
December 31 of each year from and including December 31, 2001 by a number of
shares equal to one percent (1%) of the number of shares of Stock outstanding
on such date; provided, however, that any such increase shall

<PAGE>

be made only to the extent that AirGate has sufficient authorized and
unreserved Stock for such purpose; and further provided that the maximum
aggregate number of shares to be issued under the Plan shall not exceed
1,274,954 (subject to adjustments described in subsection 4.4). Subject to the
maximum aggregate number of shares that may be issued under the Plan, the
increase provided by the preceding sentence shall be made each December 31,
regardless of the number of shares remaining available for issuance under the
Plan on such date.

   4.2. Individual Limits on Awards. Notwithstanding any other provision of the
Plan to the contrary, the maximum aggregate number of shares of Stock that may
be granted or awarded to any Participant under the Plan for any calendar year
shall be 103,590 (as adjusted in accordance with subsection 4.4) and there
shall be no limit on cash payouts with respect to grants or awards under the
Plan in any calendar year to any Covered Employee (within the meaning of
section 162(m) of the Code). The determination made under the foregoing
provisions of this subsection 4.2 shall be based on the shares subject to the
Awards at the time of grant, regardless of when the Awards become exercisable.

   4.3. Reusage of Shares.

   (a) In the event of the termination (by reason of forfeiture, expiration,
       cancellation, surrender or otherwise) of any Award under the Plan, that
       number of shares of Stock that was subject to the Award but not
       delivered shall again be available for Awards under the Plan.

   (b) In the event that shares of Stock are delivered under the Plan as a
       Stock Award (as defined in Section 7) and are thereafter forfeited or
       reacquired by the Company pursuant to rights reserved upon the award
       thereof, such forfeited or reacquired shares shall again be available
       for Awards under the Plan.

   (c) Notwithstanding the provisions of paragraphs (a) or (b), the following
       shares shall not be available for reissuance under the Plan: (i) shares
       with respect to which the Participant has received the benefits of
       ownership (other than voting rights), either in the form of dividends or
       otherwise; (ii) shares which are withheld from any Award or payment
       under the Plan to satisfy tax withholding obligations (as described in
       subsection 10.5); and (iii) shares which are surrendered to fulfill tax
       obligations (as described in subsection 10.5).

   4.4. Adjustments to Shares Reserved. In the event of any merger,
consolidation, reorganization, recapitalization, spinoff, stock dividend, stock
split, reverse stock split, exchange or other distribution with respect to
shares of Stock or other change in the corporate structure or capitalization
affecting the Stock, the type and number of shares of Stock which are or may be
subject to Awards under the Plan (including the individual limits described in
subsection 4.2) and the terms of any outstanding Awards (including the price at
which shares of Stock may be issued pursuant to an outstanding award) shall be
equitably adjusted by the Committee, in its sole discretion, to preserve the
value of benefits awarded or to be awarded to Participants under the Plan.

   5. Options.

   5.1. Definitions. The grant of an "Option" under this Section 5 entitles the
Participant to purchase shares of Stock at the Option Price (as defined in
subsection 5.3), subject to the terms of this Section 5. Options granted under
this Section 5 may be either Incentive Stock Options or Non-Qualified Stock
Options, as determined in the discretion of the Committee. An "Incentive Stock
Option" is an Option that is intended to satisfy the requirements applicable to
an "incentive stock option" described in section 422(b) of the Code. A
"Non-Qualified Stock Option" is an Option that is not intended to be an
"incentive stock option" as that term is described in section 422(b) of the
Code.

   5.2. Restrictions Relating to Incentive Stock Options. To the extent that
the aggregate fair market value of Stock with respect to which Incentive Stock
Options are exercisable for the first time by any individual during any
calendar year (under all plans of AirGate and its subsidiaries (as defined in
section 424(f) of the Code)) exceeds $100,000, such options shall be treated as
Non-Qualified Stock Options, to the extent required by section 422 of the Code.

<PAGE>

   5.3. Option Price. The price at which shares of Stock may be purchased upon
the exercise of an Option (the "Option Price") shall be established by the
Committee or shall be determined by a method established by the Committee at
the time the Option is granted; provided, however, that in no event shall such
price be less than the greater of: (i) 100% of the Fair Market Value (as
defined in subsection 10.11) of a share of Stock as of the date on which the
Option is granted; or (ii) the par value of a share of Stock on such date.

   5.4. Vesting. An Option shall become exercisable as determined by the
Committee.

   5.5. Termination of Service. Unless otherwise designated by the Committee,
in the event of termination of the Participant's employment or other service
with the Company unexercised, unexpired Options shall be affected as follows:

   (a) If a Participant's employment or other service terminates for any reason
       other than for cause, retirement, death, or disability (as each such
       term is defined in a written agreement between such Participant and the
       Company, or if no such agreement exists, then as such terms are defined
       by the Committee from time to time), then all unexercised, unexpired
       Options, to the extent exercisable immediately before such termination,
       may be exercised in whole or in part, not later than the 90th day after
       such termination (but no later than the stated Expiration Date).

   (b) If a Participant's employment or other service terminates due to
       retirement (any termination of employment after age 65 other than for
       cause) from the Company, then all unexercised, unexpired Options,
       whether or not exercisable on the date of such termination, would be
       exercisable in whole or in part within one year after such termination
       date (but no later than the stated Expiration Date).

   (c) If a Participant's employment or other service terminates due to death
       or disability, then all unexercised, unexpired Options, whether or not
       exercisable on the date of such termination, may be exercised, in whole
       or in part, within six months after such termination (but no later than
       the stated Expiration Date). If such termination is due to death, the
       Option would be exercisable during the applicable period by the
       Participant's (i) personal representative or by the person to whom the
       Option is transferred by will or the applicable laws of descent and
       distribution, or (ii) a beneficiary designated in accordance with the
       Committee's rules.

   (d) If a Participant's employment or other service is terminated by the
       Company for cause (as determined by the Committee), all Options (whether
       or not then exercisable) which the Participant holds will automatically
       terminate effective immediately upon such termination.

   (e) Notwithstanding the foregoing, the Committee, in its sole discretion,
       may extend any of the time limits set forth in this Section 5.5 so as to
       permit any unexercised portion thereof to be exercised at any time
       within the time period established by the Committee. In no event shall
       the term of any Option be extended beyond the 10th anniversary of date
       an Option is granted.

   5.6. Exercise. Except as otherwise expressly provided in the Plan, an Option
may be exercised, in whole or in part, in accordance with terms and conditions
established by the Committee at the time of grant (or, if allowed by the Plan,
terms and conditions established by the Committee at any time prior to date on
which the Option is exercised); provided, however, that no Option shall be
exercisable after the Expiration Date (as defined in Section 9) applicable to
that Option. The full Option Price of each share of Stock purchased upon the
exercise of any Option shall be paid at the time of such exercise and, as soon
as practicable thereafter, a certificate representing the shares so purchased
shall be delivered to the person entitled thereto. The Option Price shall be
payable in cash, in shares of Stock previously acquired by the Participant,
which have been held by the Participant for at least six months (valued at Fair
Market Value as of the day of exercise), in any combination of cash and Stock,
or pursuant to any other method of payment approved in advance by the
Committee. The exercise of an Option will result in the surrender of the
corresponding rights under a tandem Stock Appreciation Right, if any.

<PAGE>

   6. Stock Appreciation Rights.

   6.1. Definition. Subject to the terms of this Section 6, a "Stock
Appreciation Right" granted under the Plan entitles the Participant to receive,
in cash or Stock, value equal to all or a portion of the excess of: (a) the
Fair Market Value of a specified number of shares of Stock at the time of
exercise; over (b) a specified price which shall not be less than 100% of the
Fair Market Value of the Stock at the time the Stock Appreciation Right is
granted, or, if granted in tandem with an Option, the exercise price with
respect to shares under the tandem Option.

   6.2. Exercise. If a Stock Appreciation Right is not in tandem with an
Option, then the Stock Appreciation Right shall be exercisable in accordance
with the terms established by the Committee in connection with such rights
after the Expiration Date applicable to that Stock Appreciation Right. If a
Stock Appreciation Right is in tandem with an Option, then the Stock
Appreciation Right shall be exercisable at the time the tandem Option is
exercisable. The exercise of a Stock Appreciation Right will result in the
surrender of the corresponding rights under the tandem Option.

   6.3. Settlement of Award. Upon the exercise of a Stock Appreciation Right,
the value to be distributed to the Participant, in accordance with subsection
6.1, shall be distributed in shares of Stock (valued at their Fair Market Value
at the time of exercise), in cash, or in a combination thereof, in the
discretion of the Committee.

   6.4. Post-Exercise Limitations. The Committee, in its discretion, may impose
such restrictions on shares of Stock acquired pursuant to the exercise of a
Stock Appreciation Right as it determines to be desirable, including, without
limitation, restrictions relating to disposition of the shares and forfeiture
restrictions based on service, performance, ownership of Stock by the
Participant, and such other factors as the Committee determines to be
appropriate.

   7. Stock Awards.

   7.1. Definition. Subject to the terms of this Section 7, a "Stock Award"
under the Plan is a grant of shares of Stock to a Participant, the earning,
vesting or distribution of which is subject to one or more conditions
established by the Committee. Such conditions may relate to events (such as
performance or continued service) occurring before or after the date the Stock
Award is granted, or the date the Stock is earned by, vested in or delivered to
the Participant. If the vesting of Stock Awards is subject to conditions
occurring after the date of grant, the period beginning on the date of grant of
a Stock Award and ending on the vesting or forfeiture of such Stock (as
applicable) is referred to as the "Restricted Period". Stock Awards may provide
for delivery of the shares of Stock at the time of grant, or may provide for a
deferred delivery date.

   7.2. Terms and Conditions of Awards. Beginning on the date of grant (or, if
later, the date of distribution) of shares of Stock comprising a Stock Award,
and including any applicable Restricted Period, the Participant, as owner of
such shares, shall have the right to vote such shares; provided, however, that
payment of dividends with respect to Stock Awards shall be subject to the
following:

   (a) On and after the date that a Participant has a fully earned and vested
       right to the shares comprising a Stock Award, and the shares have been
       distributed to the Participant, the Participant shall have all dividend
       rights (and other rights) of a stockholder with respect to such shares.

   (b) Prior to the date that a Participant has a fully earned and vested right
       to the shares comprising a Stock Award, the Committee, in its sole
       discretion, may award Dividend Rights (as defined below) with respect to
       such shares.

   (c) On and after the date that a Participant has a fully earned and vested
       right to the shares comprising a Stock Award, but before the shares have
       been distributed to the Participant, the Participant shall be entitled
       to Dividend Rights with respect to such shares, at the time and in the
       form determined by the Committee.

<PAGE>

A "Dividend Right" with respect to shares comprising a Stock Award shall
entitle the Participant, as of each dividend payment date, to an amount equal
to the dividends payable with respect to a share of Stock multiplied by the
number of such shares. Dividend Rights shall be settled in cash or in shares of
Stock, as determined by the Committee, shall be payable at the time and in the
form determined by the Committee, and shall be subject to such other terms and
conditions as the Committee may determine.

   8. Performance Units.

   8.1. Definition. Subject to the terms of this Section 8, the Award of
"Performance Units" under the Plan entitles the Participant to receive value
for the units at the end of a Performance Period to the extent provided under
the Award. The number of units earned, and the value received for them, will be
contingent on the degree to which the performance measures established at the
time of grant of the Award are met. For purposes of the Plan, the "Performance
Period" with respect to the award of any Performance Units shall be the period
over which the applicable performance is to be measured.

   8.2. Terms and Conditions of Awards. For each Participant, the Committee
will determine the value of Performance Units, which may be stated either in
cash or in units representing shares of Stock; the performance measures used
for determining whether the Performance Units are earned; the Performance
Period during which the performance measures will apply; the relationship
between the level of achievement of the performance measures and the degree to
which Performance Units are earned; whether, during or after the Performance
Period, any revision to the performance measures or Performance Period should
be made to reflect significant events or changes that occur during the
Performance Period; and the number of earned Performance Units that will be
paid in cash and the number of earned Performance Units to be paid in shares of
Stock.

   8.3. Settlement. Settlement of Performance Units shall be subject to the
following:

   (a) The Committee will compare the actual performance to the performance
       measures established for the Performance Period and determine the number
       of units as to which settlement is to be made, and the value of such
       units.

   (b) Settlement of units earned shall be wholly in cash, wholly in Stock or
       in a combination of the two, to be distributed in a lump sum or
       installments, as determined by the Committee.

   (c) For Performance Units stated in units representing shares of Stock when
       granted, one share of Stock will be distributed for each unit earned, or
       cash will be distributed for each unit earned equal to either (A) the
       Fair Market Value of a share of Stock as of the last day of the
       Performance Period or (B) the average Stock value over a period
       determined by the Committee.

   (d) For Performance Units stated in cash when granted, the value of each
       unit earned will be distributed in its initial cash value, or shares of
       Stock will be distributed based on the cash value of the units earned
       divided by (A) the Fair Market Value of a share of Stock at the end of
       the Performance Period or (B) the average Stock value over a period
       determined by the Committee.

   (e) Shares of Stock distributed in settlement of the units shall be subject
       to such vesting requirements and other conditions, if any, as the
       Committee shall determine.

   8.4. Termination During Performance Period. If a Participant's termination
of employment or other service with the Company occurs during a Performance
Period with respect to any Performance Units granted to him, the Committee may
determine that the Participant will be entitled to settlement of all or any
portion of the Performance Units as to which he would otherwise be eligible,
and may accelerate the determination of the value and settlement of such
Performance Units or make such other adjustments as the Committee, in its sole
discretion, deems desirable.

   9. Expiration of Awards. The "Expiration Date" with respect to an Award
under the Plan means the date established as the Expiration Date by the
Committee at the time of the grant; provided, however, that the

<PAGE>

Expiration Date with respect to any Award shall not be later than the ten-year
anniversary of the date on which the Award is granted. If a Stock Appreciation
Right is in tandem with an Option, then the "Expiration Date" for the Stock
Appreciation Right shall be the Expiration Date for the related Option.

   10. Miscellaneous.

   10.1. Compliance with Applicable Laws; Limits on Distribution. Distribution
of shares of Stock or other amounts under the Plan shall be subject to the
following:

   (a) Notwithstanding any other provision of the Plan, AirGate shall have no
       liability to deliver any shares of Stock under the Plan or make any
       other distribution of benefits under the Plan unless such delivery or
       distribution would comply with all applicable laws and the applicable
       regulations or requirements of any securities exchange or similar entity.

   (b) In the case of a Participant who is subject to Section 16(a) and 16(b)
       of the Exchange Act, the Committee may, at any time, add such conditions
       and limitations to any Award to such Participant, or any feature of any
       such Award, as the Committee, in its sole discretion, deems necessary to
       comply with Section 16(a) or 16(b) of the Exchange Act and the rules and
       regulations thereunder or to obtain any exemption therefrom.

   (c) To the extent that the Plan provides for issuance of certificates to
       reflect the transfer of shares of Stock, the transfer of such shares may
       be effected on a non-certificated basis, to the extent not prohibited by
       applicable law or the rules of any securities exchange or similar entity.

   (d) Prior to the delivery of any shares of Stock under the Plan, if the
       Committee deems it necessary to comply with applicable securities laws,
       AirGate may require a written statement that the recipient is acquiring
       the shares for investment and not for the purpose or with the intention
       of distributing the shares and will not dispose of them in violation of
       the registration requirements of the Securities Act of 1933.

   10.2. Performance-Based Compensation. To the extent that the Committee
determines that it is necessary or desirable to conform any Awards under the
Plan with the requirements applicable to "Performance-Based Compensation", as
that term is used in section 162(m)(4)(C) of the Code, it may, at or prior to
the time an Award is granted, take such steps and impose such restrictions with
respect to such Award as it determines to be necessary or desirable.

   10.3. Transferability. Each Award granted hereunder shall not be assignable
or transferable other than by will or the laws of descent and distribution and
may be exercised, during the Participant's lifetime, only by the Participant or
his or her guardian or legal representative, except that a Participant may in a
manner and to the extent permitted by the Committee (a) designate in writing a
beneficiary to exercise an Award after his or her death (provided, however,
that no such designation shall be effective unless received by the office of
AirGate designated for that purpose prior to the Participant's death) and (b)
if the Award expressly permits, transfer an Option (other than an Incentive
Stock Option) for no consideration to any (i) spouse, children or grandchildren
of the Participant (such individuals to be referred to as "Immediate Family"),
(ii) trust solely for the benefit of the Participant or any or all members of
the Participant's Immediate Family, (iii) partnership whose only partners are
the Participant or members of the Participant's Immediate Family, or (iv)
revocable inter vivos trust of which the Participant is both the settlor and a
trustee; provided, however, that the transferee shall agree to be subject to
all of the terms and conditions applicable to such Award prior to such transfer.

   10.4. Notices. Any notice or document required to be filed with the
Committee under the Plan will be properly filed if delivered or mailed by
registered mail, postage prepaid, to the Committee, in care of AirGate, at its
principal executive offices. The Committee may, by advance written notice to
affected persons, revise such notice procedure from time to time. Any notice
required under the Plan (other than a notice of election) may be waived by the
person entitled to notice.

<PAGE>

   10.5. Withholding. The Company shall be entitled to deduct from any payment
under the Plan the amount of any tax required by law to be withheld with
respect to such payment or may require any participant to pay such amount to
the Company prior to and as a condition of making such payment. In addition,
the Committee may, in its discretion and subject to such rules as it may adopt
from time to time, permit a Participant to elect to have the Company withhold
from any payment under the Plan (or to have the Company accept from the
participant), for tax withholding purposes, shares of Stock, valued at their
Fair Market Value, but in no event shall the Fair Market Value of the number of
shares so withheld (or accepted) exceed the amount necessary to meet the
minimum Federal, state and local marginal tax rates then in effect that are
applicable to the Participant and to the particular transaction.

   10.6. Form and Time of Elections. Unless otherwise specified herein, each
election required or permitted to be made by any Participant or other person
entitled to benefits under the Plan, and any permitted modification or
revocation thereof, shall be in writing filed with the Committee at such times,
in such form, and subject to such restrictions and limitations, not
inconsistent with the terms of the Plan, as the Committee shall require.

   10.7. Agreement With AirGate. At the time of an Award to a Participant under
the Plan, the Committee may require a Participant to enter into an agreement
with AirGate (the "Agreement") in a form specified by the Committee, agreeing
to the terms and conditions of the Plan and to such additional terms and
conditions, not inconsistent with the Plan, as the Committee may, in its sole
discretion, prescribe.

   10.8. Limitation of Implied Rights.

   (a) Neither a Participant nor any other person shall, by reason of the Plan,
       acquire any right in or title to any assets, funds or property of the
       Company whatsoever, including, without limitation, any specific funds,
       assets, or other property which the Company, in its sole discretion, may
       set aside in anticipation of a liability under the Plan. A Participant
       shall have only a contractual right to benefits or amounts, if any,
       payable under the Plan, unsecured by any assets of the Company. Nothing
       contained in the Plan shall constitute a guarantee by the Company that
       the assets of the Company shall be sufficient to pay any amounts or
       benefits to any person.

   (b) The Plan does not constitute a contract of employment or continued
       service, and selection as a Participant will not give any person the
       right to be retained in the employ or service of the Company, nor any
       right or claim to any benefit or payment under the Plan, unless such
       right or claim has specifically accrued under the terms of the Plan.
       Except as otherwise provided in the Plan, no Award under the Plan shall
       confer upon the holder thereof any right as a stockholder of AirGate
       prior to the date on which he fulfills all service requirements and
       other conditions for receipt of such rights.

   10.9. Evidence. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information that the person acting on
it considers pertinent and reliable, and signed, made or presented by the
proper party or parties.

   10.10. Gender and Number. Where the context admits, words in one gender
shall include the other gender, words in the singular shall include the plural
and the plural shall include the singular.

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

<PAGE>

   11. Change in Control. All Options, Stock Appreciation Rights, Stock Awards
and Performance Units may vest upon a change in control as established by the
Committee.

   12. Amendment and Termination.

   The Board may, at any time, amend or terminate the Plan or any Award,
provided that, subject to subsection 4.4 (relating to certain adjustments to
shares), no amendment or termination may materially adversely affect the rights
of any Participant or beneficiary under any Award made under the Plan prior to
the date such amendment is adopted by the Board. Notwithstanding the foregoing
or any other provision of the Plan or any Award agreement, the Board or the
Committee may amend the Plan or the terms of any Award to the extent it deems
necessary to preserve pooling-of-interest accounting treatment for any
transaction which is intended to be accounted for through such accounting
method.

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