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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                   FORM 10-K/A
                                 Amendment No. 2

                  For Annual and Transition Reports Pursuant to
                Section 13 or 15(d) of the Securities Act of 1934

                                   (Mark One)

           |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                  For The Fiscal Year Ended September 30, 2003.

                                       OR

         |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934.

                         Commission File Number: 027455


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

                Delaware                          58-2422929
      (State other jurisdiction of             (I.R.S. Employer
     incorporation or organization)         Identification Number)

           Harris Tower, 233
     Peachtree St. NE, Suite 1700,
            Atlanta, Georgia                         30303
(Address of principal executive offices)          (Zip code)

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

 Securities registered pursuant to Section 12(b) of the Act: None.

    Securities registered pursuant to Section 12(g) of the Act:

               Common Stock, par value $.01 per share
                       (Title of Class)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by section 13 or 15(d) of the  Securities  and Exchange Act
of 1934  during the  preceding  12 months (or for such  shorter  period that the
registrant  was required to file such  reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |_|

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2). Yes |_| No |X|

     The aggregate  market value of the voting stock held by  non-affiliates  of
the  registrant  computed  by  reference  to the  closing  sale price on the OTC
Bulletin Board on March 31, 2003, the last business day of the registrant's most
recently  completed second fiscal quarter,  was approximately  $6,484,959.  (For
purposes of  determination  of the  foregoing  amount,  only our  directors  and
executive officers have been deemed affiliates).

     As of December 8, 2003, there were 25,961,191 shares of common stock, $0.01
par value per share, outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

Part II, Item 7 of Amendment No. 1 to the  Company's  Annual Report on Form 10-K
is    incorporated    into    Part    III   of    this    Amendment    No.    2.
================================================================================


<PAGE>




                                EXPLANATORY NOTE

This  Amendment No. 2 to the  Company's  Annual Report on Form 10-K (the "Annual
Report")  is solely  for the  purpose  of  supplementing  the  Annual  Report by
including  Part III  disclosure  instead of  incorporation  by  reference to the
definitive proxy statement for AirGate's annual shareholder  meeting,  to update
the signature page, to file Exhibit 24.1 and refile Exhibits 31.1 and 31.2. This
Amendment  No. 2 does not  reflect  events  occurring  after  the  filing of the
original Form 10-K, or modify or update the disclosures therein in any way other
than as described above.



<PAGE>


                                    PART III

ITEM 10.     Directors and Executive Officers of the Registrant.

Our Executive Officers and Directors

     The  following  table  presents  information  with respect to our executive
officers and directors:

Name                  Age   Position
--------------------  ---   ----------
Thomas M. Dougherty    59   President and Chief Executive Officer and Director
Robert A. Ferchat      69   Chairman
Stephen R. Stetz       61   Director
Barbara L. Blackford   47   Vice President, General Counsel and Secretary
Charles S. Goldfarb    39   Vice President of Sales-- Southeast Region
Dennis D. Lee          53   Vice President, Human Resources
Jonathan M. Pfohl      37   Vice President, Finance
David C. Roberts       41   Vice President of Engineering and Network Operations
William H. Seippel     47   Vice President and Chief Financial Officer

Thomas M.  Dougherty has been our president  and chief  executive  officer and a
director since April 1999.  From March 1997 to April 1999,  Mr.  Dougherty was a
senior  executive  of Sprint PCS.  From June 1996 to March 1997,  Mr.  Dougherty
served  as  executive  vice  president  and  chief  operating  officer  of Chase
Telecommunications,  a personal  communications  services company. Mr. Dougherty
served as president and chief  operating  officer of Cook Inlet  BellSouth  PCS,
L.P., a start-up  wireless  communications  company,  from November 1995 to June
1996.  Prior to  October  1995,  Mr.  Dougherty  was vice  president  and  chief
operating officer of BellSouth Mobility DCS Corporation, a PCS company.

Robert A.  Ferchat has served as the  chairman of our board of  directors  since
June 2003 and as one of our directors  since October 1999. From November 1994 to
January  1999,  Mr.  Ferchat  served as the chairman of the board of  directors,
president and chief executive officer of BCE Mobile  Communications,  a wireless
telecommunications  company.  From January 1999 until May 1999,  Mr. Ferchat was
chairman  of BCE  Mobile  Communications.  Mr.  Ferchat  is also a  director  of
Brookfield Homes Corp., 01 Communique,  ATS Automation Tooling Systems, Inc. and
CellBucks Payments Networks Inc.

Stephen R. Stetz has been a director  since  February  2003.  Mr.  Stetz also is
President  and  Managing  Director  of  Matterhorn  Strategic  Partners,  LLC, a
strategic and financial  advisory firm co-founded by Mr. Stetz that  specializes
in mergers and  acquisitions,  and has held such position  since May 2002.  From
July 2000 to April 2002, Mr. Stetz  consulted on strategic and financial  issues
with a number of  companies.  From 1965  until June 2000,  Mr.  Stetz  served in
various positions at Monsanto Company.  From September 1999 until June 2000, Mr.
Stetz served as Vice President,  Strategic Initiatives. From November 1998 until
August 1999, Mr. Stetz served as Vice President and Chief  Financial  Officer of
Monsanto's  Agriculture  Company and from October 1996 until September 1998, Mr.
Stetz served as Vice President,  Mergers & Acquisitions/ Licensing.  During this
time, Monsanto announced more than fifty transactions with an aggregate value of
over $75 billion.  Prior to 1996,  Mr. Stetz held various  positions at Monsanto
Company in Corporate Finance and Budgeting, Treasury,  International,  Strategic
Planning,  Research  and  Development  and  Manufacturing.  He has a Bachelor of
Science in Chemical  Engineering from the University of Notre Dame and a Masters
in Business Administration from the University of West Florida.

Barbara L. Blackford has been our vice president,  general counsel and secretary
since September  2000.  From October 1997 to September  2000, Ms.  Blackford was
associate general counsel and assistant secretary with Monsanto Company, serving
in a variety of roles,  including  head of the corporate  securities and mergers
and  acquisitions  law groups and general counsel of Cereon  Genomics.  Prior to
joining Monsanto Company,  Ms. Blackford was a partner with the private law firm
Long  Aldridge  & Norman  LLP (now  known as  McKenna  Long &  Aldridge  LLP) in
Atlanta, Georgia. Ms. Blackford spent twelve years with the law firm Kutak Rock,
which is consistently ranked among the top ten public finance firms nationally.

Charles S.  Goldfarb  has been our vice  president of sales,  southeast  region,
since January 2000.  From September 1991 to January 2000, Mr. Goldfarb worked at
Paging  Network  Inc.,  most  recently  as its area vice  president  and general
manager for the Virginia, North Carolina and South Carolina region. Mr. Goldfarb
has over 10 years of wireless  experience  and has been  successful  in numerous
start-up markets.  Prior to his wireless experience,  Mr. Goldfarb worked at ITT
Financial  Services  as  its  assistant  vice  president  of  operations  in the
Washington, D.C. area.

Dennis D. Lee has been our vice  president of human  resources  since  September
2002. Prior to joining AirGate, from May 2000 to August 2002, Mr. Lee was senior
vice president of compensation and executive  benefits at SunTrust Banks,  Inc.,
where he was responsible for the design,  development and  administration of all
broad-based employee compensation and executive benefits programs. From May 1978
to May  2000,  Mr.  Lee  served  in a number  of  leadership  roles at  Wachovia
Corporation, including manager of direct compensation,  director of compensation
and  benefits,  human  resources  manager for the Corporate  Financial  Services
Division and senior  consultant in the Executive  Services  Group.  From 1973 to
1978 Mr. Lee held  various  positions  at John  Harland  Company in the Printing
Operations  Division  and the  Personnel  Department.  Mr.  Lee has 30  years of
diversified  human  resources  experience.  SunTrust  Banks,  Inc.  and Wachovia
Corporation are both parent  companies.  Mr. Lee holds a B.B.A.  (1973) from the
University of Georgia.

Jonathan M. Pfohl has been our vice president,  finance, since December 2002 and
was vice president  sales and operations from January 2001 to December 2002. Mr.
Pfohl joined us in June 1999 as our vice president,  financial operations. Prior
to  joining  AirGate,  Mr.  Pfohl was  responsible  for  oversight  of  regional
financial  and  planning  activities  at  Sprint  PCS.  He has  over 13 years of
wireless  telecommunications   industry  experience,   including  financial  and
strategic planning roles at Frontier Corporation.

David C.  Roberts  has  been  our vice  president  of  engineering  and  network
operations  since July 1998.  From July 1995 to July 1998, Mr. Roberts served as
director of  engineering  for AirLink II LLC, an  affiliate  of our  predecessor
company.

William H. Seippel joined the Company as its vice president and chief  financial
officer in October  2002.  From 2000 until  joining  the  Company,  Mr.  Seippel
provided merger and acquisition  and strategic  business and financial  planning
consulting  services to various boards of directors and senior executives.  From
1999 to 2000, Mr. Seippel served as chief financial  officer and chief operating
officer of Digital Commerce Corporation,  where he recruited and led a core team
of six  upper-level  management  executives in finance,  marketing and sales and
managed a staff of over 350 individuals in supporting roles.  Beginning in 1996,
Mr. Seippel was employed with Global Telesystems as executive vice president and
director of  strategic  planning  and  marketing,  moving on to become  Global's
executive vice  president and chief  financial  officer from 1997 to 1999.  From
1992 to 1996,  Mr.  Seippel  served  as vice  president  of  finance  and  chief
financial officer of Landmark  Graphics  Corporation.  Early in his career,  Mr.
Seippel held a number of senior  management  positions with Midcon  Corporation,
Digital   Equipment   Corporation   and  Covia   Partnerships-United   Airlines,
respectively.

Compliance With Section 16(a) Beneficial Ownership Reporting Requirements

Section 16(a) of the Securities  Exchange Act of 1934 requires our directors and
executive  officers  and persons  who own more than ten percent of a  registered
class of our equity  securities  to file with the SEC reports of  ownership  and
changes in  ownership of our common  stock.  Directors,  executive  officers and
greater than ten percent  shareowners are required by SEC regulations to furnish
us with a copy of all Section 16(a) forms they file.

Based  solely on a review  of the  copies of these  reports  furnished  to us or
written  representations  that no other reports were  required,  we believe that
during fiscal year 2003, all directors,  executive officers and greater than ten
percent beneficial owners complied with these requirements.

Code of Ethics

AirGate  has  adopted  a  written  Code of  Ethics  that  applies  to all of its
directors, officers, including its President and Chief Executive Officer (as the
chief  executive  officer)  and  its  Chief  Financial  Officer  (as  its  chief
accounting and financial officer), and employees. The Code of Ethics is entitled
Standards  of  Business   Conduct  and  is   available  on  AirGate's   website,
www.airgatepcsa.com, under the "Corporate Governance" caption. Any amendments or
waivers to the  Standards  of Business  Conduct  will be  disclosed on AirGate's
website promptly following the date of such amendment or waiver.  Information on
AirGate's website, however, does not form a part of this Form 10-K.

Audit Committee Financial Expert

Both members of AirGate's  Audit  Committee are  independent  directors who have
extensive  experience with accounting and financial  matters.  Both members have
served in senior financial roles in large  organizations,  including the role of
chief financial  officer.  Both of the members of our Audit Committee qualify as
financial experts as that term is defined by SEC regulations.



<PAGE>



ITEM 11.  Executive Compensation.

Compensation and Governance Committee Report

Compensation and Governance Committee Responsibilities

In  fiscal  year  2003,  the  Compensation  and  Governance   Committee's  basic
responsibilities with respect to executive compensation included: (1) review and
recommend an executive  compensation  strategy designed (i) to reward management
appropriately for their contributions to Company growth and profitably,  (ii) to
align the interest of the  executive  officers  with those of  shareowners,  and
(iii) to motivate  the  executive  officers to achieve  the  Company's  business
objectives; (2) review and administer executive compensation plans, programs and
arrangements  subject to any required  approval by shareowners;  and (3) review,
approve and monitor the  administration  of broad-based  equity  incentive plans
subject to any required approval by shareowners.

In particular,  the Compensation and Governance Committee reviewed our executive
compensation  philosophy;  reviewed  and  recommended  to the board of directors
corporate  performance  objectives  for the executive  bonus plan,  reviewed and
recommended  to the board of  directors  compensation  for the  chief  executive
officer and other senior  executives;  and administered  other  compensation and
benefit plans.

Compensation Philosophy

We  operate  in  the  extremely   competitive  and  rapidly  changing   wireless
telecommunications  industry. The Compensation and Governance Committee believes
that compensation programs for executive officers should be designed to attract,
motivate  and retain  talented  executives  responsible  for the  success of the
Company.  The  Compensation  and  Governance  Committee also believes that these
programs  should be determined  within a competitive  framework and based on the
achievement  of  predetermined  financial and other  performance  measures,  and
individual  contributions linked to strategic business  objectives.  Within this
overall philosophy, the Committee's objectives were to:

o    Offer a total compensation program that is market competitive,  taking into
     consideration the compensation practices of other companies.

o    Provide  annual  incentive  compensation  awards that take into account our
     overall   performance  against  corporate   objectives,   as  well  as  the
     achievement of individual performance objectives.

o    Align  the  financial   interests  of  executive  officers  with  those  of
     shareowners by providing meaningful equity-based, long-term incentives.

The   Committee  has   independently   engaged  the  services  of  an  executive
compensation  consulting  firm to  conduct  a  comprehensive  assessment  of the
current compensation  philosophy and the existing executive  compensation plans,
programs and arrangements.

Compensation Components and Process

Our  compensation  program for executives  consisted of three key elements:  (1)
base salary,  (2) performance  based annual  incentive awards and (3) long term,
equity-based incentive awards.

The  Compensation and Governance  Committee  determined these three key elements
for  executives  with  the  assistance  of  our  human  resources  staff  and an
independent consulting firm.

Base Salary. The base salary for each executive was derived through a comparison
of pay levels for comparable positions at other comparable companies. Our policy
is to  target  base  salaries  at the 50th  percentile  of  market  compensation
practices.  At the request of management,  no base salary increases were awarded
to executives during fiscal year 2003.

Annual  Incentive  Awards.  To  reinforce  the  attainment  of  our  goals,  the
Compensation and Governance Committee believes that a substantial portion of the
annual  compensation  of  each  executive  should  be in the  form  of  variable
incentive  pay  with  the  target  of  providing  such  incentives  at the  60th
percentile  of  market  compensation  practices.   For  fiscal  year  2003,  the
Compensation and Governance  Committee  determined that retention of executives,
EBITDA  growth,  cash  conservation  and the  debt  restructuring  were the most
important  and  critical  performance  objectives.   Therefore,   the  Committee
established enhanced target bonus award levels for executives and bifurcated the
enhanced  target bonus award levels into two  components of equal  weighting;  a
Retention Bonus Award  component,  designed to retain the services of executives
during a very  uncertain,  turbulent  and  unpredictable  business  cycle  and a
Performance Bonus Award component,  designed to focus the attention,  energy and
effort  of  executives  on  EBITDA  growth,  cash  conservation,  the  financial
restructuring   and  refinement  of  our  long-range   business  plan  following
completion of the  restructuring.  The Retention  Bonus Award  component,  which
represents 50% of the enhanced  target bonus award,  has been paid to executives
in quarterly  installments,  with the final  installment of 40% of the Retention
Bonus Award component paid in November, 2003 to executives who remained actively
employed October 1, 2003. With respect to the Performance Bonus Award component,
which represents 50% of the enhanced target bonus award, the Company achieved or
exceeded  the  established  performance  objectives  for EBITDA  growth and cash
conservation.  Accordingly,  the  Committee  approved  payment  of  50%  of  the
Performance  Bonus  Award  component.  Payment  of  the  remaining  50%  of  the
Performance  Bonus Award for the named  executive  officers  was deferred and is
contingent on completing  the  restructuring  in fiscal 2004.  The bonus amounts
disclosed for named executive officers in the Summary  Compensation Table do not
include that portion of the  Performance  Bonus Award that has been deferred and
for  which   payment  is   contingent   upon   successful   completion   of  the
debt-restructuring.

Long-Term,   Equity-Based   Incentive   Awards.   The  goal  of  our  long-term,
equity-based  incentive  awards are to align the  interests of  executives  with
shareowners and to provide each executive with a significant incentive to manage
the  company  from the  perspective  of an  owner  with an  equity  stake in the
business.

The  Compensation  and  Governance  Committee  made annual  awards of long-term,
equity-based  incentives  during the first fiscal quarter of 2003. The Committee
considered two factors in determining the size of these awards:  their desire to
benchmark the awards at the 75th percentile of market  competitive  compensation
practices, consistent with our stated philosophy, and their recognition that the
market value of a  substantial  majority of the  outstanding  shares  underlying
previous  stock  option  grants was  significantly  below the strike price which
significantly  diminished  their value as a strategic  element of our  executive
compensation program.  Accordingly, the Committee granted stock option awards to
executives at levels that were  approximately  twice the size of previous annual
grants.  The  number  of shares  granted  to each  named  executive  officer  is
disclosed in the Summary  Compensation  Table. Each grant allows an executive to
acquire  shares of our common  stock at a fixed  price per  share,  equal to the
closing price of our common stock on the date of grant,  over a specified period
of time not to exceed ten years.  These  grants  generally  vest  ratably over a
four-year period, 25% per year.

On September 4, 2003, certain executives, including all named executive officers
except Mr. Seippel, surrendered shares underlying stock option awards previously
granted to them that had an option  price  equal to or greater  than  $14.00 per
share. These executives  voluntarily and unconditionally  surrendered the shares
to reduce stock  option  "overhang"  and  mitigate  the  dilutive  effect of the
outstanding stock option shares. The total number of shares surrendered by these
executives was 751,756 shares.

Employment Agreements

We have employment  agreements with certain of our executives as described below
under "Employment and Severance  Agreements." We have examined,  and continue to
examine,  our employment  agreement practices in light of competitive  practices
and market conditions, including whether enhanced payments are appropriate if an
executive's   employment  is  terminated   (voluntarily  or  involuntarily)  for
specified reasons following a change of control or otherwise.

CEO Compensation

The annual base salary for Mr. Dougherty was established by the Compensation and
Governance Committee. Under Mr. Dougherty's employment agreement, he is entitled
to annual increases in his base salary of not less than $20,000.  At the request
of Mr.  Dougherty,  the Compensation and Governance  Committee did not award Mr.
Dougherty an increase in his base salary for fiscal year 2003.

On May 4, 2000, we entered into a retention bonus agreement with Mr.  Dougherty.
Unless Mr.  Dougherty  voluntarily  terminates  employment or is terminated  for
cause,  he is  entitled to  periodic  retention  bonus  payments  totaling  $3.6
million,  payable on specified  payment dates from April 15, 2000 to January 15,
2004,  which are generally  quarterly.  Under the terms of the  retention  bonus
agreement,  50% of unpaid  retention bonus payments would be accelerated  upon a
change of control of the company.

Payments  under the retention  bonus  agreement are not a part of, or considered
in, the variable annual incentive  program awards.  Mr.  Dougherty's 2003 fiscal
year  incentive  compensation  was  based on his  continued  employment  and the
performance of the Company. Mr. Dougherty's incentive  compensation was based on
the same retention objectives and established company performance goals used for
all executive  officers.  During fiscal year 2003, Mr. Dougherty also received a
stock  option  grant in the amount of 100,000  shares with an exercise  price of
$.82 per share.


Compliance with Internal Revenue Code Section 162(m)

Section 162(m) of the Internal  Revenue Code limits our ability to deduct annual
compensation in excess of $1 million paid to any of our top executive  officers.
This limitation  generally does not apply to  compensation  based on performance
goals if certain requirements are met. Generally,  cash compensation paid to our
executives does not equal or exceed $1 million.  However, amounts paid under Mr.
Dougherty's  retention  bonus  agreement  are  subject  to  the  Section  162(m)
limitation on deductibility.  Stock option grants under our long-term  incentive
plans  have  been  designed  so  that  any  compensation  deemed  to be  paid in
connection with the exercise of option grants will qualify as  performance-based
compensation which is not subject to the $1 million deduction limitation.  It is
the Committee's  intent to maximize the deductibility of executive  compensation
while retaining the discretion  necessary to compensate  executive officers in a
manner  commensurate  with performance and the competitive  market for executive
talent.

Submitted by the Compensation Committee
Stephen R. Stetz, Chair
Robert A. Ferchat

Directors' Compensation

In 2001,  our board  adopted the AirGate PCS, Inc.  2001  Non-Employee  Director
Compensation Plan (the "Director Plan").  Under the Director Plan,  non-employee
directors  receive an annual retainer for each plan year, which may be comprised
of cash,  restricted  stock or options to purchase shares of our common stock. A
director  may  elect  to  receive  50% or  more of such  amount  in the  form of
restricted stock or options to purchase shares of our common stock.

In addition,  under the Director Plan, each non-employee director that joins our
board of directors receives an initial grant of options to acquire shares of our
common stock. The options vest in three equal annual  installments  beginning on
the first day of the plan year  following  the year of grant.  Each  participant
also receives an annual grant of options to acquire our common stock, which vest
on the first day of the plan year  following the year of grant.  In lieu of this
annual  grant,  the  recipient may elect to receive three year's worth of annual
option  grants in a single  upfront grant of options to acquire our common stock
exercisable in three equal annual  installments  on the first day of each of the
three  succeeding  plan years.  All options have an exercise  price equal to the
fair market  value of our common stock on the date of grant.  We also  reimburse
each of our non-employee  directors for reasonable  travel expenses to board and
committee meetings and for approved continuing director education. We do not pay
retirement, charitable contributions or other benefits to our directors.

A  combination  of factors,  including the loss of three  independent  directors
during  fiscal year 2002,  led us to engage an outside  compensation  consulting
firm to review the  adequacy of the  compensation  to be paid under our Director
Plan.  Some of the factors  that led to this review are the same as those facing
every public company, including the increased demand on directors' time required
to satisfy  increasing  requirements  for process and oversight of management of
public companies, and the greater demand for independent directors and directors
with financial and accounting expertise. In addition to these general conditions
are factors  specific to our industry and company,  including the turmoil in the
telecommunications  industry in general and the  challenges  facing  partners or
affiliates of wireless carriers in particular.

The  consulting  firm  reviewed,   among  other  things,  director  compensation
practices  of  similarly  sized  companies  within and outside our  industry and
factors  specific  to us.  Based  on  this  review  and the  recommendations  of
management and the consulting  firm, we amended the Director Plan on January 22,
2003 to increase compensation for non-employee  directors.  As amended, for each
plan year  (beginning  on the day of an annual  meeting of our  shareowners  and
ending on the day before our next annual  meeting)  each  non-employee  director
that chairs one or more  committees  of our board of  directors  will receive an
annual  retainer  of  $15,000,  up  from  $12,000,  and all  other  non-employee
directors will receive $10,000.  The amendment also added meeting fees for board
and committee  meetings as follows:  (i) full-day (more than 4 hours)  meetings,
$3,000;  half-day meetings,  $1,500;  full-day telephonic  meetings,  $1,500 and
half-day  telephonic  meetings,  $750.  In addition,  as an  inducement  for and
recognition of board service during this  difficult  period in our  development,
current  directors  who  continue to serve will be paid an  additional  retainer
every six months of $12,500 until December 1, 2004. Finally,  the initial option
grant to non-employee  directors has been increased to 10,000 from 5,000 and the
annual option grant to 7,500 from 5,000.

In connection with the financial restructuring, we will add additional directors
to our board. As a result, our board is re-examining director compensation.


<PAGE>



Director Compensation for Last Fiscal Year

The following table shows the cash compensation paid by us to our non-employee
directors during the fiscal year ended September 30, 2003.

<TABLE>
<CAPTION>

                                                                                   Cash Compensation
                                                             ---------------------------------------------------------------
                                                                   Annual           Meeting     Consulting Fees/
Name                                                          Retainer Fees($)      Fees($)       Other Fees($)     Total

<S>                                                               <C>             <C>                <C>          <C>
Robert A. Ferchat...........................................      $  26,250       $  32,250          $ --         $ 58,500
Stephen R. Stetz.............................................     $  22,500       $  30,750          $ --         $ 53,250
</TABLE>

Summary Compensation Table

The following table shows the cash  compensation  paid by us, as well as certain
other compensation paid or accrued,  to the chief executive officer and our four
other highest paid executive  officers who were serving as such on September 30,
2003 and who received  compensation  in excess of $100,000.  We refer to each of
these persons as "Named  Executive  Officers"  and set forth their  compensation
information for the fiscal years ended September 30, 2003, 2002 and 2001.

<TABLE>
<CAPTION>


                                                                                        Restricted    Securities
                                                                       Other Annual        Stock      Underlying     All Other
                                                          Bonus        Compensation      Award(s)      Options/     Compensation
                              Year     Salary ($)         ($)(1)            ($)           ($)(2)       SARs(#)         ($)(3)
                              ----     ----------         ------       ------------    ------------   ----------    -------------

<S>                          <C>           <C>             <C>              <C>           <C>            <C>               <C>
Thomas M. Dougherty(4)       2003     $  340,000     $  1,048,000       $   --           $  --          100,000        $  8,527

    President and Chief      2002        314,038          785,800           --          70,040           75,000           8,484

    Executive Officer        2001        272,789        1,020,000           --              --           41,408           7,218

William H. Seippel           2003        232,164          162,800           --          18,600           70,000         252,180

    Chief Financial Officer  2002             --               --           --              --               --

                             2001             --               --           --              --               --

Barbara L. Blackford         2003        218,000          153,400           --              --           36,000             657

    Vice President, General  2002        212,808           28,100           --          28,016           27,000           8,329

    Counsel and Secretary    2001        201,126          148,500           --              --           46,056           7,110

David C. Roberts             2003        199,000          136,600           --              --           36,000          10,402

    Vice President,          2002        196,199           25,500           --          28,016           27,000           9,445

    Engineering and          2001        179,231          135,000           --              --           13,521           6,615

    Network Operations

Jonathan M. Pfohl            2003        188,000          120,600           --              --           36,000           8,808

    Vice President, Sales    2002        183,000           24,000           --          38,522           27,000           8,640

    Operations               2001        164,769          123,600           --              --           49,225           7,051
</TABLE>

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

(1)  For fiscal year 2003, the amounts  disclosed do not include that portion of
     each  named  executive  officer's  annual  bonus  award that was not earned
     during  the  fiscal  year.  This  bonus  award  is  payable  only  upon the
     successful  completion of the financial  restructuring  prior to the end of
     fiscal year 2004. Such amount for each of the named  executive  officers is
     as follows:  for Mr. Dougherty $115,000;  for Mr. Seippel $60,700;  for Ms.
     Blackford $61,900; for Mr. Roberts $53,400 and for Mr. Pfohl $42,300.

(2)  With respect to all named executive officers excluding Mr. Seippel, amounts
     included above represent the fair market value of the shares underlying the
     restricted  stock awards on the date they were  awarded,  January 10, 2002,
     based on the  closing  price of our common  stock on that  date,  which was
     $35.02.  50% of the shares underlying the restricted stock awards vested on
     November 1, 2002 and the  remaining 50% of the shares vested on November 1,
     2003.  Dividends will not be paid on the restricted  stock. As of September
     30, 2003, Mr. Dougherty held 2,000 shares of restricted stock worth $4,840,
     Ms. Blackford held 800 shares of restricted stock worth $1,936, Mr. Roberts
     held 800 shares of  restricted  stock worth $1,936 and Mr. Pfohl held 1,100
     shares of  restricted  stock worth  $2,662.  These  values are based on the
     closing price of our common stock on September  30, 2003,  which was $2.42.
     With respect to Mr.  Seippel,  amounts  included  above  represent the fair
     market value of the shares  underlying  the  restricted  stock award on the
     date they were  awarded,  October 24,  2002,  which was $0.62.  25% of this
     restricted  stock award vested on the first  anniversary  date of the award
     and the  remaining  shares will vest  ratably in 25%  installments  on each
     anniversary date  thereafter.  Dividends will not be paid on the restricted
     stock.  As of  September  30,  2003,  Mr.  Seippel  held  30,000  shares of
     restricted stock worth $72,600. This value is based on the closing price of
     our common stock on September 30, 2003, which was $2.42.

(3)  Amounts  contributed  by us on behalf of each executive to the AirGate PCS,
     Inc.  401(k)  Retirement Plan and premiums paid on behalf of each executive
     for group term life insurance. Amounts contributed by the Company on behalf
     of each executive to the AirGate PCS, Inc.  401(k)  Retirement  Plan are as
     follows:  $8,000 for Mr.  Dougherty,  $8,000 for Mr. Seippel,  $320 for Ms.
     Blackford,  $10,096  for Mr.  Roberts  and  $8,000 for Mr.  Pfohl.  For Mr.
     Seippel,  also includes  $223,837 paid by us for expenses  incurred for his
     relocation to Atlanta.

(4)  For fiscal  year 2003,  includes a $328,000  award  pursuant to the AirGate
     PCS, Inc. 2003 Executive  Bonus Plan and $720,000  earned under a retention
     bonus agreement entered into on May 4, 2000, as described below. For fiscal
     year 2002,  includes a $65,800 annual  incentive  award and $720,000 earned
     under the  agreement.  For  fiscal  year 2001,  includes a $300,000  annual
     incentive award and $720,000 earned under the agreement.

Employment and Severance Agreements

We have entered into an employment agreement with Thomas M. Dougherty, our chief
executive officer. Mr. Dougherty's  employment agreement is for a five-year term
ending April 15, 2004.  Mr.  Dougherty is eligible to receive an annual bonus of
at least 50% of his base salary. Mr. Dougherty's base salary was set at $325,000
by the  compensation  committee of our board of directors.  Under his employment
agreement,  Mr. Dougherty has a minimum  guaranteed  annual increase in his base
salary of at least  $20,000.  Mr.  Dougherty  may  participate  in any executive
benefit/perquisite  we establish at a minimum  aggregate  payment of $15,000 per
year. Pursuant to his employment agreement,  Mr. Dougherty initially was awarded
a stock  option  exercisable  for  300,000  shares  of common  stock.  Under the
agreement, the initial stock option vested with respect to 25% of the underlying
shares of common stock on the date Mr.  Dougherty  commenced his employment with
us, April 15, 1999,  and such vested  options  became  exercisable  on April 15,
2000.  The  remaining  75% of the shares of common stock  subject to the initial
stock option vest in 15 equal  quarterly  installments  beginning June 30, 2000.
The  exercise  price of the initial  stock  option  granted to Mr.  Dougherty is
$14.00 per share. As of September 4, 2003, Mr. Dougherty  surrendered  (returned
to AirGate)  outstanding  and  unexercised  options for 185,714 shares that were
part of the  initial  April 15,  1999  stock  option  grant.  In  addition,  Mr.
Dougherty is eligible to participate in all employee benefit plans and policies.

The  employment  agreement  provides  that  Mr.  Dougherty's  employment  may be
terminated with or without cause, as defined in the agreement,  at any time upon
four weeks prior written notice.  If Mr. Dougherty is terminated  without cause,
he is entitled to receive

o    six months' base salary, plus one month's salary for each year employed,

o    vesting of stock options on the date of termination and

o    six months of health and dental benefits.

In the event of Mr. Dougherty's  death, Mr. Dougherty's legal  representative is
entitled to twelve  months' base pay, plus a bonus of 20% of base pay. Under the
employment  agreement,  Mr. Dougherty agreed to a restriction on his present and
future employment. Mr. Dougherty agreed not to

o    disclose  confidential  information or trade secrets during employment with
     us and for two years after termination,

o    compete in the  business of  wireless  telecommunications  services  either
     directly or  indirectly in our territory  during his  employment  and for a
     period of 18 months after his employment is terminated and

o    solicit our  employees to  terminate  their  employment  with us or solicit
     certain  of  our  customers  to  purchase  competing  products  during  his
     employment  with us and for a period of 18 months after  termination of his
     employment.

On May 4, 2000, we entered into a retention bonus agreement with Mr.  Dougherty.
This  agreement  was intended to pay Mr.  Dougherty the  difference  between the
initial  300,000  option  grant at $2.00 a share and the actual  grant  price of
$14.00 a share.  The timing of the  payments  matches the vesting of the initial
300,000 option grant. As a result, unless Mr. Dougherty  voluntarily  terminates
employment  or is  terminated  for cause,  he is entitled  to periodic  payments
totaling $3.6 million, payable on specified payment dates from April 15, 2000 to
January 15, 2004,  which are generally paid quarterly.  In fiscal year 2003, Mr.
Dougherty  earned  $720,000  under  this  agreement.  Under  the  terms  of  the
agreement,  50% of unpaid payments would be accelerated upon a change of control
of the company.

We have also entered into an employment agreement with Barbara L. Blackford, our
vice president,  general counsel and secretary.  Ms. Blackford is eligible under
her  employment  agreement to receive an annual  bonus based upon our  incentive
plans and  policies,  but at a target  of not less than 35% of her then  current
base pay. Ms.  Blackford may  participate  in any  executive  benefit/perquisite
program  we  establish  on the  same  terms as other  executives,  at a  minimum
aggregate  benefit of $10,000 per year. Ms.  Blackford's base salary pursuant to
the agreement is currently  $208,500 per year.  Such amount is subject to review
for an increase at least  annually.  Pursuant to her employment  agreement,  Ms.
Blackford  initially was awarded a stock option exercisable for 90,000 shares of
our  common  stock,  which  option  became  vested  with  respect  to 25% of the
underlying shares of common stock at the end of Ms.  Blackford's first year with
us and the  remainder of the shares vest in 5%  increments  for each three month
period  after the  initial  year that she remains  employed by us. The  exercise
price of the initial stock option granted to Ms.  Blackford is $66.94 per share.
As of  September  4, 2003,  Ms.  Blackford  surrendered  (returned  to  AirGate)
outstanding  options for the 90,000 shares  granted under the initial August 30,
2000 stock option grant. In addition,  Ms.  Blackford is eligible to participate
in all employee benefit plans and policies.

The  employment  agreement  provides  that  Ms.  Blackford's  employment  may be
terminated with or without cause, as defined in the agreement,  at any time upon
four weeks prior written notice.  If Ms. Blackford is terminated  without cause,
she is entitled to receive six months' base salary,  plus one month's salary for
each year employed by us. Under the employment agreement,  Ms. Blackford agreed,
during  her  employment  with  us and  for a  period  of  two  years  after  the
termination of her employment, not to

o    disclose confidential information or trade secrets,

o    solicit certain of our employees to terminate their employment with us or

o    solicit certain of our customers to purchase  competing products during her
     employment  with us and for a period of two years after the  termination of
     her employment.

Ms.  Blackford's  agreement  further provides that if we enter into an agreement
with any member of our senior  management other than our chief executive officer
which agreement  contains change of control provisions more favorable than those
given to Ms. Blackford  pursuant to her agreement,  then such provisions  (other
than with  respect to salary,  bonus,  and other  dollar  amounts)  will be made
available to Ms. Blackford.

We have also entered into an employment  agreement  with David C.  Roberts,  our
vice president of engineering  and network  operations.  Mr. Roberts is eligible
under his  employment  agreement  to  receive  an annual  bonus  based  upon our
incentive  plans and  policies  but at a target of not less than 35% of his then
current  base   salary.   Mr.   Roberts  may   participate   in  any   executive
benefit/perquisite  program that we establish  for a minimum  aggregate  benefit
equal to $10,000 per year. Mr. Roberts' base salary pursuant to the agreement is
currently  $189,000 per year. Such amount shall be adjusted annually to increase
it by the greater of the consumer price index for all urban consumers, U.S. City
Average,  All Items or 5%.  Pursuant to his  employment  agreement,  Mr. Roberts
initially was awarded a stock option exercisable for 75,000 shares of our common
stock,  which option became vested with respect to 25% of the underlying  shares
of common stock after the first two years Mr. Roberts was employed by us and the
remainder  of  the  underlying  shares  vest  in  6  1/4%  quarterly  increments
thereafter.  The  exercise  price of the  initial  stock  option  granted to Mr.
Roberts is $14.00 per share.  As of September 4, 2003, Mr.  Roberts  surrendered
(returned to AirGate) outstanding and unexercised options for 37,500 shares that
were part of the initial July 28, 1999 stock  option  grant.  In  addition,  Mr.
Roberts is eligible to participate in all employee benefit plans and policies.

Mr.  Roberts'  employment may be terminated with or without cause at any time by
Mr.  Roberts  or us  upon  four  weeks  prior  written  notice,  except  that if
termination  is for cause,  no notice by us is  required.  If we  terminate  Mr.
Roberts' employment without cause, he is entitled to receive

o    six months base salary and

o    six months of health, disability, life and dental benefits.

Any unvested  options  granted to Mr. Roberts fully vest and become  exercisable
upon Mr. Roberts' involuntary termination other than for cause. Cause is limited
to breach of the noncompete  obligations  described  below.  In the event of Mr.
Roberts' death, Mr. Roberts' legal  representative is entitled to twelve months'
base pay, plus a bonus of 20% of base pay.

Under the  employment  agreement,  Mr.  Roberts  agreed to a restriction  on his
present and future employment. Mr. Roberts agreed not to

o    disclose  confidential  information or trade secrets during employment with
     us and for two years after termination,

o    compete in the business of wireless  telecommunications  either directly or
     indirectly in our territory  during his  employment  and for a period of 18
     months after his employment is terminated and

o    solicit our  employees to  terminate  their  employment  with us or solicit
     certain  of  our  customers  to  purchase  competing  products  during  his
     employment  with us and for a period of 18 months after  termination of his
     employment.

Effective  October  24,  2002,  the  Company  hired  William H.  Seippel as vice
president and chief financial officer, pursuant to the terms of an offer letter.
Mr.  Seippel's  initial base salary pursuant to the offer letter is $250,000 per
year. Mr. Seippel's performance will be evaluated during the first six months of
his employment and if he has successfully achieved or made satisfactory progress
towards the achievement of agreed upon  performance  objectives and expectations
during this period,  his annual base salary will be  increased to $275,000.  Mr.
Seippel is eligible  under his offer  letter to receive an annual bonus based on
our incentive  plans and  policies,  but at a target of not less than 50% of his
base salary.  The offer letter  guarantees Mr. Seippel an annual incentive award
payment for the 2003 plan year equal to 50% of his base earnings during the 2003
plan year.  Pursuant to his offer letter, Mr. Seippel initially received a grant
of 70,000  non-qualified  stock option  shares and an award of 30,000  shares of
time-based restricted stock. Mr. Seippel's stock option shares will vest in four
equal annual  installments  with the initial 25% annual  installment  vesting on
October  24,  2003 and each  remaining  25% annual  installment  vesting on each
anniversary thereafter. The restrictions on Mr. Seippel's restricted stock award
will  lapse over a  four-year  period  such that 25% of the shares  will vest on
October 24, 2003 and the remaining  shares will vest in 25% annual  installments
on each  anniversary.  The exercise price of the initial stock option granted to
Mr.  Seippel  is $0.64 per share.  In  addition,  Mr.  Seippel  is  eligible  to
participate  in all employee  benefit plans and policies.  Pursuant to the offer
letter, the Company paid Mr. Seippel's relocation expenses to Atlanta,  Georgia,
and such amounts are disclosed in the Summary Compensation table.

The offer letter provides that Mr.  Seippel's  employment may be terminated with
or without  cause.  Mr.  Seippel is  entitled  to  severance  payments  if he is
terminated  without  cause in an amount  equal to six months'  base salary and a
pro-rated  bonus at target.  It is a condition to the payment of this  severance
that Mr. Seippel agree not to directly or indirectly:

o    engage  in a  senior  management  capacity  in  the  business  of  wireless
     telecommunications  in our  territory  for a period of six months after his
     employment is terminated or

o    solicit our  employees to  terminate  their  employment  with us or solicit
     certain of our customers to purchase competing products for a period of one
     year after termination of his employment.

Mr.  Seippel's offer letter further provides that the Company will enter into an
agreement with him entitling him to receive  certain  payments if his employment
is terminated  (voluntarily or involuntarily) for specified reasons,  other than
for  cause,  as a result of a change of control  of the  Company.  The change of
control agreement is to provide that he would receive his annual base salary and
bonus at target and  continuation  of benefits for one year.  Mr.  Seippel would
also receive unpaid salary and accrued and unpaid bonus and certain outplacement
services for up to one year.

Option/SAR Grants During the Last Fiscal Year

The following table sets forth information  regarding option grants to the Named
Executive Officers during the last fiscal year.

<TABLE>
<CAPTION>


                    Option/SAR Grants in Last Fiscal Year(1)

                                            Number of                                          Potential Realized Value at
                                           Securities    % of Total                             Assumed Annual Rates of
                                           Underlying      Options    Exercise   Expiration    Stock Price Appreciation for
                                             Options       Granted      Price       Date        Option Term (10 Years)(2)
                                             -------       -------    --------   -----------   -----------------------------
                  Name                                                                               5%             10%
                  ----                                                                               --             ---
<S>                                          <C>            <C>        <C>           <C>            <C>             <C>
Thomas M. Dougherty.....................     100,000        21.2%      $  0.82     12/2012       $ 51,569       $ 130,687
William H. Seippel......................      70,000        14.8%      $  0.64     12/2012       $ 28,174       $  71,400
Barbara L. Blackford....................      36,000         7.6%      $  0.82     12/2012       $ 18,565       $  47,047
Jonathan M. Pfohl.......................      36,000         7.6%      $  0.82     12/2012       $ 18,565       $  47,047
David C. Roberts........................      36,000         7.6%      $  0.82     12/2012       $ 18,565       $  47,047
                                           ---------      --------
                                             278,000        59.0%
</TABLE>

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

(1)  These  options  vest in four  equal  annual  installments.  Vesting  may be
     accelerated  upon the occurrence of both of the following:  (i) a change of
     control, which would include the recapitalization plan and (ii) termination
     of employment by the Company  without cause, or by the executive with "good
     reason," within two years of the change of control.

(2)  Assumes stock price appreciation from the value on the date of grant, which
     is the exercise price.

              Aggregated Option Exercises in Last Fiscal Year and
                       Fiscal Year-End Option Value Table

The following table sets forth information  concerning the value as of September
30, 2003 of options held by the Named Executive Officers.

<TABLE>
<CAPTION>


                 Aggregated Option Exercises in Last Fiscal Year                  Number of Securities
                                                                                        Underlying
                                                                                       Unexercised        Value of Unexercised
                                                                                    Options at Fiscal    In-the-Money Options at
                                                                                        Year-End             Fiscal Year-End
                                             Shares Acquired  Value                   (exercisable/            (exercisable/
                                               on Exercise    Realized               unexercisable)          unexercisable)(1)
                                               -----------    ----------          -------------------    ------------------------
         Name
        ----
<S>                                               <C>               <C>                 <C>                        <C>
Thomas M. Dougherty......................          --            $   --             --/100,000              $   --/160,000
Willian H. Seippel.......................          --            $   --             --/70,000               $   --/124,600
Barbara L. Blackford.....................          --            $   --             --/36,000               $   --/57,600
Jonathan M. Pfohl........................          --            $   --             --/36,000               $   --/57,600
David C. Roberts.........................          --            $   --             --/36,000               $   --/57,600
</TABLE>

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

(1)  The  value  of  the  unexercised  in-the-money  option  was  calculated  by
     multiplying the number of shares of common stock  underlying the options by
     the  difference  between  $2.42,  which was the closing market price of our
     common stock on September 30, 2003, and the option exercise price.


<PAGE>



                             STOCK PERFORMANCE GRAPH

The chart below compares the cumulative  total  shareowner  return on our common
stock with the cumulative total return on the Nasdaq Stock Market (U.S.) and the
Nasdaq  Telecommunications  Index for the period  commencing  September 28, 1999
(the first day of trading of our common stock after our initial public offering)
and  ending  September  30,  2003,  assuming  an  investment  of  $100  and  the
reinvestment of any dividends.

The base price for our common  stock is the  initial  public  offering  price of
$17.00 per share.  The  comparisons in the graph below are based upon historical
data and are not indicative of, nor intended to forecast,  future performance of
the common stock.


                  COMPARISON OF 4 YEAR CUMULATIVE TOTAL RETURN*
          AMONG AIRGATE PCS, INC., THE NASDAQ STOCK MARKET (U.S.) INDEX
                     AND THE NASDAQ TELECOMMUNICATIONS INDEX


                               [GRAPHIC OMITTED]



*    $100  INVESTED  ON  9/28/99  IN STOCK OR  INDEX-INCLUDING  REINVESTMENT  OF
     DIVIDENDS. FISCAL YEAR ENDING SEPTEMBER 30.

<TABLE>
<CAPTION>



                                                                                      Cumulative Total Return
   Name of Company                                                     9/28/99    9/99      9/00      9/01         9/02      9/03
                                                                       -------    ----      ----      ----         ----      ----
<S>                                                                    <C>      <C>        <C>       <C>          <C>       <C>
   AirGate PCS, Inc....................................................$.100    $ 92.77    $ 167.3   $165.67      $  1.64   $  9.03
   NASDAQ Stock Market (U.S.)..........................................$.100    $ 99.58    $ 132.4   $ 54.17      $ 42.67   $ 65.01
   NASDAQ Telecommunication............................................$.100    $100.22    $  98.3   $ 38.04      $ 16.53   $ 27.69
</TABLE>

<PAGE>





   Compensation and Governance Committee Interlocks and Insider Participation

None of the members of the Compensation and Governance  Committee was an officer
or employee of AirGate or had any relationship with us that requires  disclosure
under SEC regulations.

ITEM 12.  Security  Ownership of Certain  Beneficial  Owners and  Management and
          Related Stockholder Matters.


                      EQUITY COMPENSATION PLAN INFORMATION

The following  table gives  information  about AirGate  common stock that may be
issued under all of AirGate's existing equity compensation plans as of September
30, 2003.

<TABLE>
<CAPTION>



                                                                                 (c) Number of Securities
                                                                                 Remaining Available for
                                (a) Number of                                    Future Issuance Under
                                Securities to be Issued  (b) Weighted Average     Equity Compensation
                                Upon Exercise of         Exercise Price of        Plans (Excluding          (d) Total of Securities
                                Outstanding Options,     Outstanding Options,     Securities Reflected      Reflected in
  Plan Category                 Warrants and Rights      Warrants and Rights      in Column (a))            Columns (a) and (c)
  -------------                 ---------------------------------------------------------------------------------------------------

  <S>                                     <C>                   <C>                          <C>                   <C>
  Equity Compensation
    Plans Approved by
    Shareowners..............           274,203(2)            $  34.67                        --(1)               274,203
                                        336,053(3)            $  31.19                        --(1)               336,053
                                        617,364(4)            $   2.93                   882,636                1,500,000
                                        -------                                          -------                ---------
    TOTAL....................         1,227,620                                          882,636                2,110,256
                                      =========                                          =======                =========

  Equity Compensation
    Plans Not Approved by
    Shareowners..............            49,450(5)            $  44.93                        --(1)                49,450
                                     ----------               --------                  --------               ----------
    TOTAL....................         1,277,070               $  18.81                    82,636(6)             2,159,706
                                     ==========               ========                  ========               ==========
</TABLE>

----------

(1)  The right to issue  options  under this plan  terminated  upon  shareholder
     approval of the 2002 Long-Term Incentive Plan.

(2)  Issued under the AirGate PCS, Inc. 1999 Stock Option Plan.

(3)  Issued under the AirGate PCS,  Inc.  Amended and  Restated  2000  Long-Term
     Incentive Plan.

(4)  Issued under the AirGate PCS, Inc. 2002 Long-Term Incentive Plan.

(5)  Issued under the AirGate PCS, Inc. 2001 Non-Executive Stock Option Plan.

(6)  In addition,  73,314 shares of AirGate's common stock remained for issuance
     under the AirGate PCS, Inc. 2001 Employee Stock Purchase Plan.

Grants made under the AirGate PCS, Inc. 2001 Non-Employee  Director Compensation
Plan were issued under either the AirGate  PCS,  Inc.  1999 Stock Option Plan or
the AirGate PCS, Inc. 2002 Long-Term  Incentive Plan and thus are not separately
stated in the table.


AirGate PCS, Inc. 2001 Non-Executive Stock Option Plan

On January 31, 2001, our board of directors  approved the AirGate PCS, Inc. 2001
Non-Executive  Stock Option Plan,  pursuant to which non-qualified stock options
could be granted to our employees  who are not officers or directors.  This plan
was not submitted to our  shareowners  for  approval.  As of September 30, 2003,
options to acquire  49,450 shares were  outstanding  under this plan, out of the
150,000 shares originally  reserved for issuance.  No further grants may be made
under the 2001 Non-Executive Stock Option Plan.

The plan  authorized  the granting of  non-qualified  stock  options  only.  The
exercise  price of an option could not be less than the fair market value of the
underlying  stock on the date of grant and no option  could  have a term of more
than ten years. All of the options that are currently outstanding under the plan
vest ratably over a four-year  period beginning at the grant date and expire ten
years from the date of grant.


<PAGE>



                SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,
                             DIRECTORS AND OFFICERS

On November 1, there were  approximately  25,961,191  shares of our common stock
outstanding.  The following  table presents  certain  information  regarding the
beneficial  ownership of our common  stock,  as of November 1, 2003 with respect
to: o each person who, to our knowledge,  is the beneficial  owner of 5% or more
of our outstanding common stock;

o    each of our directors and nominees for directors;

o    each of the Named Executive Officers; and

o    all of our executive officers and directors as a group.

<TABLE>
<CAPTION>


                                                                    Number of      Percentage
                                                                     Shares            of
                                                                   Beneficially    Outstanding
Name of Beneficial Owner(1)                                          Owned(2)      Common Stock
---------------------------                                         -----------    ------------
<S>                                                                      <C>            <C>
Barbara A. Blackford(3)............................................     23,729           *
Thomas M. Dougherty(4).............................................    122,919           *
Robert A. Ferchat..................................................     21,250           *
Jonathan M. Pfohl(5)...............................................     26,021           *
David C. Roberts(6)................................................    117,921           *
William H. Seippel.................................................     47,500           *
Stephen R. Stetz...................................................          0           *
Geneseo Communications, Inc.(7)....................................  2,115,253        8.15%
Cambridge Telcom, Inc.(8)..........................................  1,863,074        7.18%
The Blackstone Group (9)...........................................  2,578,379        9.93%
Jennison Associates LLC (10).......................................  2,618,600       10.09%
Glenview Capital Management, LLC (11)..............................  1,400,000        5.39%
HMC Investors, L.L.C. (12).........................................  1,481,000        5.70%
All executive officers and directors as a group (9 persons)(13)....    385,124        1.48%
</TABLE>

--------------
* Less than one percent.


(1)  Except as indicated, the address for each executive officer and director is
     233 Peachtree Street,  N.E.,  Harris Tower,  Suite 1700,  Atlanta,  Georgia
     30303.

(2)  Beneficial  ownership is determined  in  accordance  with Rule 13d-3 of the
     Securities  Exchange Act. A person is deemed to be the beneficial  owner of
     shares of common  stock if such person has or shares  voting or  investment
     power  with  respect  to such  common  stock,  or has the right to  acquire
     beneficial  ownership  at any time within 60 days of the date of the table.
     As used herein, "voting power" is the power to vote or direct the voting of
     shares  and  "investment  power" is the  power to  dispose  or  direct  the
     disposition of shares.

(3)  Includes  9,000  shares  of  common  stock  subject  to  options  which are
     exercisable  within 60 days of the date of this table.

(4)  Includes  4,100 shares of common stock owned by Mr.  Dougherty's  wife, 750
     shares of common stock owned by Mr. Dougherty's  children and 25,000 shares
     of common stock subject to options which are exercisable  within 60 days of
     the date of this table.

(5)  Includes 90 shares of common stock owned by Mr. Pfohl's  children and 9,000
     shares of common stock subject to options which are  exercisable  within 60
     days of the date of this table.

(6)  Includes  9,000  shares  of  common  stock  subject  to  options  which are
     exercisable  within  60 days of the  date of this  table.

(7)  Information presented is based on a Schedule 13G dated November 30, 2001 by
     Geneseo Communications, Inc. ("Geneseo"). Geneseo reported that it has sole
     voting power and sole dispositive power over 2,115,253 of our common stock.
     The business address of this shareowner is 111 E. 1st Street, P.O. Box 330,
     Geneseo, Illinois, 61254.

(8)  Information presented is based on a Schedule 13G dated November 30, 2001 by
     Cambridge Telcom, Inc.  ("Cambridge").  Cambridge reported that it has sole
     voting power and sole dispositive power over 1,863,074 of our common stock.
     The business address of this shareowner is 111 E. 1st Street, P.O. Box 330,
     Geneseo, Illinois, 61254.

(9)  Information presented is based on a Schedule 13G dated December 31, 2001 by
     certain members of The Blackstone Group. Of the 2,578,379 shares, 1,153,648
     are held by Blackstone Communications Partners I L.P. ("BCOM"), 992,328 are
     held by Blackstone iPCS Capital Partners L.P. ("BICP"), 348,398 are held by
     Blackstone/iPCS  L.L.C.  ("BLLC"),  4,780 are shares issuable to Blackstone
     Management  Partners III pursuant to currently  vested options,  71,302 are
     shares issuable upon exercise of warrants by Blackstone  Mezzanine Partners
     L.P.  ("BMP") and 7,923 are shares  issuable  upon  exercise of warrants by
     Blackstone  Mezzanine  Holdings  L.P.  ("BMH").  Blackstone  Communications
     Management  Associates I L.L.C. is the general partner of BCOM.  Blackstone
     Media  Management  Associates  III,  L.L.C. is the general partner of BICP.
     Blackstone Media Management  Associates III, L.L.C. is the manager of BLLC.
     Blackstone Mezzanine Associates L.P. is the general partner of BMP and BMH.
     Messrs.  Peter G.  Peterson  and  Stephen A.  Schwarzman  are the  founding
     members of Blackstone,  and as such may also be deemed to share  beneficial
     ownership of the shares held by each of these entities.  The address of The
     Blackstone Group is 345 Park Avenue, New York, New York, 10154.

(10) Information  presented is based on a Schedule 13G/A dated February 14, 2003
     by Jennison  Associates LLC  ("Jennison").  The Schedule 13G indicates that
     Jennison has sole voting power and shared  dispositive power over 2,618,600
     shares.  The business  address of Jennison  Associates LLC is 466 Lexington
     Avenue, New York, New York, 10017.  Jennison disclaims beneficial ownership
     of these shares of our common stock. Information with regard to Jennison is
     based on a Schedule 13G dated February 14, 2003.

(11) Information  presented is based on a Schedule 13G dated October 10, 2003 by
     Glenview Capital Management,  LLC ("Management"),  Glenview Capital GP, LLC
     ("GP"),   Glenview   Capital   Partners,   L.P.   ("Partners"),    Glenview
     Institutional  Partners,   L.P.   ("Institutional")  and  Glenview  Capital
     Partners  (Cayman),  Ltd.  ("Cayman",  and together  with  Management,  GP,
     Partners and  Institutional,  the "Glenview Filing Parties").  The Schedule
     13G indicates that  Partners,  Institutional  and Cayman each  beneficially
     owns 163,400,  413,300 and 823,300 shares,  respectively.  The Schedule 13G
     also indicates that each of the three beneficial  owners has delegated sole
     voting and dispositive power to Management.  In addition,  GP serves as the
     general  partner  of  Partners  and  Institutional.  As a  result  of these
     shareholdings,   ownership  structure  and  delegation,  the  Schedule  13G
     indicates  that each of the Glenview  Filing  Parties has shared voting and
     dispositive power over the full 1,400,000 shares.  The business address for
     each of  Management,  GP,  Partners and  Institutional  is 399 Park Avenue,
     Floor 39, New York, New York 10022.  The business  address of Cayman is c/o
     Goldman Sachs (Cayman) Trust, Limited, Harbour Centre, North Church Street,
     P.O. Box 896GT,  George Town,  Grand Cayman,  Cayman Islands,  British West
     Indies, Cayman Island exempted company.

(12) Information  presented is based on a Schedule 13G dated  October 6, 2003 by
     HMC Investors, L.L.C. ("Investors"), Harbert Distressed Investment Offshore
     Manager,  L.L.C.  ("Offshore"),  Harbert Distressed Investment Master Fund,
     Ltd.  ("Master  Fund"),  Raymond J.  Harbert  ("Harbert"),  Michael D. Luce
     ("Luce") and Philip Falcone ("Falcone",  together with Investors, Offshore,
     Master Fund, Harbert and Luce, the "HMC Filing Parties").  The Schedule 13G
     indicates that Investors,  Harbert, Luce and Falcone each beneficially owns
     and has shared voting and dispositive  power over 1,481,000 shares. It also
     indicates that, of such shares,  Offshore and Master Fund each beneficially
     owns and has shared voting and dispositive power over 1,429,760 shares. The
     Schedule 13G  indicates  that the HMC Filing  Parties  disclaim  beneficial
     ownership of the shares  reported  except to the extent of their  pecuniary
     interest  therein.  The business address of Investors,  Offshore,  Harbert,
     Luce and Falcone is 555 Madison  Avenue,  Suite  2800,  New York,  New York
     10022.  The  business  address  of Master  Fund is c/o  International  Fund
     Services (Ireland) Limited,  Third Floor, Bishop's Square,  Redmond's Hill,
     Dublin 2, Ireland.

(13) Includes  58,250  shares of  common  stock  subject  to  options  which are
     exercisable within 60 days of the date of this table.


ITEM 13.     Certain Relationships and Related Transactions.

The  disclosure  required  by this  Item 13 is set  forth in Part II,  Item 7 of
Amendment  No. 1 to  AirGate's  Annual  Report on Form 10-K under  "Management's
Discussion  and  Analysis of  Financial  Condition  and Results of  Operations -
Related Party Transactions and Transactions Between AirGate and iPCS."


ITEM 14.     Principal Accounting Fees and Services.

Fees Paid to KPMG

The  following  table shows the fees that  AirGate paid or accrued for the audit
and other services provided by KPMG LLP for the fiscal years ended September 30,
2003 and 2002:
<TABLE>
<CAPTION>


                                   Year Ended                Year Ended
                               September 30, 2003        September 30, 2002
                               ------------------        ------------------

<S>                                  <C>                        <C>
   Audit Fees                 $       558,063            $     924,900

   Audit-Related Fees                 610,850                  445,901

   Tax Fees                           391,820                   90,840

   All Other Fees                      38,891                   12,000
                                    ---------                ---------
   Total                      $     1,599,624            $   1,473,641
</TABLE>



Audit Fees.  This category  includes the aggregate fees billed for  professional
services rendered by KPMG LLP for the audit of our annual consolidated financial
statements  and the  limited  reviews of our  quarterly  condensed  consolidated
financial statements for the years ended September 30, 2003 and 2002.

Audit-Related  Fees.  This  category  includes  the  aggregate  fees  billed for
non-audit  services,  exclusive  of the fees  disclosed  relating to audit fees,
rendered by KPMG LLP during the fiscal years ended  September 30, 2003 and 2002.
These services  principally  include the assistance and issuance of consents for
various filings with the SEC.

Tax Fees.  This  category  includes the  aggregate  fees billed for tax services
rendered by KPMG LLP during the fiscal years ended  September 30, 2003 and 2002.
These  services  consisted  primarily  of tax  compliance  and tax  consultation
services.  Services for the year ended  September 30, 2003 include tax advice in
connection with the opinion letter made a part of the S-4 filing  addressing tax
consequences  in connection with the financial  restructuring  and tax advice in
connection with the opinion letter to the Board of Directors  addressing the tax
consequences  to the Company of Section 382 of the Internal  Revenue  Code,  and
related issues. In addition, for fiscal years ended September 30, 2003 and 2002,
these  services  include  preparation  of state and  federal tax returns for the
Company and its subsidiaries.

All Other Fees.  This category  includes the aggregate fees billed for all other
services, exclusive of the fees disclosed above, rendered by KPMG LLP during the
fiscal  years ended  September  30, 2003 and  September  30,  2002.  These other
services  in fiscal  2003  consisted  primarily  of  assistance  with  AirGate's
initiative to document key internal controls over financial  reporting  pursuant
to the  requirements of Section 404 of the  Sarbanes-Oxley  Act of 2002 and also
included audits of our benefit plans.

The Audit Committee has concluded that the non-audit  services  provided by KPMG
LLP are compatible with maintaining the independence of KPMG LLP.

Oversight of Accountants; Approval of Accounting Fees

Under the provisions of its charter,  the Audit Committee is responsible for the
appointment,   compensation,   retention  and  oversight  of  the  work  of  the
independent auditors. The Audit Committee has adopted the Audit Committee Policy
For  Pre-Approval  of Services,  which  provides that the Audit  Committee  must
pre-approve  all  audit  and  non-audit  services  provided  by the  independent
auditors. These services may include audit services, audit-related services, tax
services and other services,  and the Audit Committee  pre-approves the fees for
each  specific   category  of  service.   The  Audit   Committee  has  delegated
pre-approval  authority to the Chair for external  audit  services not exceeding
$75,000 per engagement,  and the Chair must report any pre-approval decisions to
the Audit  Committee  at its next  meeting.  The policy  specifically  prohibits
certain  non-audit  services that are  prohibited by securities  laws from being
provided by an independent auditor.

All of the principal accounting services and fees reflected in the table in this
Item 14 were  reviewed  and  approved  by the Audit  Committee,  and none of the
services were performed by individuals who were not employees of the independent
auditor.


<PAGE>



ITEM 15.     Exhibits, Financial Statement Schedules and Reports on Form 8-K

             (c)  Exhibits


 Exhibit
 Number                             Description
 ------ -----------------------------------------------------------------------

3.1  Restated  Certificate of  Incorporation  of AirGate PCS, Inc.  ("AirGate"),
     dated  December 17, 2002  (incorporated  by reference to Exhibit 3.1 to the
     annual  report on Form  10-K/ A filed by  AirGate  with the  Commission  on
     January  17,  2003 for the year  ended  September  30,  2002  (SEC File No.
     000-27455)).

3.2  Amended  and  Restated   Bylaws  of  AirGate,   dated   December  17,  2002
     (incorporated  by  reference  to Exhibit  3.2 to the annual  report on Form
     10-K/ A filed by AirGate  with the  Commission  on January 17, 2003 for the
     year ended September 30, 2002 (SEC File No. 000-27455)).

4.1  Specimen of common stock certificate of AirGate  (incorporated by reference
     to Exhibit 4.1 to the  Registration  Statement  on Form S-1/ A filed by the
     registrant  with the SEC on June  15,  1999  (File  Nos.  333-79189-02  and
     333-79189-01)).

4.2  Form  of  Warrant   Agreement  for  warrants   issued  in  units   offering
     (incorporated by reference to Exhibit 10.15 to the  Registration  Statement
     on Form S-1/ A filed by AirGate  with the SEC on  September  23, 1999 (File
     Nos. 333-79189-02 and 333-79189-01)).

4.3  Form of Warrant issued in units offering (included in Exhibit 4.2).

4.4  Form of unit (included in Exhibit 4.2).

4.5  Form of Lucent  Warrants  (incorporated  by reference to Exhibit 4.4 to the
     Registration  Statement on Form S-1/ A filed by the registrant with the SEC
     on September 17, 1999 (SEC File Nos. 333-79189-02 and 333-79189-01)).

4.6  Form of Indenture for senior subordinated discount notes (including form of
     pledge  agreement)  (incorporated  by  reference  to  Exhibit  4.5  to  the
     Registration  Statement  on Form  S-1/ A filed by  AirGate  with the SEC on
     September 23, 1999 (SEC File Nos. 333-79189-02 and 333-79189-01)).

4.7  Form of 13.5%  senior  subordinated  discount  note due 2009  (included  in
     Exhibit 4.6).

10.1 Support Agreement, dated as of September 24, 2003, by and among AirGate and
     each of the noteholders  signatory  thereto  (incorporated  by reference to
     Exhibit  10.1 to the  Registration  Statement  on Form S-4 filed by AirGate
     with the SEC on September 26, 2003 (SEC File No. 333-109165).

10.2 Form of Registration  Rights  Agreement,  dated as of November 30, 2001, by
     and among  AirGate and  Blackstone/iPCS,  L.L.C.,  Blackstone  iPCS Capital
     Partners  L.P.,  Blackstone  Communications  Partners I L.P.  TCW/ Crescent
     Mezzanine  Partners  II,  L.P.,  TCW/  Crescent  Mezzanine  Trust  II,  TCW
     Leveraged  Income Trust.,  L.P.,  TCW Leveraged  Income Trust II, L.P., TWC
     Leveraged  Income  Trust  IV,  TCW  Shared   Opportunity  Fund  II,  Shared
     Opportunity  Fund IIB,  L.L.C.,  TCW  Shared  Opportunity  Fund III,  L.P.,
     Geneseo Communications,  Inc., Cambridge Telcom, Inc., Cass Communications,
     Inc.,   Technology  Group,   LLC,   Montrose  Mutual  PCS,  Inc.,   Gridley
     Enterprises,  Inc.,  Timothy M. Yager and Kelly M. Yager  (incorporated  by
     reference  to  Exhibit  10.2 to the  current  report  on Form 8-K  filed by
     AirGate with the Commission on August 31, 2001 (SEC File No. 000-27455)).

10.3 Sprint  PCS  Management   Agreement  and  Addenda  I-III  thereto   between
     SprintCom, Inc. and AirGate Wireless, L.L.C.  (incorporated by reference to
     Exhibit 10.1 to the Registration  Statement on Form S-1/ A filed by AirGate
     with the  Commission  on June 15,  1999  (SEC File  Nos.  333-79189-02  and
     333-79189-01)).


<PAGE>



  Exhibit
  Number                             Description
 --------- --------------------------------------------------------------------


10.4 Assignment of Sprint PCS Management  Agreement,  Sprint  Spectrum  Services
     Agreement and Trademark and Service Mark Agreement  from AirGate  Wireless,
     L.L.C. to AirGate Wireless,  Inc. dated November 20, 1998  (incorporated by
     reference  to Exhibit  10.14 to the  Registration  Statement on Form S-1/ A
     filed by  AirGate  with the  Commission  on  August  9, 1999 (SEC File Nos.
     333-79189-02 and 333-79189-01)).

10.5 Addendum IV to Sprint PCS Management Agreement dated August 26, 1999 by and
     among SprintCom, Inc., Sprint Communications Company, L.P., Sprint Spectrum
     L.P. and AirGate (incorporated by reference to Exhibit 10.1.2 to the annual
     report on Form 10-K filed by AirGate  with the  Commission  on December 18,
     2000 for the year ended September 30, 2000 (SEC File No. 000-27455))

10.6 Addendum V to Sprint PCS  Management  Agreement  dated May 12,  2000 by and
     among SprintCom,  Inc.,  Sprint  Communications  Company,  L.P. and AirGate
     (incorporated  by reference to Exhibit  10.1.3 to the annual report on Form
     10-K filed by AirGate with the Commission on December 18, 2000 for the year
     ended September 30, 2000 (SEC File No. 000-27455)).

10.7 Addendum VI to Sprint PCS  Management  Agreement  dated December 8, 2000 by
     and among SprintCom,  Inc.,  Sprint  Communications  Company,  L.P., Sprint
     Spectrum L.P. and AirGate  (incorporated  by reference to Exhibit 10.1.4 to
     the quarterly  report on Form 10-Q filed by AirGate with the  Commission on
     February  14, 2001 for the quarter  ended  December  31, 2000 (SEC File No.
     000-27455)).

10.8 Schedule of  Definitions  to Sprint PCS  Management  Agreement by and among
     SprintCom, Inc. and AirGate Wireless, L.L.C.  (incorporated by reference to
     Exhibit  10.33 to the  quarterly  report on Form 10-Q filed by AirGate with
     the  Commission  on May 15, 2002 for the quarter  ended March 31, 2002 (SEC
     File No. 000-27455)).

10.9 Sprint PCS Services  Agreement  between  Sprint  Spectrum  L.P. and AirGate
     Wireless,  L.L.C.  (incorporated  by  reference  to  Exhibit  10.2  to  the
     Registration  Statement on Form S-1/ A filed by AirGate with the Commission
     on June 15, 1999 (SEC File Nos. 333-79189-02 and 333-79189-01)).

10.10Sprint Spectrum Trademark and Service Mark License Agreement  (incorporated
     by reference to Exhibit 10.3 to the  Registration  Statement on Form S-1/ A
     filed by  AirGate  with the  Commission  on June 15,  1999  (SEC  File Nos.
     333-79189-02 and 333-79189-01)).

10.11Sprint  Trademark  and Service  Mark  License  Agreement  (incorporated  by
     reference  to Exhibit  10.4 to the  Registration  Statement  on Form S-1/ A
     filed by  AirGate  with the  Commission  on June 15,  1999  (SEC  File Nos.
     333-79189-02 and 333-79189-01)).

10.12Sales   Agency   Agreement   made  as  of  May  1,  2001   between   Sprint
     Communications  Company  L.P.  and AirGate  (incorporated  by  reference to
     Exhibit  10.10 to the annual  report on Form 10-K/ A filed by AirGate  with
     the  Commission  on January 17, 2003 for the year ended  September 30, 2002
     (SEC File No. 000-27455)).

10.13Consent and  Agreement  (incorporated  by reference to Exhibit 10.13 to the
     Registration  Statement on Form S-1/ A filed by AirGate with the Commission
     on September 17, 1999 (SEC File Nos. 333-79189-02 and 333-79189-01)).

10.14Master Site  Agreement  dated August 6, 1998 between  AirGate and BellSouth
     Carolinas   PCS,  L.P.  and   BellSouth   Personal   Communications,   Inc.
     (incorporated by reference to Exhibit 10.5 to the Registration Statement on
     Form S-1/ A filed by AirGate with the Commission on June 15, 1999 (SEC File
     Nos. 333-79189-02 and 333-79189-01)).

10.15Notice to AirGate of an  assignment  of sublease  dated  September 20, 1999
     between  BellSouth  Cellular  Corp.  and Crown  Castle  South  Inc.,  given
     pursuant to Section  16(b) of the Master Site  Agreement  (incorporated  by
     reference  to  Exhibit  10.5.1 to the  annual  report on Form 10-K filed by
     AirGate  with the  Commission  on  December  18,  2000  for the year  ended
     September 30, 2000 (SEC File No. 000-27455)). [GRAPHIC OMITTED]


<PAGE>




 Exhibit
  Number                                Description
---------    -------------------------------------------------------------------

10.16Master Tower Space  Reservation  and License  Agreement  dated February 19,
     1999  between  AGW  Leasing   Company,   Inc.  and  American  Tower,   L.P.
     (incorporated  by reference to Exhibit  10.5.2 to the annual report on Form
     10-K filed by AirGate with the Commission on December 18, 2000 for the year
     ended September 30, 2000 (SEC File No. 000-27455)).

10.17Master  Antenna  Site Lease No. J50 dated July 20,  1999  between  Pinnacle
     Towers Inc. and AGW Leasing Company  (incorporated  by reference to Exhibit
     10.5.3  to the  annual  report  on Form  10-K  filed  by  AirGate  with the
     Commission on December 18, 2000 for the year ended  September 30, 2000 (SEC
     File No. 000-27455)).

10.18Commercial  Real Estate  Lease  dated  August 7, 1998  between  AirGate and
     Perry Company of Columbia, Inc. to lease a warehouse facility (incorporated
     by reference to Exhibit 10.7 to the  Registration  Statement on Form S-1/ A
     filed by  AirGate  with the  Commission  on July 12,  1999  (SEC  File Nos.
     333-79189-02 and 333-79189-01)).

10.19Lease Agreement  dated August 25, 1999 between Robert W. Bruce,  Camperdown
     Company, Inc. and AGW Leasing Company, Inc. to lease office/warehouse space
     in Greenville,  South Carolina (incorporated by reference to Exhibit 10.7.1
     to the annual  report on Form 10-K filed by AirGate with the  Commission on
     December  18,  2000 for the year  ended  September  30,  2000 (SEC File No.
     000-27455)).

10.20Form of  Indemnification  Agreement  (incorporated  by reference to Exhibit
     10.8 to the Registration Statement on Form S-1/ A filed by AirGate with the
     Commission on June 15, 1999 (SEC File Nos. 333-79189-02 and 333-79189-01)).

10.21Credit  Agreement with Lucent,  including form of pledge agreement and form
     of intercreditor  agreement  (incorporated by reference to Exhibit 10.12 to
     the  Registration  Statement  on Form  S-1/ A filed  by  AirGate  with  the
     Commission  on  September  17,  1999  (SEC  File  Nos.   333-79189-02   and
     333-79189-01)).

10.22* First Amendment to Credit Agreement dated October 21, 2001 by and between
     AirGate  PCS,  Inc.,  State  Street  Bank  and  Trust  Company  and  Lehman
     Commercial Paper, Inc.

10.23* Amendment No. 2 to the Credit  Agreement  dated  November 30, 2003 by and
     among  AirGate PCS,  Inc.,  State Street Bank and Trust  Company and Lehman
     Commercial Paper, Inc.

10.24Employment  Agreement dated April 9, 1999 by and between AirGate and Thomas
     M. Dougherty (incorporated by reference to Exhibit 10.9 to the Registration
     Statement on Form S-1/ A filed by AirGate with the  Commission  on June 15,
     1999 (SEC File Nos. 333-79189-02 and 333-79189-01)).

10.25First  Amendment to Employment  Agreement  dated  December 20, 1999 between
     AirGate and Thomas M. Dougherty (incorporated by reference to Exhibit 10.16
     to the quarterly  report on Form 10-Q filed by AirGate with the  Commission
     on May 15,  2000  for the  quarter  ended  March  31,  2000  (SEC  File No.
     000-27455)).

10.26Retention  Bonus  Agreement dated May 4, 2000 between AirGate and Thomas M.
     Dougherty  (incorporated  by  reference to Exhibit  10.17 to the  quarterly
     report on Form 10-Q filed by AirGate  with the  Commission  on May 15, 2000
     for the quarter ended March 31, 2000 (SEC File No. 000-27455)).

10.27Employment  Agreement dated as of September 27, 1999 by and between AirGate
     and David C. Roberts  (incorporated  by  reference to Exhibit  10.22 to the
     annual report on Form 10-K filed by AirGate with the Commission on November
     30, 2001 for the year ended September 30, 2001 (SEC File No. 000-27455)).

10.28Employment  Agreement  dated as of August 30, 2000 by and  between  AirGate
     and Barbara L. Blackford (incorporated by reference to Exhibit 10.23 to the
     annual report on Form 10-K filed by AirGate with the Commission on November
     30, 2001 for the year ended September 30, 2001 (SEC File No. 000-27455)).

10.29Separation  Agreement  and Release  dated  October 31, 2002, by and between
     AirGate and Alan Catherall  (incorporated  by reference to Exhibit 10.26 to
     the annual  report on Form 10-K/ A filed by AirGate with the  Commission on
     January  17,  2003 for the year  ended  September  30,  2002  (SEC File No.
     000-27455)).

10.30Offer  Letter,  effective  October 24,  2002,  by and  between  AirGate and
     William H.  Seippel  (incorporated  by  reference  to Exhibit  10.27 to the
     annual  report on Form  10-K/ A filed by  AirGate  with the  Commission  on
     January  17,  2003 for the year  ended  September  30,  2002  (SEC File No.
     000-27455)).


<PAGE>


Exhibit
Number                                  Description
-------   ---------------------------------------------------------------------

10.31AirGate  PCS,  Inc.  1999 Stock Option Plan  (incorporated  by reference to
     Exhibit  99.1 to the  Registration  Statement  on Form S-8 filed by AirGate
     with the Commission on April 10, 2000 (SEC File No. 333-34416)).

10.32Form of AirGate PCS, Inc. Option  Agreement  (incorporated  by reference to
     Exhibit  10.25 to the annual  report on Form 10-K filed by AirGate with the
     Commission on November 30, 2001 for the year ended  September 30, 2001 (SEC
     File No. 000-27455)).

10.33AirGate PCS, Inc. 2001  Non-Executive  Stock Option Plan  (incorporated  by
     reference to Exhibit 10.11.2 to the quarterly  report on Form 10-Q filed by
     AirGate  with the  Commission  on February  14, 2001 for the quarter  ended
     December 31, 2000 (SEC File No. 000-27455)).

10.34AirGate PCS, Inc.  2001  Employee  Stock  Purchase  Plan  (incorporated  by
     reference to Exhibit 10.11.3 to the quarterly  report on Form 10-Q filed by
     AirGate  with the  Commission  on February  14, 2001 for the quarter  ended
     December 31, 2000 (SEC File No. 000-27455)).

10.352002 AirGate PCS, Inc. Long-Term  Incentive Plan (incorporated by reference
     to Exhibit 99.1 to the Registration  Statement on Form S-8 filed by AirGate
     with the Commission on March 29, 2002 (SEC File No. 333-85250).

10.36AirGate PCS, Inc. Amended and Restated  Non-Employee  Director Compensation
     Plan dated January 22, 2003  (incorporated  by reference to Exhibit 10.2 to
     the quarterly  report on Form 10-Q filed by AirGate with the  Commission on
     May  15,  2003  for  the  quarter  ended  March  31,  2003  (SEC  File  No.
     000-27455)).

10.37Agreement  and Plan of Merger,  dated as of August 28, 2001, by and between
     AirGate and iPCS,  Inc.  (incorporated  by reference to Exhibit 10.1 to the
     current  report on Form 8-K filed by AirGate with the  Commission on August
     31, 2001 (SEC File No. 000-27455)).

10.38Services  Agreement  dated as of  January  1,  2002 by and  among  AirGate,
     AirGate  Service  Company,  Inc.,  iPCS,  Inc.  and  iPCS  Wireless,   Inc.
     (incorporated by reference to Exhibit 10.34 to the quarterly report on Form
     10-Q filed by AirGate with the  Commission  on May 15, 2002 for the quarter
     ended March 31, 2002 (SEC File No. 000-27455)).

10.39First Amendment to Services  Agreement dated February 21, 2003 by and among
     AirGate Service Company,  Inc., AirGate, iPCS Wireless,  Inc. and iPCS, Inc
     (incorporated  by reference to Exhibit 10.1 to the quarterly report on Form
     10-Q filed by AirGate with the  Commission  on May 15, 2003 for the quarter
     ended March 31, 2003 (SEC File No. 000-27455)).

10.40Technology  License  Agreement  dated as of  January  1,  2002 by and among
     AirGate, AGW Leasing Company,  Inc., AirGate Service Company, Inc., AirGate
     Network Services, Inc., iPCS, Inc., iPCS Wireless, Inc. and iPCS Equipment,
     Inc. (incorporated by reference to Exhibit 10.35 to the quarterly report on
     Form 10-Q  filed by AirGate  with the  Commission  on May 15,  2002 for the
     quarter ended March 31, 2002 (SEC File No. 000-27455)).

12.1* Computation of Ratio of Earnings to Fixed Charges.

21.1 Subsidiaries of AirGate PCS, Inc  (incorporated  by reference to Exhibit 21
     to the annual  report on Form 10-K/ A filed by AirGate with the  Commission
     on January  17,  2003 for the year ended  September  30, 2002 (SEC File No.
     000-27455)).

23.1* Consent of KPMG LLP.

24.1 Powers of Attorney.

31.1 Rule 13a-14(a) certification of Chief Executive Officer of AirGate filed in
     accordance with Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Rule 13a-14(a) certification of Chief Financial Officer of AirGate filed in
     accordance with Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*Section 1350  certification of Chief Executive Officer of AirGate furnished
     in accordance with Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*Section 1350  certification of Chief Financial Officer of AirGate furnished
     in accordance with Section 906 of the Sarbanes-Oxley Act of 2002.

--------------------------
* Previously filed.

<PAGE>





                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the  undersigned,  thereunto  duly  authorized,  on January 28,
2004.

                                     AIRGATE PCS, INC.



                                     By:     /s/ William H. Seippel
                                            ---------------------------------
                                             William H. Seippel
                                             Chief Financial Officer
                                             (Principal Financial and
                                              Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons in the capacities and on the dates
indicated.


Name                                    Title                          Date

/s/ Thomas M. Dougherty    Chief Executive Officer and Director January 28, 2004
-----------------------   (Principal Executive Officer)
Thomas M. Dougherty


/s/ William H. Seippel     Chief Financial Officer              January 28, 2004
----------------------     (Principal Financial and
William H. Seippel          Accounting Officer)


        *                  Chairman of the Board of Directors   January 28, 2004
----------------------
Robert A. Ferchat


        *                  Member, Board of Directors           January 28, 2004
----------------------
Stephen R. Stetz


                            Vice President,
By:/s/Barbara L. Blackford  General Counsel and                January 28, 2004
   -----------------------  Corporate Secretary
   Barbara L. Blackford
     Attorney-in-fact

*    Barbara L. Blackford,  by signing her name hereto,  does sign this document
     on behalf of the above  noted  individuals  pursuant  to powers of attorney
     duly executed by such  individuals,  which have been filed as an exhibit to
     this Report.