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Exhibit 3.1
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                AIRGATE PCS, INC.

     The present name of the  corporation  is AirGate PCS, Inc. The  corporation
was incorporated  under the name "AirGate  Wireless,  Inc." by the filing of its
original  Certificate of Incorporation  with the Secretary of State of the State
of Delaware on October 14, 1998. This Restated  Certificate of  Incorporation of
the  corporation  only  restates and  integrates  and does not further amend the
provisions   of  the   corporation's   Amended  and  Restated   Certificate   of
Incorporation  as  theretofore   amended  or  supplemented,   and  there  is  no
discrepancy  between  those  provisions  and  the  provisions  of  the  Restated
Certificate of  Incorporation.  This Restated  Certificate of Incorporation  was
duly adopted in  accordance  with the  provisions  of Section 245 of the General
Corporation Law of the State of Delaware.  The Amended and Restated  Certificate
of  Incorporation  of the corporation is hereby restated to read in its entirety
as follows:

                                    ARTICLE I

     The name of the Corporation is:

     AirGate PCS, Inc. (formerly AirGate Wireless, Inc.).

                                   ARTICLE II

     The address of the Corporation's registered office in the State of Delaware
is The Corporation  Trust Center,  1209 Orange Street in the City of Wilmington,
County of New Castle.  The name of the  registered  agent at that address is The
Corporation Trust Company.

                                   ARTICLE III

     The purpose of the  Corporation  is to engage in any lawful act or activity
for which a corporation  may be organized  under the General  Corporation Law of
the State of Delaware.


                                   ARTICLE IV

A.   The total  number of shares of all classes of stock  which the  Corporation
     shall  have   authority  to  issue  is   one-hundred   fifty-five   million
     (155,000,000) of stock consisting of:

     1.   One-hundred  fifty million  (150,000,000)  shares of Common Stock, par
          value one cent ($.01) per share.

     2.   Five million (5,000,000) shares of Preferred Stock, par value one cent
          ($.01) per share.

B.   The Board of Directors is authorized, subject to any limitations prescribed
     by law to provide  for the  issuance  of the shares of  Preferred  Stock in
     series,  and by filing a certificate  pursuant to the applicable law of the
     State of Delaware  (such  certificate  being  hereinafter  referred to as a
     "preferred Stock  Designation"),  to establish from time to time the number
     of shares to be included in each such series,  and to fix the  designation,
     powers,  preferences,  and rights of the shares of each such series and any
     qualifications,   limitations  or  restrictions   thereof.  The  number  of
     authorized shares of Preferred Stock may be increased or decreased (but not
     below the number of shares  thereof then  outstanding)  by the  affirmative
     vote of the  holders of the  Preferred  Stock,  or of any  series  thereof,
     unless a vote of any such holders is required  pursuant to the terms of any
     Preferred Stock Designation.

                                    ARTICLE V

     The Following  provisions  are inserted for the  management of the business
and the conduct of the affairs of the Corporation,  and for further  definition,
limitation and regulation of the powers of the  Corporation and of its Directors
and stockholders:

A.   The  business and affairs of the  Corporation  shall be managed by or under
     the  direction  of the Board of  Directors.  In  addition to the powers and
     authority  expressly  conferred upon them by statute or by this Amended and
     Restated  Certificate of  Incorporation  or the By-Laws of the Corporation,
     the Directors  hereby empowered to exercise all such powers and do all such
     acts and things as may be exercised or done by the Corporation.

B.   The  Directors  of the  Corporation  need not be elected by written  ballot
     unless the By-Laws so provide.

C.   So long as there is more than one shareholder of the Corporation, no action
     required to be taken or which may be taken at any annual or special meeting
     of stockholders of the Corporation may be taken without a meeting,  and the
     power of the stockholders to consent in writing,  without a meeting, to the
     taking of any action is specifically denied.

D.   Special  meetings of  stockholders of the Corporation may be called only by
     the Board of Directors  pursuant to a  resolution  adopted by a majority of
     the Whole Board or as otherwise  provided in the  By-Laws.  The term "Whole
     Board" shall mean the total number of authorized  directorships (whether or
     not there exist any vacancies in previously authorized directorships at the
     time any such resolution is presented to the Board for adoption).

E.   The  holders  of the  Common  Stock  shall  have no  preemptive  rights  to
     subscribe for any shares of any class of stock of the  Corporation  whether
     now or hereafter authorized.

F.   The  Corporation  and the holders of its Common Stock shall be bound to (i)
     any and all provisions of Section 11 of the Sprint PCS Management Agreement
     dated July 22, 1998 (the "Agreement") between AirGate Wireless, LLC, Sprint
     Spectrum L.P.,  Sprint  Communications  Company,  L.P. and SprintCom,  Inc.
     assigned to the Corporation in November of 1998, which provide for the sale
     of the  operating  assets  of  the  Corporation  to  SprintCom,  Inc.  upon
     non-renewal (as defined under the Agreement) and/or an event of termination
     (as set forth under Section 11 of the Agreement), said Agreement (including
     Section  11)  having  been  duly  approved  and  ratified  by the  Board of
     Directors of the  Corporation  and ratified by the sole  stockholder of the
     Corporation;  and (ii) the sale of the Operating  Assets of the Corporation
     pursuant to the consent and agreement to be entered into by Sprint Spectrum
     L.P.,  Sprint  Communications  Company,  L.P.,  SprintCom,  Inc.,  and  the
     Corporation's Senior Lenders, said sale of the Operating Assets having been
     duly approved and ratified by the Board of Directors of the Corporation and
     ratified by the sole stockholder of the Corporation. The purchase price for
     such Operating Assets will be based on a formula set forth in Section 11 of
     the  Agreement  as  modified  by  the  consent  and   agreement   with  the
     Corporation's Senior Lenders.

                                   ARTICLE VI

A.   The number of Directors shall be fixed from time to time exclusively by the
     Board of Directors  pursuant to a  resolution  adopted by a majority of the
     Whole Board.  The Directors shall be divided into three classes,  as nearly
     equal in numbers as the then total  number of  directors  constituting  the
     entire  Board  permits with the term of office of one class  expiring  each
     year. At the annual meeting of  stockholders in 1999 directors of the first
     class  shall be elected to hold  officer  for a term  expiring  at the next
     succeeding annual meeting, director of the second class shall be elected to
     hold office for a term expiring at the second  succeeding  annual  meeting,
     and directors of the third class shall be elected to hold office for a term
     expiring  at the  third  succeeding  annual  meeting.  Notwithstanding  the
     foregoing, and except as otherwise required by law, whenever the holders of
     any one or more  series of  Preferred  Stock  shall have the right,  voting
     separately as a class,  to elect one or more directors of the  Corporation,
     the terms of the director or directors elected by such holders shall expire
     at the next  succeeding  annual  meeting of  stockholders.  At each  annual
     meeting of stockholders following such initial classification and election,
     Directors  elected to succeed those  Directors  whose terms expire shall be
     elected  for a term of office to  expire  at the  third  succeeding  annual
     meeting of  stockholders  after their  election  with each Director to hold
     office  until  his or her  successor  shall  have  been  duly  elected  and
     qualified.

B.   Subject  to  the  rights  of  holders  of any  series  of  Preferred  Stock
     outstanding, the newly created directorships resulting from any increase in
     the  authorized  number  of  Directors  or any  vacancies  in the  Board of
     Directors resulting from death, resignation, retirement,  disqualification,
     removal from office or other cause may be filled only by a majority vote of
     the Directors then in office,  though less than a quorum,  and Directors so
     chosen  shall hold  office  for a term  expiring  at the annual  meeting of
     stockholders  at which the term of  office of the class to which  they have
     been chosen  expires.  No decrease in the number of Directors  constituting
     the Board of Directors shall shorten the term of any incumbent Director.

C.   Advance notice of stockholder nominations for the election of Directors and
     of  business  to be  brought  by  stockholders  before  any  meeting of the
     stockholders  of the  Corporation  shall be given in the manner provided in
     the Bylaws of the Corporation.


D.   Notwithstanding   any  other   provisions  of  this  Amended  and  Restated
     Certificate  of  Incorporation  or  the  Bylaws  of  the  Corporation,  any
     Director,  or the entire Board of Directors,  may be removed from office at
     any  time,  but only for  cause  and  only by the  affirmative  vote of the
     holders  of at  least  80  percent  of  the  voting  power  of  all  of the
     then-outstanding  shares of capital  stock of the  Corporation  entitled to
     vote  generally in the election of Directors,  voting  together as a single
     class.  Notwithstanding the foregoing,  and except as otherwise required by
     law,  whenever  the  holders of any one or more series of  Preferred  Stock
     shall have the right,  voting  separately as a class,  to elect one or more
     directors of the  Corporation,  the provisions of section D of this Article
     shall not apply with respect to the  Director or Directors  elected by such
     holders of Preferred Stock.

                                   ARTICLE VII

     The Board of  Directors is  expressly  empowered to adopt,  amend or repeal
Bylaws of the  Corporation.  Any adoption,  amendment or repeal of the Bylaws of
the  Corporation  by the Board of  Directors  shall  require  the  approval of a
majority of the Whole Board.  The term "Whole Board" shall mean the total number
of  authorized  directorships  (whether  or not  there  exist any  vacancies  in
previously authorized  directorships at the time such resolution is presented to
the Board of Directors for adoption).  The stockholders shall also have power to
adopt, amend or repeal the Bylaws of the Corporation provided, however, that, in
addition  to any vote of the  holders  of any  class or  series of stock of this
Corporation  required  by law  or by  this  Certificate  of  Incorporation,  the
affirmative  vote of the  holders of at least 80 percent of the voting  power of
all of the  then-outstanding  shares  of the  capital  stock of the  Corporation
entitled to vote  generally in the election of Directors,  voting  together as a
single class,  shall be required to adopt, amend or repeal any provisions of the
Bylaws of the Corporation.

                                  ARTICLE VIII

A.   In addition to any affirmative  vote required by law or this Certificate of
     Incorporation,  and except as otherwise  expressly provided in this Article
     VIII:

     1.   any merger or  consolidation  of the Corporation or any Subsidiary (as
          hereinafter   defined)  with:  (i)  any  Interested   Stockholder  (as
          hereinafter  defined);  or (ii) any other corporation  (whether or not
          itself an  Interested  Stockholder)  which is, or after such merger or
          consolidation  would be, an Affiliate (as  hereinafter  defined) of an
          Interested Stockholder; or

     2.   any  sale,  lease,  exchange,  mortgage,  pledge,  transfer  or  other
          disposition  (in one  transaction or a series of  transactions)  to or
          with any  Interested  Stockholder,  or any Affiliate of any Interested
          Stockholder, of any assets of the Corporation or any Subsidiary having
          an aggregate Fair Market Value (as  hereinafter  defined)  equaling or
          exceeding 25% or more of the combined  assets of the  Corporation  and
          its Subsidiaries; or

     3.   the issuance or transfer by the  Corporation or any Subsidiary (in one
          transaction  or a series of  transactions)  of any  securities  of the
          Corporation  or any  Subsidiary to any  Interested  Stockholder or any
          Affiliate  of  any  Interested   Stockholder  in  exchange  for  cash,
          securities  or other  property (or a  combination  thereof)  having an
          aggregate  Fair  Market  Value (as  hereinafter  defined)  equaling or
          exceeding  25% of the combined  Fair Market  Value of the  outstanding
          common stock of the Corporation and its  Subsidiaries,  except for any
          issuance or  transfer  pursuant  to an  employee  benefit  plan of the
          Corporation or any Subsidiary thereof; or

     4.   of any plan or proposal  for the  liquidation  or  dissolution  of the
          Corporation  proposed by or on behalf of an Interested  Stockholder or
          any Affiliate of any Interested Stockholder; or

     5.   any  reclassification  of  securities  (including  any  reverse  stock
          split),  or  recapitalization  of the  Corporation,  or any  merger or
          consolidation  of the Corporation  with any of its Subsidiaries or any
          other transaction  (whether or not with or into or otherwise involving
          an  Interested   Stockholder)  which  has  the  effect,   directly  or
          indirectly,  of increasing the proportionate  share of the outstanding
          shares  of any  class  of  equity  or  convertible  securities  of the
          Corporation or any Subsidiary which is directly or indirectly owned by
          any  Interested   Stockholder  or  any  Affiliate  of  any  Interested
          Stockholder;

     6.   shall require the  affirmative  vote of the holders of at least 80% of
          the  voting  power  of the  then-outstanding  shares  of  stock of the
          Corporation entitled to vote in the election of Directors (the "Voting
          Stock") (after giving effect to the provisions of Article IV),  voting
          together as a single class.  Such  affirmative  vote shall be required
          notwithstanding  the  fact  that no vote  may be  required,  or that a
          lesser percentage may be specified,  by law or by any other provisions
          of  this   Certificate  of   Incorporation   or  any  Preferred  Stock
          Designation or in any agreement with any national  securities exchange
          or otherwise.

          The term  "Business  Combination"  as used in this  Article VIII shall
          mean  any  transaction  which  is  referred  to in any  one or more of
          paragraphs 1 through 5 of Section A of this Article VIII.


B.   The provisions of Section A of this Article VIII shall not be applicable to
     any particular Business  Combination,  and such Business  Combination shall
     require only the affirmative vote of the majority of the outstanding shares
     of capital stock  entitled to vote after giving effect to the provisions of
     Article  IV,  or such  vote  (if  any),  as is  required  by law or by this
     Certificate of Incorporation,  if, in the case of any Business  Combination
     that does not involve any cash or other consideration being received by the
     stockholders of the Corporation solely in their capacity as stockholders of
     the Corporation,  the condition  specified in the following  paragraph 1 is
     met  or,  in  the  case  of  any  other  Business  Combination,  all of the
     conditions specified in either of the following paragraphs 1 or 2 are met:


     1.   The Business Combination shall have been approved by a majority of the
          Disinterested Directors (as hereinafter defined).


     2.   All of the following conditions shall have been met:

          a.   The aggregate  amount of the cash and the Fair Market Value as of
               the  date of the  consummation  of the  Business  Combination  of
               consideration  other  than cash to be  received  per share by the
               holders of Common  Stock in such  Business  Combination  shall at
               least be equal to the higher of the following:

               (1)  (if  applicable) the Highest Per Share Price (as hereinafter
                    defined),  including  any  brokerage  commissions,  transfer
                    taxes and soliciting  dealers' fees,  paid by the Interested
                    Stockholder  or any of its  Affiliates  for  any  shares  of
                    Common Stock acquired by it: (i) within the two-year  period
                    immediately  prior to the first public  announcement  of the
                    proposal  of the  Business  Combination  (the  "Announcement
                    Date");  or (ii) in the  transaction  in which it  became an
                    Interested Stockholder, whichever is higher; or

               (2)  the Fair  Market  Value  per  share of  Common  Stock on the
                    Announcement  Date or on the  date on which  the  Interested
                    Stockholder  became an Interested  Stockholder  (such latter
                    date  is   referred   to  in  this   Article   VIII  as  the
                    "Determination Date"), whichever is higher.

          b.   The aggregate  amount of the cash and the Fair Market Value as of
               the  date of the  consummation  of the  Business  Combination  of
               consideration other than cash to be received per share by holders
               of shares of any class of  outstanding  Voting  Stock  other than
               Common  Stock  shall be at  least  equal  to the  highest  of the
               following  (it  being  intended  that  the  requirements  of this
               subparagraph  (b) shall be  required  to be met with  respect  to
               every such class of outstanding Voting Stock,  whether or not the
               Interested  Stockholder  has previously  acquired any shares of a
               particular class of Voting Stock):

               (1)  (if  applicable) the Highest Per Share Price (as hereinafter
                    defined),  including  any  brokerage  commissions,  transfer
                    taxes and soliciting  dealers' fees,  paid by the Interested
                    Stockholder  for any  shares of such  class of Voting  Stock
                    acquired by it: (i) within the two-year  period  immediately
                    prior to the  Announcement  Date; or (ii) in the transaction
                    in which it became an Interested  Stockholder,  whichever is
                    higher; or

               (2)  (if applicable) the highest preferential amount per share to
                    which the  holders of shares of such  class of Voting  Stock
                    are entitled in the event of any  voluntary  or  involuntary
                    liquidation,  dissolution or winding up of the  Corporation;
                    or

               (3)  the Fair  Market  Value  per  share of such  class of Voting
                    Stock on the Announcement Date or on the Determination Date,
                    whichever is higher.

          c.   The consideration to be received by holders of a particular class
               of outstanding  Voting Stock (including Common Stock) shall be in
               cash  or in the  same  form  as the  Interested  Stockholder  has
               previously  paid for shares of such class of Voting Stock. If the
               Interested Stockholder has paid for shares of any class of Voting
               Stock  with  varying   forms  of   consideration,   the  form  of
               consideration  to be  received  per share by holders of shares of
               such class of Voting  Stock shall be either cash or the form used
               to acquire the  largest  number of shares of such class of Voting
               Stock  previously  acquired by the  Interested  Stockholder.  The
               price  determined in  accordance  with  subparagraph  B.2 of this
               Article VIII shall be subject to  appropriate  adjustment  in the
               event of any stock dividend,  stock split,  combination of shares
               or similar event.

          d.   After  such  Interested  Stockholder  has  become  an  Interested
               Stockholder  and  prior  to the  consummation  of  such  Business
               Combination:  (1)  except  as  approved  by  a  majority  of  the
               Disinterested  Directors (as  hereinafter  defined),  there shall
               have been no  failure  to  declare  and pay at the  regular  date
               therefor any full quarterly dividends (whether or not cumulative)
               on any outstanding  stock having preference over the Common Stock
               as to dividends or liquidation; (2) there shall have been: (i) no
               reduction  in the  annual  rate of  dividends  paid on the Common
               Stock  (except as  necessary  to reflect any  subdivision  of the
               Common   Stock),   except  as  approved  by  a  majority  of  the
               Disinterested Directors; and (ii) an increase in such annual rate
               of  dividends  as  necessary  to  reflect  any   reclassification
               (including   any   reverse   stock   split),    recapitalization,
               reorganization or any similar transaction which has the effect of
               reducing the number of  outstanding  shares of the Common  Stock,
               unless the failure to so increase such annual rate is approved by
               a majority of the  Disinterested  Directors,  and(3) neither such
               Interested Stockholder or any of its Affiliates shall have become
               the  beneficial  owner of any  additional  shares of Voting Stock
               except  as  part  of  the  transaction   which  results  in  such
               Interested Stockholder becoming an Interested Stockholder.

          e.   After  such  Interested  Stockholder  has  become  an  Interested
               Stockholder,  such Interested Stockholder shall not have received
               the benefit,  directly or indirectly (except proportionately as a
               stockholder),  of any  loans,  advances,  guarantees,  pledges or
               other  financial  assistance  or any tax  credits  or  other  tax
               advantages provided,  directly or indirectly, by the Corporation,
               whether in  anticipation  of or in connection  with such Business
               Combination or otherwise.

          f.   A proxy or information statement describing the proposed Business
               Combination and complying with the requirements of the Securities
               Exchange Act of 1934, as amended,  and the rules and  regulations
               thereunder (or any subsequent  provisions replacing such Act, and
               the  rules  or  regulations   thereunder)   shall  be  mailed  to
               stockholders  of the  Corporation  at least 30 days  prior to the
               consummation  of such Business  Combination  (whether or not such
               proxy or information  statement is required to be mailed pursuant
               to such Act or subsequent provisions).

C.   For the purposes of this Article VIII:

     1.   A "Person"  shall  include an  individual,  a firm,  a group acting in
          concert,  a  corporation,  a  partnership,  an  association,  a  joint
          venture,  a pool, a joint stock company,  a trust,  an  unincorporated
          organization or similar company, a syndicate or any other group formed
          for the purpose of  acquiring,  holding or disposing of  securities or
          any other entity.

     2.   "Interested  Stockholder"  shall  mean  any  person  (other  than  the
          Corporation  or any  Holding  Company or  Subsidiary  thereof)  who or
          which:

          a.   is the beneficial owner, directly or indirectly, of more than 10%
               of the voting power of the outstanding Voting Stock; or

          b.   is an  Affiliate  of the  Corporation  and at any time within the
               two-year period immediately prior to the date in question was the
               beneficial owner,  directly or indirectly,  of 10% or more of the
               voting power of the then outstanding Voting Stock; or

          c.   is an assignee  of or has  otherwise  succeeded  to any shares of
               Voting  Stock which were at any time within the  two-year  period
               immediately prior to the date in question  beneficially  owned by
               any  Interested  Stockholder,  if such  assignment  or succession
               shall have occurred in the course of a  transaction  or series of
               transactions  not involving a public  offering within the meaning
               of the Securities Act of 1933, as amended.

     3.   For purposes of this Article  VIII,  "beneficial  ownership"  shall be
          determined in the manner provided in Section C of Article IV hereof.

     4.   "Affiliate"  and  "Associate"  shall  have  the  respective   meanings
          ascribed  to such  terms  in  Rule  12b-2  of the  General  Rules  and
          Regulations under the Securities Exchange Act of 1934, as in effect on
          the date of filing of this Certificate of Incorporation.

     5.   "Subsidiary" means any corporation of which a majority of any class of
          equity security is owned, directly or indirectly,  by the Corporation;
          provided,  however,  that  for  the  purposes  of  the  definition  of
          Interested Stockholder set forth in Paragraph 2 of this Section C, the
          term "Subsidiary" shall mean only a corporation of which a majority of
          each class of equity security is owned, directly or indirectly, by the
          Corporation.

     6.   "Disinterested  Director"  means any member of the Board of  Directors
          who is unaffiliated  with the Interested  Stockholder and was a member
          of the  Board  of  Directors  prior to the  time  that the  Interested
          Stockholder became an Interested Stockholder,  and any Director who is
          thereafter chosen to fill any vacancy of the Board of Directors or who
          is  elected  and  who,  in  either  event,  is  unaffiliated  with the
          Interested  Stockholder  and in  connection  with  his or her  initial
          assumption of office is recommended  for  appointment or election by a
          majority of Disinterested Directors then on the Board of Directors.

     7.   "Fair Market Value" means:

          a.   in the case of stock,  the  highest  closing  sales  price of the
               stock during the 30-day period immediately  preceding the date in
               question of a share of such stock on the National  Association of
               Securities Dealers Automated  Quotation System or any system then
               in use,  or, if such stock is  admitted to trading on a principal
               United States securities exchange registered under the Securities
               Exchange Act of 1934, as amended,  Fair Market Value shall be the
               highest sale price  reported  during the 30-day period  preceding
               the date in question,  or, if no such  quotations  are available,
               the Fair Market  Value on the date in question of a share of such
               stock as determined  by the Board of Directors in good faith,  in
               each case  with  respect  to any  class of  stock,  appropriately
               adjusted for any dividend or distribution in shares of such stock
               or any stock split or  reclassification  of outstanding shares of
               such stock  into a greater  number of shares of such stock or any
               combination or  reclassification  of  outstanding  shares of such
               stock into a smaller number of shares of such stock; and

          b.   in the case of property other than cash or stock, the Fair Market
               Value of such  property on the date in question as  determined by
               the Board of Directors in good faith.

     8.   Reference to "Highest Per Share Price" shall in each case with respect
          to any  class of  stock  reflect  an  appropriate  adjustment  for any
          dividend or distribution in shares of such stock or any stock split or
          reclassification  of  outstanding  shares of such stock into a greater
          number of shares of such stock or any combination or  reclassification
          of outstanding shares of such stock into a smaller number of shares of
          such stock.

     9.   In the event of any  Business  Combination  in which  the  Corporation
          survives, the phrase "consideration other than cash to be received" as
          used in Subparagraphs  (a) and (b) of Paragraph 2 of Section B of this
          Article  VIII  shall  include  the shares of Common  Stock  and/or the
          shares of any other class of outstanding  Voting Stock retained by the
          holders of such shares.

D.   A majority of the Disinterested Directors of the Corporation shall have the
     power and duty to determine  for the purposes of this Article  VIII, on the
     basis of information known to them after reasonable inquiry:  (a) whether a
     person is an  Interested  Stockholder;  (b) the  number of shares of Voting
     Stock  beneficially  owned  by any  person;  (c)  whether  a  person  is an
     Affiliate or Associate of another; and (d) whether the assets which are the
     subject  of any  Business  Combination  have,  or the  consideration  to be
     received for the issuance or transfer of securities by the  Corporation  or
     any  Subsidiary in any Business  Combination  has an aggregate  Fair Market
     Value  equaling or exceeding  25% of the combined  Fair Market Value of the
     Common Stock of the  Corporation  and its  Subsidiaries.  A majority of the
     Disinterested  Directors  shall have the further  power to interpret all of
     the terms and provisions of this Article VIII.


E.   Nothing  contained  in this  Article VIII shall be construed to relieve any
     Interested Stockholder from any fiduciary obligation imposed by law.


F.   Notwithstanding  any other  provisions of this Certificate of Incorporation
     or any  provision of law which might  otherwise  permit a lesser vote or no
     vote,  but in  addition  to any  affirmative  vote  of the  holders  of any
     particular  class or series  of the  Voting  Stock  required  by law,  this
     Certificate  of  Incorporation  or any  Preferred  Stock  Designation,  the
     affirmative  vote of the holders of at least 80 percent of the voting power
     of all of the  then-outstanding  shares of the Voting Stock  (after  giving
     effect to the provisions of Article IV), voting together as a single class,
     shall be required to alter, amend or repeal this Article VIII.


                                   ARTICLE IX

     The Board of Directors of the  Corporation,  when  evaluating  any offer of
another person to (A) make a tender or exchange offer for any equity security of
the  Corporation,   (B)  merge  or  consolidate  the  Corporation  with  another
corporation or entity or (C) purchase or otherwise  acquire all or substantially
all of the properties and assets of the Corporation, may, in connection with the
exercise of its  judgment  in  determining  what is in the best  interest of the
Corporation  and  its  stockholders,  give  due  consideration  to all  relevant
factors,  including,  without  limitation,  those factors that  Directors of any
subsidiary of the  Corporation  may consider in  evaluating  any action that may
result in a change or potential change in the control of the subsidiary, and the
social and  economic  effect of  acceptance  of such offer on the  Corporation's
present and future  customers and employees and on the  communities in which the
Corporation operates or is located and the ability of the Corporation to fulfill
its corporate objective under applicable laws and regulations.

                                    ARTICLE X

A.   Each person who was or is made a party or is  threatened to be made a party
     to or is  otherwise  involved in any action,  suit or  proceeding,  whether
     civil,   criminal,   administrative   or   investigative   (hereinafter   a
     "proceeding"), by reason of the fact that he or she is or was a Director or
     an Officer of the  Corporation  or is or was  serving at the request of the
     Corporation  as  a  Director,   Officer,   employee  or  agent  of  another
     corporation or of a partnership,  joint venture, trust or other enterprise,
     including  service with respect to an employee benefit plan (hereinafter an
     "indemnitee"), whether the basis of such proceeding is alleged action in an
     official capacity as a Director, Officer, employee or agent or in any other
     capacity while serving as a Director,  Officer, employee or agent, shall be
     indemnified  and held  harmless by the  Corporation  to the fullest  extent
     authorized by the Delaware  General  Corporation Law, as the same exists or
     may hereafter be amended (but, in the case of any such  amendment,  only to
     the extent that such amendment  permits the  Corporation to provide broader
     indemnification  rights than such law permitted the  Corporation to provide
     prior  to  such  amendment),   against  all  expense,  liability  and  loss
     (including  attorneys'  fees,  judgments,  fines,  ERISA  excise  taxes  or
     penalties and amounts paid in settlement)  reasonably  incurred or suffered
     by such indemnitee in connection therewith; provided, however, that, except
     as  provided  in Section C hereof with  respect to  proceedings  to enforce
     rights  to  indemnification,  the  Corporation  shall  indemnify  any  such
     indemnitee in connection  with a proceeding (or part thereof)  initiated by
     such indemnitee only if such proceeding (or part thereof) was authorized by
     the Board of Directors of the Corporation.

B.   The right to indemnification conferred in Section A of this Article X shall
     include the right to be paid by the  Corporation  the expenses  incurred in
     defending  any  such  proceeding  in  advance  of  its  final   disposition
     (hereinafter an "advancement of expenses"); provided, however, that, if the
     Delaware  General  Corporation  Law requires,  an  advancement  of expenses
     incurred by an  indemnitee  in his or her capacity as a Director or Officer
     (and not in any other  capacity in which service was or is rendered by such
     indemnitee,  including, without limitation, services to an employee benefit
     plan) shall be made only upon delivery to the Corporation of an undertaking
     (hereinafter  an  "undertaking"),  by or on behalf of such  indemnitee,  to
     repay all amounts so advanced if it shall ultimately be determined by final
     judicial   decision  from  which  there  is  no  further  right  to  appeal
     (hereinafter a "final  adjudication")  that such indemnitee is not entitled
     to be indemnified  for such expenses  under this Section or otherwise.  The
     rights to  indemnification  and to the advancement of expenses conferred in
     Sections A and B of this Article X shall be contract rights and such rights
     shall  continue  as to an  indemnitee  who  has  ceased  to be a  Director,
     Officer,  employee  or  agent  and  shall  inure  to  the  benefit  of  the
     indemnitee's heirs, executors and administrators.

C.   If a claim  under  Section A or B of this  Article X is not paid in full by
     the  Corporation  within sixty days after a written claim has been received
     by the  Corporation,  except in the case of a claim for an  advancement  of
     expenses,  in which case the  applicable  period shall be twenty days,  the
     indemnitee may at any time thereafter bring suit against the Corporation to
     recover the unpaid  amount of the claim.  If successful in whole or in part
     in any such suit,  or in a suit  brought by the  Corporation  to recover an
     advancement  of  expenses  pursuant  to the  terms of an  undertaking,  the
     indemnitee shall be entitled to be paid also the expenses of prosecuting or
     defending such suit. In (i) any suit brought by the indemnitee to enforce a
     right  to  indemnification  hereunder  (but  not in a suit  brought  by the
     indemnitee to enforce a right to an  advancement of expenses) it shall be a
     defense  that,  and  (ii) in any  suit by the  Corporation  to  recover  an
     advancement  of  expenses  pursuant  to the  terms  of an  undertaking  the
     Corporation  shall  be  entitled  to  recover  such  expenses  upon a final
     adjudication  that, the indemnitee has not met any applicable  standard for
     indemnification  set forth in the Delaware General Corporation Law. Neither
     the  failure  of  the  Corporation   (including  its  Board  of  Directors,
     independent   legal  counsel,   or  its   stockholders)   to  have  made  a
     determination  prior to the commencement of such suit that  indemnification
     of the indemnitee is proper in the circumstances because the indemnitee has
     met the  applicable  standard of conduct set forth in the Delaware  General
     Corporation Law, nor an actual determination by the Corporation  (including
     its Board of Directors,  independent  legal counsel,  or its  stockholders)
     that the indemnitee has not met such applicable standard of conduct,  shall
     create  a  presumption  that  the  indemnitee  has not  met the  applicable
     standard  of  conduct  or,  in the  case  of  such a  suit  brought  by the
     indemnitee,  be a  defense  to  such  suit.  In  any  suit  brought  by the
     indemnitee to enforce a right to  indemnification  or to an  advancement of
     expenses  hereunder,  or by the  Corporation  to recover an  advancement of
     expenses  pursuant  to the terms of an  undertaking,  the burden of proving
     that  the  indemnitee  is  not  entitled  to be  indemnified,  or  to  such
     advancement of expenses,  under this Article X or otherwise shall be on the
     Corporation.

D.   The rights to indemnification  and to the advancement of expenses conferred
     in this  Article X shall not be  exclusive  of any  other  right  which any
     person may have or hereafter  acquire under any statute,  the Corporation's
     Certificate of Incorporation,  Bylaws,  agreement,  vote of stockholders or
     Directors or otherwise.

E.   The Corporation may maintain  insurance,  at its expense, to protect itself
     and  any  Director,  Officer,  employee  or  agent  of the  Corporation  or
     subsidiary or Affiliate or another corporation, partnership, joint venture,
     trust or other enterprise  against any expense,  liability or loss, whether
     or not the  Corporation  would  have the  power to  indemnify  such  person
     against  such  expense,  liability  or  loss  under  the  Delaware  General
     Corporation Law.

F.   The  Corporation  may,  to the extent  authorized  from time to time by the
     Board of Directors,  grant rights to indemnification and to the advancement
     of expenses  to any  employee  or agent of the  Corporation  to the fullest
     extent  of  the   provisions   of  this  Article  X  with  respect  to  the
     indemnification  and  advancement  of expenses of Directors and Officers of
     the Corporation.

                                   ARTICLE XI

     A  Director  of this  Corporation  shall  not be  personally  liable to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a Director,  except for liability  (i) for any breach of the  Director's
duty of  loyalty  to the  Corporation  or its  stockholders,  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law,  (iii) under Section 174 of the Delaware  General  Corporation
Law, or (iv) for any  transaction  from which the  Director  derived an improper
personal  benefit.  If  the  Delaware  General  Corporation  Law is  amended  to
authorize   corporate  action  further  eliminating  or  limiting  the  personal
liability of  Directors,  then the  liability  of a Director of the  Corporation
shall be eliminated or limited to the fullest  extent  permitted by the Delaware
General Corporation Law, as so amended.

     Any repeal or modification of the foregoing  paragraph by the  stockholders
of the  Corporation  shall not  adversely  affect any right or  protection  of a
Director of the Corporation existing at the time of such repeal or modification.

                                   ARTICLE XII

     The provisions set forth in this Article and in Articles 5(C),  5(D), 5(E),
5(F),  6, 7, 8, 10 and 11 herein may not be repealed or amended in any  respect,
and no article  imposing  cumulative  voting in the election of directors may be
added,  unless such action is approved by the affirmative vote of the holders of
not less than eighty percent (80%) of the outstanding  shares of Common Stock of
this  Corporation,  subject to the  provisions of any series of Preferred  Stock
which  may at the time be  outstanding;  provided,  however,  that if there is a
related person (as defined in Article 8) such  amendment  shall also require the
affirmative vote of at least 50% of the outstanding  shares of Common Stock held
by stockholders other than the related person.


<PAGE>


     IN WITNESS WHEREOF,  the undersigned has executed this Restated Certificate
of Incorporation this 17th day of December, 2002.


                                       AirGate PCS, Inc.


                                       By:      ______________________________
                                       Name:    Barbara L. Blackford
                                       Title:   Vice President and Secretary