<SUBMISSION>
<ACCESSION-NUMBER>0001086844-03-000031
<TYPE>8-K
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<PERIOD>20030515
<ITEMS>9
<FILING-DATE>20030521
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<CONFORMED-NAME>AIRGATE PCS INC /DE/
<CIK>0001086844
<ASSIGNED-SIC>4813
<IRS-NUMBER>582422929
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0930
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-27455
<FILM-NUMBER>03714982
</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>8-K
<SEQUENCE>1
<FILENAME>form8k051503.txt
<DESCRIPTION>FORM 8-K MAY 15, 2003
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    Form 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


         Date of Report (Date of earliest event reported): May 15, 2003


                                AirGate PCS, Inc.

             (Exact name of registrant as specified in its charter)


    Delaware                      027455                       58-2422929
    --------                      ------                       ----------
(State or other            (Commission File No.)            (I.R.S. Employer
 Jurisdiction of                                           Identification No.)
 Incorporation)

         233 Peachtree Street, N.E.                              30303
         Harris Tower, Suite 1700,                            (Zip Code)
              Atlanta, Georgia
  (Address of principal executive offices)



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



                                 Not Applicable

          (Former name or former address, if changed since last report)


<PAGE>


Item 9. Regulation FD Disclosure (also provides  information required under Item
12 "Results of Operations and Financial Condition").

The information  contained in this Current Report on Form 8-K, which is required
by Item 12,  "Results of Operations  and Financial  Condition," is instead being
furnished under Item 9, "Regulation FD Disclosure"  pursuant to interim guidance
issued by the  Securities  and Exchange  Commission in Release Nos.  33-8216 and
34-47583.

On May 15, 2003 AirGate PCS, Inc. (the "Company")  issued a press release on the
subject of 2003 second quarter consolidated  earnings for the Company. A copy of
such release is attached hereto as Exhibit 99.1.

In accordance with General Instructions B.2 and B.6 of Form 8-K, the information
in this Item 9 and  Exhibit  99.1 shall not be deemed  "filed"  for  purposes of
Section 18 of the  Securities  Exchange Act of 1934 or otherwise  subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities  Act of 1933 or the  Securities  Exchange Act of
1934,  except as shall be  expressly  set forth by specific  reference in such a
filing.



<PAGE>


                                                         SIGNATURES

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



                                  AIRGATE PCS, INC.


Date: May 21, 2003
                                  By:  /s/ William H. Seippel
                                     -----------------------------------------
                                           William H. Seippel
                                           Chief Financial Officer







</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>exhibit_051503.txt
<DESCRIPTION>2ND QUARTER FISCAL 2003 RESULTS
<TEXT>
AirGate PCS Announces Second Quarter Fiscal 2003 Results

[GRAPHIC OMITTED]


Contact: Will Seippel
         Chief Financial Officer
         404-525-7272


         AIRGATE PCS, INC. ANNOUNCES SECOND QUARTER FISCAL 2003 RESULTS
                          ----------------------------
                    STAND-ALONE AIRGATE PCS SOUTHEAST REGION
                            MEETS ALL COVENANT TESTS

ATLANTA (May 15, 2003) - AirGate PCS, Inc. (OTCBB: PCSA), a PCS Affiliate of
Sprint, today announced financial and operating results for its second fiscal
quarter and six months ended March 31, 2003.

Highlights of the quarter include the following:

o    Cash and cash equivalents increased to $20.9 million from $0.9 million from
     the first fiscal quarter of 2003 for stand-alone AirGate.

o    Net loss improved to ($21.0)  million from  ($301.9)  million in the second
     fiscal quarter of 2002. The net loss for the same period in 2002 included a
     goodwill impairment of ($261.2) million related to the acquisition of iPCS.

o    EBITDA, earnings before interest, taxes, depreciation and amortization, was
     $15.3 million,  an increase of $12.8 million from $2.5 million in the first
     fiscal quarter of 2003 for stand-alone AirGate.

o    All  covenants  for the  quarter  were met under  the  AirGate  PCS  credit
     facility.

As previously announced,  iPCS, Inc. and its subsidiaries,  iPCS Wireless,  Inc.
and iPCS Equipment, Inc., filed a Chapter 11 bankruptcy petition on February 23,
2003,  for  the  purpose  of  effecting  a  court-administered   reorganization.
Subsequent to February 23, 2003, AirGate no longer consolidates the accounts and
results of operations of its  unrestricted  subsidiary  iPCS and the accounts of
iPCS are  recorded  as an  investment  using  the  cost  method  of  accounting.
Accordingly,  the accompanying  consolidated  balance sheet as of March 31, 2003
does not include the consolidated  accounts of iPCS. It does,  however,  include
the Company's investment in iPCS as of February 23, 2003.

Total  consolidated  revenues for the second fiscal quarter ended March 31, 2003
were $104.4 million compared with $114.7 million for the prior-year  period. The
Company  reported a net loss of ($21.0)  million,  or ($0.81) per share, for the
three months ended March 31, 2003, compared with a net loss of ($301.9) million,
or ($11.71) per share, in the same period of fiscal 2002. The Company recorded a
goodwill  impairment  of ($261.2)  million,  or ($10.13) per share in the second
fiscal quarter of 2002 related to the acquisition of iPCS.

Consolidated  EBITDA, a non-GAAP  financial  measure,  was $14.1 million for the
second  quarter of fiscal 2003. On a stand-alone  basis,  EBITDA for AirGate was
$15.3  million  during the second  quarter of fiscal 2003,  which  compares with
EBITDA of $2.5 million  during the first quarter of fiscal 2003.  EBITDA for the
second quarter of fiscal 2003 was favorably  impacted by $3.6 million of credits
received from Sprint.

For the six months  ended  March 31,  2003,  the Company  reported  consolidated
revenues of $237.5 million compared with $196.4 million for the same period last
year. The Company reported a net loss of ($68.7) million,  or ($2.65) per share,
for the six months  ended March 31, 2003,  compared  with a net loss of ($331.6)
million or ($15.29) per share, in the same period of 2002.

Consolidated  EBITDA was $10.6  million for the first six months of fiscal 2003.
On a stand-alone  basis,  EBITDA for AirGate was $17.8 million for the first six
months of fiscal 2003.

"AirGate PCS has continued to make measurable progress with our business plan in
spite of the  ongoing  challenges  in the  wireless  industry,"  said  Thomas M.
Dougherty,  president and chief executive officer of AirGate PCS.  "Notably,  we
reached the important objective of significantly  improving net loss and EBITDA,
and more  importantly,  meeting all of the covenants of our credit  facility for
stand-alone  AirGate PCS. We clearly  recognize  the  importance  of meeting our
obligations to our lenders and believe this accomplishment reflects management's
focused  execution on improving the efficiency of our  operations  over the past
six months.

"We are also  realizing  the benefits of our recent  initiatives  to improve the
quality  of our  subscriber  base,"  Dougherty  continued.  "As a result  of our
`smart-growth' strategy, over 60% of our gross additions were prime subscribers,
meeting our goal to increase the percentage of higher value prime credit quality
customers  while  improving  our  operating  cash flow. We continue to carefully
monitor our customer acquisition costs and are pleased with the progress we have
made in enhancing our productivity."

Additional operating and performance  metrics,  which include non-GAAP financial
measures, for the second quarter and six months ended March 31, 2003 for AirGate
stand-alone and iPCS include the following:

<TABLE>
<CAPTION>

                                       Quarter Ended                                  Quarter Ended
                                       March 31, 2003                                 March 31, 2002
                          ------------ ------------- --------------     -------------- -------------- --------------
                            AirGate       IPCS*        Combined            AirGate         iPCS         Combined
                          ------------ ------------- --------------     -------------- -------------- --------------

<S>                            <C>           <C>            <C>                <C>            <C>           <C>
Gross Additions                43,003        14,105         57,108             68,404         32,145        100,549
Net Additions**                 5,755        (6,732)          (977)            36,055         16,954         53,009
Ending Subscribers            358,564       229,893        588,457            325,899        180,468        506,367
Churn*** (with                   3.30%         4.74%          3.70%              3.18%          2.61%          2.97%
subscriber reserve)
Churn*** (without                3.69%         5.28%          4.14%              3.86%          3.29%          3.65%
subscriber reserve)
ARPU                           $56.40        $51.21         $54.93             $63.11         $55.78         $60.48
CCPU                              $43           $54            $46                $54            $63            $57
CPGA                             $298          $405           $324               $321           $367           $336
EBITDA                    $15,290,000   ($1,200,000)   $14,090,000      $(260,293,000)   ($7,812,000) ($268,105,000)
Capital Expenditures       $1,028,000       $45,000     $1,073,000        $14,890,000    $23,604,000    $41,397,000
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                       Six Months Ended                               Six Months Ended
                                        March 31, 2003                                 March 31, 2002
                           ------------ ------------- --------------    --------------- -------------- --------------
                            AirGate       IPCS*        Combined             AirGate          iPCS         Combined
                           ------------ ------------- --------------    --------------- -------------- --------------

<S>                            <C>           <C>           <C>                <C>             <C>           <C>
Gross Additions                98,624        59,403        158,027            151,416         49,826        201,242
Net Additions**                19,425        14,199         33,624             90,876         30,846        121,722
Ending Subscribers            358,564       229,893        588,457            325,899        180,468        506,367
Churn*** (with                   3.53%         4.03%          3.72%              3.18%          2.50%          3.00%
subscriber reserve)
Churn*** (without                3.89%         4.56%          4.15%              4.06%          3.48%          3.90%
subscriber reserve)
ARPU                           $57.17        $53.40         $56.10             $61.80         $56.39         $60.47
CCPU                              $48           $58            $52                $58            $68            $61
CPGA                             $338          $359           $344               $334           $371           $343
EBITDA                    $17,826,000   ($7,255,000)   $10,571,000      ($275,161,000)  ($13,958,000) ($289,119,000)
Capital Expenditures       $6,654,000    $8,469,000    $15,123,000        $21,039,000    $27,484,000    $48,523,000
</TABLE>


*iPCS  calculations  reflect  results  up  to  February  24,  2003;   Operations
subsequent to this date have been excluded
**Elimination of subscriber  reserve
resulted in an increase in net additions of 4,187 (AirGate) and 2,252 (iPCS)
***Churn is net of 30-day returns.

"Our  management  team is highly focused on further  refining our business model
and pursuing a strategy that is aligned with the current demands of the wireless
marketplace.  We clearly  recognize that in order to be a smart operator in this
difficult  environment it is imperative  that we carefully  manage our costs and
continue to provide a high level of service to our customers. In April we had to
make the  difficult  decision to further  reduce our headcount in AirGate PCS by
over 70  employees in order to reduce our cost  structure to a more  appropriate
level.  Additionally,  we are realizing  the benefits of the network  upgrade to
1x-RTT  during  2002,  which has allowed us to control our capital  expenditures
while our minutes of use per subscriber  levels approach 1,000 per month. We are
very pleased that even with significant traffic growth, AirGate's network is now
performing  at the highest  level ever with respect to  traditional  performance
metrics," added Dougherty.

"We have made  tremendous  strides  during the  quarter in  building on our cash
position," continued Dougherty.  "We ended the first quarter of fiscal 2003 with
less than one million  dollars in cash and cash  equivalents,  but increased our
cash and cash  equivalents  position  by nearly  $20  million  during the second
quarter  through   improving  our  operating   performance,   resolving  several
outstanding issues with Sprint as well as drawing an additional $3 million under
our credit facility."

AirGate PCS will hold a conference call to discuss this press release  tomorrow,
Thursday, May 15, 2003, at 9:00 a.m. ET. A live broadcast of the conference call
will be available on-line at www.airgatepcsa.com or www.companyboardroom.com. To
listen to the live call,  please go to the Web site at least 15 minutes early to
register,  download,  and install any necessary  audio  software.  For those who
cannot listen to the live  broadcast,  a replay will be available  shortly after
the call through the close of business on May 21, 2003.

About  AirGate  PCS and iPCS

AirGate PCS,  Inc.,  excluding  its  unrestricted  subsidiary  iPCS,  is the PCS
Affiliate  of Sprint  with the right to sell  wireless  mobility  communications
network products and services under the Sprint brand in territories within three
states located in the Southeastern  United States. The territories  include over
7.1  million  residents  in  key  markets  such  as  Charleston,  Columbia,  and
Greenville-Spartanburg,  South  Carolina;  Augusta and  Savannah,  Georgia;  and
Asheville,  Wilmington  and the Outer Banks of North  Carolina.  iPCS,  Inc.,  a
wholly owned unrestricted  subsidiary of AirGate PCS, Inc., is the PCS Affiliate
of  Sprint  with the  right to sell  wireless  mobility  communications  network
products  and  services  under  the  Sprint  brand in 37  markets  in  Illinois,
Michigan,  Iowa and eastern Nebraska.  The territories  include over 7.4 million
residents in key markets such as Grand Rapids,  Michigan;  Champaign-Urbana  and
Springfield, Illinois; and the Quad Cities areas of Illinois and Iowa.

AirGate  and iPCS  are  separate  corporate  entities  that  have  discrete  and
independent  financing sources,  debt obligations and sources of revenue.  As an
unrestricted subsidiary, iPCS's lenders, noteholders and creditors do not have a
lien or  encumbrance on assets of AirGate.  Further,  AirGate  generally  cannot
provide capital or other financial support to iPCS.

About Sprint

Sprint  operates  the  largest,  100-percent  digital,  nationwide  PCS wireless
network  in the  United  States,  already  serving  more than  4,000  cities and
communities  across the  country.  Sprint has licensed PCS coverage of more than
280 million people in all 50 states, Puerto Rico and the U.S. Virgin Islands. In
August 2002,  Sprint became the first wireless  carrier in the country to launch
next  generation  services  nationwide  delivering  faster  speeds and  advanced
applications  on  Vision-enabled  Phones and devices.  For more  information  on
products and services, visit  www.sprint.com/mr.  PCS is a wholly-owned tracking
stock of Sprint  Corporation  trading on the NYSE under the symbol "PCS." Sprint
is a global communications company with approximately 72,000 employees worldwide
and  nearly  $27  billion  in  annual  revenues  and is  widely  recognized  for
developing, engineering and deploying state-of-the-art network technologies.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

This news release contains forward-looking  statements that are based on current
expectations,  estimates, forecasts and projections about the wireless industry,
our  beliefs  and  our  management's  assumptions.   Words  such  as  "expects,"
"anticipates,"  "targets," "goals," "projects,"  "intends," "plans," "believes,"
"seeks,"  "estimates"  and variations of such words and similar  expressions are
intended to identify such forward-looking  statements.  These statements are not
guarantees of future  performance and involve certain risks,  uncertainties  and
assumptions  that are  difficult  to predict.  Therefore,  actual  outcomes  and
results  may  differ  materially  from what is  expressed  or  forecast  in such
forward-looking statements.

Factors that could cause  actual  results to differ  include:  the impact of the
iPCS  bankruptcy  filing,  including the potential loss of all value in the iPCS
common stock held by AirGate;  the unsettled nature of the wireless market;  the
potential  need for  additional  sources  of  liquidity;  the  current  economic
slowdown;  the  potential  to  continue  to  experience  a high rate of customer
turnover;  our ability to predict future customer  growth,  as well as other key
operating  metrics;  the  competitiveness  and impact of Sprint wireless pricing
plans, products and services; the ability to successfully launch and leverage 3G
products and services; customer credit quality; our ability to retain customers;
the ability of Sprint to provide back office,  customer care and other services;
the prices  charged by Sprint for its services;  the impact of our disputes with
Sprint;  consumer  purchasing  patterns;  potential  fluctuations  in  quarterly
results;  an  adequate  supply of  subscriber  equipment;  risks  related to our
ability to compete with larger, more established businesses; rapid technological
and market  change;  risks  related to future  growth  and  expansion;  rates of
penetration  in the  wireless  industry;  impacts  of  spending  cuts on network
quality, customer retention and customer growth;  anticipated future losses; the
significant level of indebtedness;  adequacy of bad debt and other reserves; and
the volatility of AirGate PCS' stock price.

For a detailed  discussion of these and other cautionary  statements and factors
that could  cause  actual  results to differ from those  contained  in this news
release,  please refer to AirGate PCS' filings with the  Securities and Exchange
Commission  ("SEC"),  especially in the "risk  factors"  section of AirGate PCS'
Form 10-K for the fiscal  year ended  September  30,  2002 and Form 10-Q for the
quarter ended March 31, 2003, and in subsequent  filings with the SEC. Except as
otherwise  required under federal  securities laws and the rules and regulations
of the SEC, we do not have any  intention or  obligation to update or revise any
forward-looking  statements,  whether  as a result  of new  information,  future
events, changes in assumptions or otherwise.

Financial Measures and Key Operating Metrics

In this press  release,  we use  several  key  operating  metrics  and  non-GAAP
financial measures. In Schedule I, we define each of these metrics and provide a
reconciliation of non-GAAP  financial  measures to the most directly  comparable
GAAP financial  measure.  These financial  measures and operating  metrics are a
supplement  to GAAP  financial  information  and should not be  considered as an
alternative to, or more  meaningful  than, net loss, cash flow or operating loss
as determined in accordance with GAAP.


<PAGE>

<TABLE>
<CAPTION>

                       AirGate PCS, Inc. and Subsidiaries
                    Condensed Balance Sheet at March 31, 2003
                                   (Unaudited)
           (dollars in thousands, except share and per share amounts)

                                                                    AirGate PCS,
                                                                        Inc.
                                                                    ------------
ASSETS
Current Assets:
<S>                                                                   <C>
           Cash and cash equivalents                                  $   20,905
           Accounts receivable, net                                       21,943
           Receivable from Sprint PCS                                     11,615
           Receivable from iPCS                                              336
           Inventories                                                     2,162
           Prepaid expenses                                                5,769
           Other current assets                                            1,582
                                                                       ---------
                     Total current assets                                 64,312

Property and equipment, net                                              192,363
Financing costs                                                            7,287
Other assets                                                               6,385
                                                                       ---------
                     Total assets                                      $ 270,347
                                                                       =========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
            Accounts payable and accrued expenses                      $   9,902
            Payable to Sprint PCS                                         40,570
            Deferred revenue                                               7,671
            Current maturities of long term debt and capital
              lease obligations                                            2,024
                                                                       ---------
                     Total current liabilities                            60,167

Long-term debt and capital lease obligations, excluding
  current maturities                                                     377,192
Investment in iPCS                                                       184,115
Other long term liabilities                                               10,107
                                                                       ---------
                     Total liabilities                                   631,581

Stockholders' equity (deficit):
             Common stock                                                   260
             Additional paid-in-capital                                 924,086
             Unearned stock compensation                                   (700)
             Accumulated deficit                                     (1,284,880)
                                                                     -----------
                      Total stockholders' equity (deficit)             (361,234)
                      Total liabilities and stockholders'            -----------
                       equity (deficit)                               $ 270,347
                                                                     ===========
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                       AirGate PCS, Inc. and Subsidiaries
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)
           (dollars in thousands, except share and per share amounts)


                                                        Three Months Ended                  Six Months Ended
                                                             March 31,                          March 31,
                                                       ---------------------              ---------------------
                                                       2003             2002              2003             2002
                                                       ---------------------              ---------------------
<S>                                                    <C>              <C>               <C>               <C>
Revenues:
    Service revenue                                 $ 81,664         $ 87,354         $ 177,993        $ 143,203
    Roaming revenue                                   19,264           21,951            51,256           43,254
    Equipment revenue                                  3,505            5,388             8,286            9,933
                                                     ------------------------           ------------------------
                                                     104,433          114,693           237,535          196,390
                                                     ------------------------           ------------------------

Operating Expenses:
   Cost of services and roaming (exclusive
    of depreciation, as shown separately below)      (59,910)         (76,336)         (147,917)       (134,093)
   Cost of equipment                                  (5,304)         (10,681)          (17,431)        (20,264)
   Selling and marketing                             (15,674)         (27,592)          (44,576)        (57,437)
   General and administrative expenses                (9,278)          (6,869)          (16,687)        (12,069)
   Non-cash stock compensation expense                  (177)            (183)             (353)           (414)
   Depreciation and amortization                     (19,345)         (30,676)          (44,235)        (46,481)
   Goodwill impairment                                     -         (261,212)                -        (261,212)
       Total operating expenses                     (109,689)        (413,549)         (271,199)       (531,970)
       Operating loss                                 (5,256)        (298,856)          (33,664)       (335,580)

   Interest income                                        27              117                67             216
   Interest expense                                  (15,794)         (14,648)          (35,099)        (24,931)
   Other expense                                          -                75                 -             (20)
       Loss before income tax benefit                (21,022)        (313,312)          (68,696)       (360,315)
       Income tax benefit                                 -            11,402                 -          28,761
       Net loss                                    $ (21,022)      $ (301,910)       $  (68,696)     $ (331,554)


 Basic and diluted net loss per share of             $ (0.81)        $ (11.71)          $ (2.65)       $ (15.29)
  common stock
 Basic and diluted weighted-average               25,929,437       25,790,151        25,876,204      21,688,158
  outstanding common shares
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                                                                AirGate PCS, Inc. and Subsidiaries
                                     Condensed Consolidating Statements of Operations for the Three Months Ended March 31, 2003
                                                                             (Unaudited)
                                                     (dollars in thousands, except share and per share amounts)


                                                     AirGate PCS,                                     Consolidated
                                                         Inc.         iPCS, Inc.     Eliminations   AirGate PCS, Inc.
                                                     ------------     ----------     ------------   -----------------
<S>                                                      <C>           <C>              <C>               <C>
Revenues:
        Service revenue                                  $ 60,163      $ 21,501         $    -            $ 81,664
        Roaming revenue                                    13,894         5,514           (144)             19,264
        Equipment revenue                                   2,923           814           (232)              3,505
                                                         --------      --------          ------           --------
                                                           76,980        27,829           (376)            104,433

Operating Expenses:
        Cost of services and roaming (exclusive
         of depreciation, as shown separately below)     (40,736)      (19,318)           144             (59,910)
        Cost of equipment                                 (3,687)       (1,849)           232              (5,304)
        Selling and marketing                            (11,362)       (4,312)             -             (15,674)
        General and administrative expenses               (5,728)       (3,550)             -              (9,278)
        Non-cash stock compensation expense                 (177)            -              -                (177)
        Depreciation and amortization                    (15,074)       (4,271)             -             (19,345)
                                                        ---------     ---------         -----            ---------
                    Total operating expenses             (76,764)      (33,300)           376            (109,689)
                                                        ---------     ---------         -----            ---------
                    Operating loss                           216        (5,471)             -              (5,255)
        Interest expense, net                            (10,017)       (5,750)             -             (15,767)
                    Loss before income tax benefit        (9,801)      (11,221)             -             (21,022)
                    Income tax benefit                         -             -              -                   -
                                                        ---------    ----------         -----            ---------
                    Net loss                            $ (9,801)    $ (11,221)         $   -            $(21,022)
                                                        =========    ==========         =====            =========
</TABLE>

Note:   AirGate did not apply push down accounting for the acquisition of iPCS.


<PAGE>

<TABLE>
<CAPTION>
                                                                       AirGate PCS, Inc. and Subsidiaries
                                            Condensed Consolidating Statements of Operations for the Six Months Ended March 31, 2003
                                                                                   (Unaudited)
                                                           (dollars in thousands, except share and per share amounts)




                                                        AirGate PCS,                                     Consolidated
                                                            Inc.      iPCS, Inc.     Eliminations      AirGate PCS, Inc.
                                                        ------------  ----------     ------------      -----------------
<S>                                                     <C>            <C>             <C>                 <C>
Revenues:
         Service revenue                                $ 120,097      $ 57,896        $    -              $ 177,993
         Roaming revenue                                   32,805        18,893          (442)                51,256
         Equipment revenue                                  5,943         2,575          (232)                 8,286
                                                        ---------      ---------       -------             ---------
                                                          158,845        79,364          (674)               237,535

Operating Expenses:
         Cost of services and roaming (exclusive
          of depreciation, as shown separately below)     (92,168)      (56,191)          442               (147,917)
         Cost of equipment                                (10,533)       (7,130)          232                (17,431)
         Selling and marketing                            (28,159)      (16,417)            -                (44,576)
         General and administrative expenses               (9,806)       (6,881)            -                (16,687)
         Non-cash stock compensation expense                 (353)            -             -                   (353)
         Depreciation and amortization                    (29,558)      (14,677)            -                (44,235)
                                                        ----------     ---------        ------             ----------
                    Total operating expenses             (170,577)     (101,296)          674               (271,199)
                                                        ----------     ---------        ------             ----------
                    Operating loss                        (11,731)      (21,932)            -                (33,665)
         Interest expense, net                            (19,980)      (15,052)            -                (35,032)
                    Loss before income tax benefit        (31,712)      (36,984)            -                (68,696)
                    Income tax benefit                          -             -             -                      -
                                                        ----------    ----------       -------             ----------
                    Net loss                            $ (31,712)    $ (36,984)       $    -              $ (68,696)
                                                        ==========    ==========       =======             ==========
</TABLE>

Note: AirGate did not apply push down accounting for the acquisition of iPCS.

<PAGE>


                                   SCHEDULE I


Financial Measures and Key Operating Metrics

We use certain  operating  and  financial  measures  that are not  calculated in
accordance with accounting  principles  generally accepted in the United States,
or GAAP.  A non-GAAP  financial  measure is defined as a numerical  measure of a
company's  financial  performance  that (i) excludes  amounts,  or is subject to
adjustments that have the effect of excluding amounts,  that are included in the
comparable  measure  calculated  and  presented in  accordance  with GAAP in the
statement of income or statement of cash flows; or (ii) includes amounts,  or is
subject to  adjustments  that have the  effect of  including  amounts,  that are
excluded from the comparable measure so calculated and presented.

Terms such as subscriber net additions,  average revenue per user,  churn,  cost
per gross addition and cash cost per user are important  operating  metrics used
in the wireless  telecommunications  industry.  These  metrics are  important to
compare us to other wireless service providers.  ARPU also assists management in
forecasting  future service  revenue and CPGA assists  management in quantifying
the  incremental  costs to acquire a new  subscriber.  Except for churn, we have
included a reconciliation of these metrics to the most directly  comparable GAAP
financial measure.  Subscriber net additions and churn are operating  statistics
with no comparable GAAP financial  measure.  ARPU, CPGA and CCPU are supplements
to GAAP and should not be considered an alternative to, or more meaningful than,
revenues expenses or net loss as determined in accordance with GAAP.

EBITDA is a  performance  metric  we use and  which is used by other  companies.
Management  believes  that  EBITDA  is a useful  adjunct  to net loss and  other
measurements  under GAAP  because  it is a  meaningful  measure  of a  company's
performance,   as  interest,  taxes,  depreciation  and  amortization  can  vary
significantly  between  companies  due in  part  to  differences  in  accounting
policies,  tax strategies,  levels of indebtedness,  and interest rates. We have
included  below a  presentation  of the GAAP  financial  measure  most  directly
comparable to EBITDA,  which is net loss, as well as a reconciliation  of EBITDA
to net loss.  We have also  provided a  reconciliation  to net cash  provided by
(used  in)  operating  activities  as  supplemental  information.  EBITDA  is  a
supplement  to GAAP  financial  information  and  should  not be  considered  an
alternative to, or more  meaningful  than, net loss, cash flow or operating loss
as determined in accordance with GAAP.

EBITDA,  ARPU, churn, CPGA and CCPU as used by the Company may not be comparable
to a similarly titled measure of another company.

The following terms used in this report have the following meanings:

"EBITDA" means earnings before interest, taxes, depreciation and amortization.

"ARPU"  summarizes  the average  monthly  service  revenue  per user,  excluding
roaming revenue.  ARPU is computed by dividing service revenue for the period by
the average subscribers for the period.

"Churn" is the monthly rate of  subscriber  turnover that both  voluntarily  and
involuntarily  discontinued service during the month,  expressed as a percentage
of the total  subscriber  base.  Churn is  computed  by  dividing  the number of
subscribers that  discontinued  service during the month, net of 30-day returns,
by the average total subscriber base for the period.

"CPGA" summarizes the average cost to acquire new subscribers during the period.
CPGA is  computed  by adding  the income  statement  components  of selling  and
marketing,  cost of  equipment  and  activation  costs  (which are included as a
component of cost of service) and reducing that amount by the equipment  revenue
recorded.  That net amount is then divided by the total new subscribers acquired
during the period.

"CCPU" is a measure  of the cash  costs to operate  the  business  on a per user
basis consisting of subscriber support,  network  operations,  service delivery,
roaming expense,  bad debt expense,  wireless handset upgrade subsidies (but not
commissions)  and other  general and  administrative  costs,  divided by average
subscribers for the period.


<PAGE>


                       AirGate PCS Inc., and Subsidiaries
             Reconciliation of AirGate Stand-Alone and iPCS Non-GAAP
    Financial Measures for the Three Months Ended March 31, 2003 (Unaudited)
           (dollars in thousands, except share and per share amounts)

The reconciliation of EBITDA to net cash provided by (used in) operating
activities, as determined in accordance with GAAP, is as follows:

<TABLE>
<CAPTION>

                                                                        Quarter Ended March 31,
                                                                        -----------------------
                                                         2003                                            2002
                                       ------------------------------------------     -------------------------------------------
                                        AirGate          iPCS           Combined         AirGate           iPCS          Combined

<S>                                    <C>               <C>             <C>              <C>             <C>             <C>
Net cash provided by (used in)
operating activities                   $ 18,439       $ 8,011         $ 26,450         $   2,423        $(9,177)        $  (6,754)
    Change in operating assets and     $ (5,121)      $(9,461)        $(14,582)        $   3,476        $ 3,876         $   7,352
      liabilites
    Interest expense                   $ 10,042       $ 5,752         $ 15,794         $   8,573        $ 6,075         $  14,648
    Accretion of interest              $ (7,810)      $(4,534)        $(12,344)        $  (6,963)       $(6,444)        $ (13,407)
    Goodwill Impairment                $    --        $   --          $    --          $(261,212)       $    --         $(261,212)
    Interest and other income          $    (25)      $    (2)        $    (27)        $     --         $  (192)        $    (192)
    Provision for doubtful accounts    $     31       $  (753)        $   (722)        $  (6,044)       $(1,926)        $  (7,970)
    Other expense                      $   (266)      $  (213)        $   (479)        $    (546)       $   (24)        $    (570)
EBITDA                                 $ 15,290       $(1,200)        $ 14,090         $(260,293)       $(7,812)        $(268,105)

</TABLE>


The  reconciliation  of  EBITDA  to our  reported  net loss,  as  determined  in
accordance with GAAP, is as follows:

<TABLE>
<CAPTION>
                                                                        Quarter Ended March 31,
                                                                        -----------------------
                                                         2003                                            2002
                                       ------------------------------------------     -------------------------------------------
                                        AirGate          iPCS         Combined          AirGate          iPCS          Combined
                                        -------          ----         --------          -------          ----          --------
<S>                                    <C>            <C>            <C>              <C>             <C>             <C>
Net Loss                               $ (9,801)      $ (11,221)    $(21,022)        $(279,557)    $ (22,353)      $(301,910)
     Depreciation and amortization     $ 15,074       $   4,271     $ 19,345         $  22,154     $   8,522       $  30,676
     Interest income                   $    (25)      $      (2)    $    (27)        $     (61)    $     (56)      $    (117)
     Interest expense                  $ 10,042       $   5,752     $ 15,794         $   8,573     $   6,075       $  14,648
     Income tax benefit                $    --        $     --      $    --          $ (11,402)    $      --       $ (11,402)
     EBITDA                            $ 15,290       $  (1,200)    $ 14,090         $(260,293)    $  (7,812)      $(268,105)
</TABLE>


The reconciliation of ARPU to service revenue,  as determined in accordance with
GAAP, is as follows:

<TABLE>
<CAPTION>
                                                                        Quarter Ended March 31,
                                                                        -----------------------
                                                         2003                                            2002
                                       ------------------------------------------     -------------------------------------------
                                        AirGate          iPCS         Combined          AirGate          iPCS          Combined
                                        -------          ----         --------          -------          ----          --------
<S>                                    <C>            <C>            <C>              <C>             <C>             <C>
Average Revenue per User (ARPU):
Service revenue                        $ 60,163       $ 21,501        $81,664          $58,425         $28,929         $87,354
Average subscribers                     355,589        233,259        495,544          308,581         172,868         481,449
  ARPU                                   $56.40         $51.21         $54.93           $63.11          $55.78          $60.48
</TABLE>

Notes: For 2003, iPCS average subscribers for the period between January 1, 2003
and February 23, 2003. For 2003,  average  subscribers  for combined entity is a
weighted average.


<PAGE>


The  reconciliation  of CCPU  to  cost  of  service  expense  as  determined  in
accordance with GAAP, is calculated as follows:

<TABLE>
<CAPTION>
                                                                       Quarter Ended March 31,
                                                                       -----------------------
                                                         2003                                            2002
                                       ------------------------------------------     -------------------------------------------
                                        AirGate          iPCS         Combined          AirGate          iPCS          Combined
                                        -------          ----         --------          -------          ----          --------
<S>                                    <C>            <C>            <C>              <C>             <C>             <C>
Cash Cost per User (CCPU):
Cost of service expense                $40,737*       $19,318*       $59,910          $46,668*        $29,872*        $76,336
Less: Activation expense               $  (668)         $(372)       $(1,040)           $(565)          $(312)          $(877)
Plus: General and administrative       $ 5,728         $3,550         $9,278           $3,636          $3,233          $6,869
      expense
     Total cash costs                  $45,797        $22,496        $68,148          $49,739         $32,793         $82,328
Average subscribers                    355,589        233,259        495,544          308,581         172,868         481,449
     CCPU                                  $43            $54            $46              $54             $63             $57
</TABLE>

Notes: For 2003, iPCS average subscribers for the period between January 1, 2003
and February 23, 2003. For 2003,  combined  subscribers  is a weighted  average.
*Amounts are reflected prior to the elimination of intercompany transactions.


The  reconciliation  of CPGA to selling and  marketing  expense as determined in
accordance with GAAP, is calculated as follows:

<TABLE>
<CAPTION>
                                                                      Quarter Ended March 31,
                                                                      -----------------------
                                                         2003                                            2002
                                       ------------------------------------------     -------------------------------------------
                                        AirGate          iPCS         Combined          AirGate          iPCS          Combined
                                        -------          ----         --------          -------          ----          --------
<S>                                    <C>            <C>            <C>              <C>             <C>             <C>
Cost per Gross Add (CPGA):
Sales and marketing expense            $11,362        $4,312         $15,674          $18,199          $9,393          $27,592
Plus: Activation expense               $   668          $372          $1,040             $565            $312             $877
Plus: Cost of equipment                $ 3,687*       $1,849*         $5,304           $6,835          $3,847          $10,681
Less: Equipment revenue                $(2,923)*       $(814)*       $(3,505)         $(3,640)        $(1,748)         $(5,388)
     Total acquisition costs           $12,794        $5,719         $18,513          $21,959         $11,804          $33,762
Gross Additions                         43,003        14,105          57,108           68,404          32,145          100,549
     CPGA                              $   298          $405            $324             $321            $367             $336
</TABLE>

Notes:   *Amounts  are  reflected  prior  to  the  elimination  of  intercompany
transactions


<PAGE>

                       AirGate PCS Inc., and Subsidiaries
             Reconciliation of AirGate Stand-Alone and iPCS Non-GAAP
     Financial Measures for the Six Months Ended March 31, 2003 (Unaudited)
           (dollars in thousands, except share and per share amounts)

The  reconciliation  of  EBITDA  to net cash  provided  by (used  in)  operating
activities, as determined in accordance with GAAP, is as follows:

<TABLE>
<CAPTION>

                                                                   Six Months Ended March 31,
                                                                   --------------------------
                                                        2003                                        2002
                                       ---------------------------------------    ------------------------------------------
                                         AirGate          iPCS       Combined          AirGate           iPCS       Combined
                                         -------          ----       --------          -------           ----       --------
<S>                                    <C>           <C>           <C>                 <C>              <C>           <C>
Net cash provided by (used in)
operating activities                   $ 15,627     $ (9,086)     $  6,541          $ (18,121)      $(19,754)     $  (37,875)
     Change in operating assets and    $    469     $    541      $  1,010          $  13,839       $  9,856      $   23,695
       liabilites
     Interest expense                  $ 20,005     $ 15,094      $ 35,099          $  16,979       $  7,952      $   24,931
     Accretion of interest             $(15,618)    $(11,589)     $(27,207)         $ (13,788)      $ (8,688)     $  (22,476)
     Goodwill impairment               $     --     $     --      $     --          $(261,212)      $     --      $ (261,212)
     Interest and other income         $    (65)    $     (2)     $    (67)         $    (132)      $    (84)     $     (216)
     Provision for doubtful accounts   $ (2,155)    $ (1,693)     $ (3,848)         $ (11,659)      $ (3,044)     $  (14,703)
     Other expense                     $   (437)    $   (520)     $   (957)         $  (1,067)      $   (196)     $   (1,263)
EBITDA                                 $ 17,826     $ (7,255)     $ 10,571          $(275,161)      $(13,958)     $ (289,119)
</TABLE>


The  reconciliation  of  EBITDA  to our  reported  net loss,  as  determined  in
accordance with GAAP, is as follows:

<TABLE>
<CAPTION>
                                                                   Six Months Ended March 31,
                                                                   --------------------------
                                                        2003                                          2002
                                       ---------------------------------------     --------------------------------------------
                                         AirGate          iPCS       Combined           AirGate           iPCS         Combined
                                         -------          ----       --------           -------           ----         --------
<S>                                    <C>           <C>            <C>           <C>             <C>            <C>
Net Loss                               $ (31,712)    $ (36,984)     $(68,696)     $(298,882)      $(32,672)      $(331,554)
     Depreciation and amortization     $  29,558     $  14,677      $ 44,235      $  35,636       $ 10,845       $  46,481
     Interest income                   $     (25)    $     (42)     $    (67)     $    (133)      $    (83)      $    (216)
     Interest expense                  $  20,005     $  15,094      $ 35,099      $  16,979       $  7,952       $  24,931
     Income tax benefit                $     --      $      --      $     --      $ (28,761)      $     --       $ (28,761)
     EBITDA                            $  17,826     $  (7,255)     $ 10,571      $(275,161)      $(13,958)      $(289,119)
</TABLE>


The reconciliation of ARPU to service revenue,  as determined in accordance with
GAAP, is as follows:

<TABLE>
<CAPTION>

                                                                      Six Months Ended March 31,
                                                                      --------------------------
                                                         2003                                            2002
                                       ------------------------------------------     -------------------------------------------
                                          AirGate           iPCS      Combined          AirGate          iPCS          Combined
                                          -------           ----      --------          -------          ----          --------
<S>                                      <C>             <C>           <C>              <C>             <C>             <C>
Average Revenue per User (ARPU):
Service revenue                        $120,097        $57,896        $177,993         $105,665         $37,538         $143,203
Average subscribers                     350,102        222,793         528,826          284,965         165,045          394,693
  ARPU                                   $57.17         $53.40          $56.10           $61.80          $56.39           $60.47
</TABLE>

Notes: For 2003, iPCS average subscribers  represents the period between October
1, 2002 and February 23, 2003. For 2003, average subscribers for combined entity
is a weighted average. For 2002, iPCS average subscribers  represents the period
between December 1, 2001 and March 31, 2002. For 2002,  average  subscribers for
combined entity is a weighted average.


<PAGE>



The  reconciliation  of CCPU  to  cost  of  service  expense  as  determined  in
accordance with GAAP, is calculated as follows:

<TABLE>
<CAPTION>

                                                                      Six Months Ended March 31,
                                                                      --------------------------
                                                         2003                                            2002
                                       ------------------------------------------     --------------------------------------------
                                          AirGate           iPCS      Combined          AirGate          iPCS           Combined
                                          -------           ----      --------          -------          ----           --------
<S>                                    <C>            <C>            <C>              <C>             <C>             <C>
Cash Cost per User (CCPU):
Cost of service expense                $92,168        $56,191       $148,359         $92,906         $41,391         $134,297
Less: Activation expense                 $(414)         $(194)         $(608)          $(923)          $(380)         $(1,303)
Plus: General and administrative        $9,806         $6,881        $16,687          $7,612          $4,457          $12,069
expense
     Total cash costs                 $101,560        $62,878       $164,438         $99,595         $45,468         $145,063
Average subscribers                    350,102        222,793        528,826         284,965         165,045          394,693
     CCPU                                  $48            $58            $52             $58             $68              $61
</TABLE>

Notes: For 2003, iPCS average subscribers  represents the period between October
1, 2002 and February 23, 2003. For 2003, average subscribers for combined entity
is a weighted average. For 2002, iPCS average subscribers  represents the period
between December 1, 2002 and March 31, 2002. For 2002,  average  subscribers for
combined  entity is a weighted  average.  *Amounts  are  reflected  prior to the
elimination of intercompany transactions.


The  reconciliation  of CPGA to selling and  marketing  expense as determined in
accordance with GAAP, is calculated as follows:

<TABLE>
<CAPTION>

                                                                      Six Months Ended March 31,
                                                                      --------------------------
                                                         2003                                            2002
                                       ------------------------------------------     --------------------------------------------
                                          AirGate           iPCS      Combined          AirGate          iPCS           Combined
                                          -------           ----      --------          -------          ----           --------
<S>                                    <C>            <C>            <C>              <C>             <C>             <C>
Cost per Gross Add (CPGA):
Sales and marketing expense            $ 28,159        $16,417        $44,576          $43,288         $14,149         $57,437
Plus: Activation expense               $    414           $194           $608             $923            $380          $1,303
Plus: Cost of equipment                $ 10,533*        $7,130*       $17,663          $13,840          $6,424         $20,264
Less: Equipment revenue                $ (5,943)*      $(2,575)*      $(8,518)         $(7,453)        $(2,480)        $(9,933)
     Total acquisition costs           $ 33,163        $21,166        $54,329          $50,598         $18,473         $69,071
Gross Additions                          98,624         59,403        158,027          151,416          49,826         201,242
     CPGA                              $    336           $356           $344             $334            $371            $343
</TABLE>



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