FILED WITH THE SECURITIES AND EXCHANGE COMMISSON ON MARCH 21, 2001
                                                      REGISTRATION NO. 333-56928



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549


                               AMENDMENT NO. 1 TO
                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933



                                AIRGATE PCS, INC.
             (Exact name of registrant as specified in its charter)
          DELAWARE                                             58-2299173
  (State or other jurisdiction of
   incorporation or organization)                       (I.R.S.  Employer
                                                       Identification Number)

                                  HARRIS TOWER
                      233 PEACHTREE STREET, NE, SUITE 1700
                             ATLANTA, GEORGIA  30303
                                 (404) 525-7272
    (Address, including zip code, and telephone number, including area code, of
                    registrant's principal executive offices)

                              BARBARA L. BLACKFORD
                                  HARRIS TOWER
                      233 PEACHTREE STREET, NE, SUITE 1700
                             ATLANTA, GEORGIA  30303
                                 (404) 525-7272

   (Name, address, including zip code, and telephone number, including
                  area code, of agent for service)

                                 WITH COPIES TO:

                                SIDNEY J. NURKIN
                                ALSTON & BIRD LLP
                               ONE ATLANTIC CENTER
                           1201 WEST PEACHTREE STREET
                          ATLANTA, GEORGIA  30309-3424
                                 (404) 881-7000


APPROXIMATE  DATE  OF  COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time  after  the  effective  date  of  this  Registration  Statement.
     If  the  only  securities  being  registered on this Form are being offered
pursuant  to dividend or interest reinvestment plans, please check the following
box:
     If any of the securities being registered on this Form are to be offered on
a  delayed  or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment  plans,  please  check  the  following  box:
     If  this  Form  is  filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and  list  the  Securities  Act  registration  statement  number  of the earlier
effective  registration  statement  for  the  same  offering:   _______________
     If  this  Form  is a post-effective amendment filed pursuant to Rule 462(c)
under  the  Securities  Act, check the following box and list the Securities Act
registration  statement  number  of the earlier effective registration statement
for  the  same  offering:    __________________
     If  delivery of the prospectus is expected to be made pursuant to Rule 434,
please  check  the  following  box:

THIS  REGISTRATION STATEMENT SHALL HEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
THE  PROVISIONS  OF  SECTION  8(A)  OF  THE  SECURITIES  ACT  OF  1933.

                                EXPLANATORY NOTE

     This Form S-3 Registration Statement filed by AirGate PCS relates to 88,826
shares  of  the AirGate PCS common stock,  $.01 par value, which were previously
registered  on  AirGate  PCS'  Registration  Statement  on  Form  S-1  (File No.
333-91749)  and  which are issuable upon exercise of outstanding warrants issued
by  AirGate  PCS.  There  were up to 644,400 shares issuable pursuant to the S-1
Registration  Statement,  of which 555,574 shares have been issued.  As a result
of  these  issuances,  88,826  shares  remain  issuable  pursuant to unexercised
warrants.  These  shares are being transferred to this Registration Statement to
take advantage of the current eligibility of AirGate PCS to utilize Form S-3.

PROSPECTUS

        88,826 SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF WARRANTS

                                   AIRGATE PCS

                                  COMMON STOCK
                             _______________________

     We  are  offering 88,826 shares of common stock issuable by us from time to
time  upon  exercise  of  warrants  sold  by us in our units offering, which was
completed  on  September  30, 1999.  The warrants became separately transferable
from  the  units  on  October  21,  1999.  Each  warrant  entitles the holder to
purchase,  prior  to the expiration date, 2.148 shares of our common stock at an
exercise price of $.01 per share.  As of March 1, 2001, 555,574 shares of common
stock had been issued pursuant to warrant exercises and warrants to purchase the
88,826  shares  being  offered  hereby  remained  outstanding.

     The  exact  number  of shares of common stock offered under this prospectus
may  be  subject  to  adjustment to prevent dilution of the warrant value.  This
prospectus  includes  such  additional  shares of common stock, which as of this
date is indeterminable,  that we may have to issue and sell to avoid dilution of
the  warrants.

     The warrants will expire on October 1, 2009. All expenses of this offering,
other  than  commissions and discounts of broker-dealers and market makers, will
be  paid  by  us.
     Our  common  stock is listed on the Nasdaq National Market and trades under
the ticker symbol: "PCSA." On  March 9, 2001, the closing bid price of one share
of  AirGate  PCS  common  stock  on  the  Nasdaq  National  Market  was $46.188.
THIS  INVESTMENT  INVOLVES  RISK.  SEE  "INVESTMENT CONSIDERATIONS" BEGINNING ON
PAGE  3.
                             _______________________
      NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
   COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
                                CRIMINAL OFFENSE.
                             _______________________
The  date  of  this  prospectus  is  March  23,  2001.
                                   AIRGATE PCS

     We  market and provide digital personal communication services, or PCS.  We
are  a  network  affiliate  of  Sprint PCS, the personal communications services
group  of  Sprint  Corporation.  Sprint  PCS,  directly  and  indirectly through
affiliates  such as us, provides wireless services in more than 4,000 cities and
communities  across  the  country.

On  July  22,  1998,  we  entered  into  a  management agreement with Sprint PCS
whereby  we  became the Sprint PCS affiliate with the exclusive right to provide
100%  digital,  100% PCS services under the Sprint and Sprint PCS brand names in
our  territory  in  the  southeastern  United  States.  We  completed  our radio
frequency  design, network design and substantial site acquisition and cell site
engineering, and commenced construction of our PCS network in November 1998.  In
January  2000  we  began  commercial  operations with the launch of four markets
covering  2.2  million  residents in our Sprint PCS territory.  By September 30,
2000,  we  had  launched  commercial  PCS  service in all of the 21 markets that
comprise our Sprint PCS territory.  At December 31, 2000, we provided Sprint PCS
services  to  103,440  subscribers.
     Sprint  PCS  has invested $44.6 million to purchase the PCS licenses in our
territory  and  incurred  additional  expenses for microwave clearing. Under our
long-term  agreements  with  Sprint  PCS,  we  manage the network on Sprint PCS'
licensed  spectrum  as  well  as  use  the  Sprint  and  Sprint  PCS brand names
royalty-free  during  our  affiliation  with  Sprint PCS. We also have access to
Sprint  PCS'  national  marketing  support  and  distribution  programs  and are
entitled  to  buy  network  and  subscriber  equipment  and handsets at the same
discounted  rates  offered  by  vendors  to Sprint PCS based on its large volume
purchases.  In exchange for these and other benefits, we are entitled to receive
92%, and Sprint PCS is entitled to retain 8%, of collected service revenues from
customers  in  our Sprint PCS territory and roaming received from non-Sprint PCS
customers.  We  are  entitled  to  100%  of  revenues collected from the sale of
handsets  and  accessories  and  on  roaming  revenues  received when Sprint PCS
customers  from  a  different territory make a wireless call on our PCS network.
Through  December  31,  2000,  we  have  made  $194.1  million  of  capital
expenditures  related to the build-out of our PCS network.  We were able to open
the network for a portion of our territory for roaming coverage along Interstate
85  between Atlanta, Georgia and Charlotte, North Carolina in November 1999.  In
the  three months ended March 31, 2000, we launched commercial PCS operations in
the  Greenville-Spartanburg,  Anderson  and Myrtle Beach, South Carolina markets
and  the Hickory, Asheville, Wilmington and Rocky Mount, North Carolina markets.
In  the  three months ended June 30, 2000, we launched commercial PCS operations
in  the  Charleston,  Columbia and Florence, South Carolina markets, the Augusta
and  Savannah,  Georgia  markets  and  the  Goldsboro,  Jacksonville,  New Bern,
Orangeburg,  Roanoke  Rapids  and Greenville-Washington, North Carolina markets.
In  the  three  months  ended  September  30,  2000,  we launched commercial PCS
operations  in  the  Greenwood  and Sumter, South Carolina markets and the Outer
Banks,  North  Carolina  market.  At  December  31, 2000, our Sprint PCS network
covered  5.6  million  of  the 7.1 million residents in our Sprint PCS territory
based  on  2000  U.S.  Census  Department  data.
Our  principal  executive  offices  are  located  at Harris Tower, 233 Peachtree
Street, NE, Suite 1700, Atlanta, Georgia 30303 and our telephone number is (404)
525-7272.
                                 USE OF PROCEEDS
     The  proceeds  to  be received from the exercise of the remaining warrants,
assuming all warrants are exercised will be approximately $888.00.  We intend to
use  the  proceeds  from  the  exercise  of these warrants for general corporate
purposes  including  working  capital.

                            INVESTMENT CONSIDERATIONS

     The  following  investment  considerations  update  the  investment
considerations  contained  in  our Annual Report on Form 10-K for the year ended
September  30,  2000.

RISKS  PARTICULAR  TO  AIRGATE  PCS

     The  termination  of our affiliation with Sprint PCS or Sprint PCS' failure
to  perform  its  obligations  under  our agreements would severely restrict our
ability  to  conduct  our  business

     Our ability to offer Sprint PCS products and services and our PCS network's
operation  are  dependent  on  our  Sprint  PCS agreements being renewed and not
terminated.  Each  of  these  agreements  can  be  terminated  for breach of any
material  terms.  We  are  dependent  on  Sprint  PCS'  ability  to  perform its
obligations  under  the Sprint PCS agreements. The non-renewal or termination of
any  of  the  Sprint  PCS agreements or the failure of Sprint PCS to perform its
obligations  under the Sprint PCS agreements would severely restrict our ability
to  conduct  our  business.

     We may not receive as much Sprint PCS roaming revenue in the future because
Sprint  PCS  can  change  the rate we receive, or fewer people may travel in our
network area or cost of revenue may be affected by our customers spending more
time outside our network area

     We  are  paid  a  fee  from  Sprint  PCS for every minute that a Sprint PCS
subscriber  based  outside  of  our territory uses our network; we refer to such
fees  as roaming revenue. Similarly, we pay a fee to Sprint PCS for every minute
that  our  customers use the Sprint PCS network outside of our markets; we refer
to  such  fees  as  roaming fees. For calendar 2001, Sprint PCS has set the base
roaming  rate  at  $0.20  per  minute,  the  same rate utilized in 2000. Roaming
revenue  will  continue to represent a substantial portion of our revenue in the
near future. Under our agreements with Sprint PCS, Sprint PCS can change the fee
we  receive  for  each Sprint PCS roaming minute or pay for each roaming minute.
The  change by Sprint PCS in the roaming revenue we are paid could substantially
decrease  our revenues and net income. In addition, our customers may spend more
time  in  other Sprint PCS coverage areas than Sprint PCS customers from outside
our  Sprint  PCS  territory spend in our Sprint PCS territory or may not use our
services.  As  a  result,  we may not receive a substantial amount of Sprint PCS
roaming  revenue  or  we  may  have to pay more Sprint PCS roaming fees than the
roaming  revenue  we  collect.

     If  Sprint  PCS  does  not  complete the construction of its nationwide PCS
network,  we  may  not  be  able  to  attract  and  retain  customers

Sprint  PCS'  network  may not provide nationwide coverage to the same extent as
its  competitors, which could adversely affect our ability to attract and retain
customers.  Sprint  PCS  is  creating  a  nationwide PCS network through its own
construction  efforts  and  those  of its affiliates. Today, Sprint PCS is still
constructing  its  nationwide network and does not offer PCS services, either on
its  own  network or through its roaming agreements, in every city in the United
States.  Sprint PCS has entered into affiliation agreements similar to ours with
companies  in  other  territories  pursuant  to  its  nationwide  PCS  build-out
strategy.  Our  results  of  operations  are  dependent  on Sprint PCS' national
network and, to a lesser extent, on the networks of its other affiliates. Sprint
PCS  and its affiliate program are subject, to varying degrees, to the economic,
administrative,  logistical,  regulatory and other risks described in other risk
factors  contained  below.  Sprint PCS' and its other affiliates' PCS operations
may  not  be  successful.

     We  have  a  limited operating history and if we do not successfully manage
our  anticipated  rapid  growth,  our  operating  performance  may  be adversely
impacted

We  launched  commercial  operations in January 2000 and have grown our employee
base to 372 employees as of December 31, 2000. Our performance as a PCS provider
depends  on  our  ability  to  implement operational and administrative systems,
including  the  training  and management of our engineering, marketing and sales
personnel.  These  activities  are  expected to place demands on our managerial,
operational  and  financial  resources.

     The  inability of Sprint PCS to maintain high quality back office services,
or  our  inability  to  use  Sprint  PCS'  back-office  services and third party
vendors'  back-  office  systems  could  disrupt  our  business

     Our  operations  could be disrupted if Sprint PCS is unable to maintain and
expand  its  back  office  services  such  as  customer  activation, billing and
customer  care  in  a  high  quality  manner,  or to efficiently outsource those
services  and systems through third party vendors. Such disruption could include
increased accounts receivable and customer churn.  The rapid expansion of Sprint
PCS'  business  is  expected  to continue to pose a significant challenge to its
internal  support  systems.  Additionally,  Sprint PCS has relied on third-party
vendors  for  a  significant number of important functions and components of its
internal  support  systems  and  may  continue  to  rely on these vendors in the
future.  We depend on Sprint PCS' willingness to continue to offer such services
to  us  and  to  provide  these  services  at  competitive costs. Our Sprint PCS
agreements  provide that, upon nine months' prior written notice, Sprint PCS may
elect  to  terminate  any  such service beginning January 1, 2002. If Sprint PCS
terminates  a  service  for  which  we  have  not  developed  a  cost-effective
alternative,  our  operating  costs may increase and may restrict our ability to
operate  successfully.

     We  have  substantial debt that we may not be able to service and a failure
to  service  our  debt  may  result  in  our  lenders  controlling  our  assets

     Our  substantial  debt will have a number of important consequences for our
operations  and  our  investors,  including  the  following:

-     we  will  have  to  dedicate  a  substantial portion of any cash flow from
operations to the payment of interest on, and principal of, our debt, which will
reduce  funds  available  for  other  purposes;

-     we  have  a fully-financed business plan, but we may not be able to obtain
additional  financing  for currently unanticipated capital requirements, capital
expenditures,  working  capital  requirements  and  other  corporate  purposes;

-     some of our debt, including our financing from Lucent, will be at variable
rates of interest, which could result in higher interest expense in the event of
increases  in  market  interest  rates;  and

-     due  to  the  liens  on substantially all of our assets and the pledges of
stock  of  our  existing and future subsidiaries that secure our senior debt and
our  senior  subordinated  discount  notes,  lenders  or  holders  of our senior
subordinated  discount  notes may control our assets or our subsidiaries' assets
in  the  event  of  a  default.

     As  of  December  31,  2000,  our outstanding long-term debt totaled $229.1
million.  Under  our  current  business  plan,  we  expect  to incur substantial
additional debt before achieving break-even operating cash flow. Accordingly, we
will  utilize  some  portion,  if  not  all,  of the $98.0 million of additional
available  borrowings  under  our  financing  from  Lucent.

     If we do not meet all of the conditions required under our Lucent financing
documents,  we  may  not  be  able  to  draw down all of the funds we anticipate
receiving  from  Lucent and may not be able to fund operating losses and working
capital  needs

     As  of  December  31,  2000, we had borrowed $55.5 million from Lucent. The
remaining  $98.0  million, a portion of which we expect to borrow in the future,
is  subject  to  our  meeting  all  of the conditions specified in the financing
documents  and,  in  addition,  is subject at each funding date to the following
conditions:

that  the  representations  and  warranties  in  the loan documents are true and
correct;  and

-     the  absence  of  a  default  under  our  loan  documents.

     If  we  do  not  meet these conditions at each funding date, Lucent may not
lend  any or all of the remaining amounts, and if other sources of funds are not
available,  we  may not be in a position to meet the operating cash needs of our
business.

     We  may have difficulty in obtaining subscriber equipment required in order
to  attract  customers

     We  depend  on  equipment  vendors  for  an  adequate  supply of subscriber
equipment,  including  handsets.  If  the  supply  of  subscriber  equipment  is
inadequate  or  delayed,  we  may  have  difficulty  in  attracting  customers.

     Conflicts  with  Sprint  PCS  may not be resolved in our favor, which could
restrict  our ability to manage our business and provide Sprint PCS products and
services

     Conflicts between us and Sprint PCS may arise and their resolution may harm
our business. For example, Sprint PCS prices its national plans based on its own
objectives  and  could  set price levels that may not be economically sufficient
for  our  business. In addition, upon expiration, Sprint PCS could decide to not
renew  the  Sprint PCS agreements which would not be in our best interest or the
interest  of  our stockholders. There may be other conflicts such as the setting
of  the  price  we  pay  for  back  office services and the focus of Sprint PCS'
management  and  resources.

     If  we  fail  to  pay  our debt, our lenders have the option of selling our
loans to Sprint PCS, giving Sprint PCS certain rights of a creditor to foreclose
on  our  assets

     Sprint  PCS  has  contractual  rights,  triggered by an acceleration of the
maturity of our financing from Lucent, pursuant to which Sprint PCS may purchase
our  obligations to Lucent under the financing and obtain the rights of a senior
lender.  To  the  extent  Sprint  PCS  purchases  these obligations, Sprint PCS'
interests as a creditor could conflict with ours. Sprint PCS' rights as a senior
lender  would  enable  it  to  exercise  rights  with  respect to our assets and
continuing  relationship  with  Sprint  PCS  in a manner not otherwise permitted
under  our  Sprint  PCS  agreements.

Certain  provisions of our agreements with Sprint PCS may diminish the valuation
of  our  company

     Provisions  of  our Sprint PCS agreements could affect the valuation of our
company,  thereby,  among  other  things,  reducing  the  market  prices  of our
securities  and  decreasing our ability to raise additional capital necessary to
complete our network build-out. Under our agreements with Sprint PCS, subject to
the  requirements  of applicable law, there are circumstances under which Sprint
PCS  may  purchase  our operating assets or capital stock for 72% of the "entire
business  value"  of  our  company,  as defined in our management agreement with
Sprint  PCS.  In  addition, Sprint PCS must approve any change of control of our
ownership  and  consent  to  any  assignment  of our agreements with Sprint PCS.
Sprint  PCS  also has been granted a right of first refusal if we decide to sell
our  operating  assets.  We  are also subject to a number of restrictions on the
transfer of our business including the prohibition on selling our company or our
operating  assets  to  a  number  of  identified  and  as  yet  to be identified
competitors  of Sprint PCS or Sprint. These and other restrictions in our Sprint
PCS  agreements may limit the saleability and/or reduce the value a buyer may be
willing  to  pay for our business and may operate to reduce the "entire business
value"  of  our  company.

     We  may  not  be  able  to compete with larger, more established businesses
offering  similar  products  and  services

Our  ability  to  compete  depends,  in  part,  on our ability to anticipate and
respond  to  various  competitive  factors  affecting  the  telecommunications
industry,  including  new  services  that may be introduced, changes in consumer
preferences,  demographic  trends,  economic  conditions  and  discount  pricing
strategies  by competitors. We compete in our territory with at least four other
wireless  service  providers,  each of which have an infrastructure in place and
have  been  operational  for  a number of years. They have significantly greater
financial  and  technical  resources  than we do, could offer attractive pricing
options and may have a wider variety of handset options. We expect that existing
cellular  providers  will  upgrade  their  systems and provide expanded, digital
services  to  compete  with  the Sprint PCS products and services that we offer.
These  wireless  providers  require  their  customers  to  enter  into long-term
contracts,  which  may  make  it more difficult for us to attract customers away
from  them.  Sprint  PCS  generally does not require its customers to enter into
long-term  contracts,  which  may make it easier for other wireless providers to
attract  Sprint PCS customers away from Sprint PCS. We also compete with several
PCS  providers  and  other  existing  communications companies in our Sprint PCS
territory.  A  number  of  our  cellular and PCS competitors have access to more
licensed  spectrum  than  the  10  MHz  licensed to Sprint PCS in our Sprint PCS
territory.  In  addition,  any  competitive  difficulties  that  Sprint  PCS may
experience  could  also  harm  our  competitive  position  and  success.
     The  technology  we  use  has  limitations  and  could  become  obsolete

     We employ digital wireless communications technology selected by Sprint PCS
for its network. Code division multiple access, CDMA, technology is a relatively
new  technology.  CDMA may not provide the advantages expected by Sprint PCS. If
another  technology  becomes  the  preferred  industry  standard, we may be at a
competitive  disadvantage  and  competitive  pressures may require Sprint PCS to
change  its digital technology which, in turn, may require us to make changes at
substantially  increased  costs. We may not be able to respond to such pressures
and  implement  new  technology  on  a  timely  basis, or at an acceptable cost.

     If Sprint PCS customers are not able to roam instantaneously or efficiently
onto  other  wireless  networks,  prospective  customers  could be deterred from
subscribing  for  our  Sprint  PCS  services

     The  Sprint  PCS  network operates at a different frequency and uses or may
use  a different technology than many analog cellular and other digital systems.
To  access  another  provider's analog cellular or digital system outside of the
Sprint  PCS  network,  a  Sprint  PCS  customer  is  required  to  utilize  a
dual-band/dual-mode  handset  compatible with that provider's system. Generally,
because  dual-band/dual-mode  handsets  incorporate  two radios rather than one,
they  are more expensive and are larger and heavier than single-band/single-mode
handsets.  The  Sprint  PCS network does not allow for call hand-off between the
Sprint  PCS  network  and another wireless network, thus requiring a customer to
end  a  call  in  progress  and  initiate a new call when leaving the Sprint PCS
network  and  entering another wireless network. In addition, the quality of the
service provided by a network provider during a roaming call may not approximate
the  quality  of the service provided by Sprint PCS. The price of a roaming call
may  not  be  competitive  with  prices  of other wireless companies for roaming
calls,  and  Sprint  PCS  customers  may  not be able to use Sprint PCS advanced
features,  such  as  voicemail  notification,  while  roaming.

     Our  territory  has  limited  licensed  spectrum,  and  this may affect the
quality  of  our  service,  which  could impair our ability to attract or retain
customers

     Sprint PCS has licenses covering 10 MHz in our territory. In the future, as
our  customers in those areas increase in number, this limited licensed spectrum
may  not  be  able  to  accommodate  increases  in  call  volume and may lead to
increased  dropped  calls  and may limit our ability to offer enhanced services.

     Non-renewal  or  revocation  by  the  FCC  of the Sprint PCS licenses would
significantly  harm  our  business

     PCS licenses are subject to renewal and revocation. Sprint PCS' licenses in
our  territory  will  expire  in 2007 but may be renewed for additional ten year
terms.  There  may  be  opposition to renewal of Sprint PCS' licenses upon their
expiration  and  the Sprint PCS licenses may not be renewed. The FCC has adopted
specific  standards  to  apply to PCS license renewals. Failure by Sprint PCS to
comply  with  these  standards  in  our  territory  could  cause  revocation  or
forfeiture  of  the  Sprint  PCS licenses for our territory or the imposition of
fines  on  Sprint  PCS  by  the  FCC.

     If  we  lose the right to install our equipment on wireless towers owned by
other carriers or fail to obtain zoning approval for our cell sites, we may have
to  rebuild  our  network

     More  than  99%  of our cell sites are co-located on facilities shared with
one  or  more  wireless  providers. We co-locate a large portion of our sites on
facilities  that  are  owned  by  only  a  few  tower  companies.  If our master
collocation  agreements  with one of those tower companies were to terminate, or
if  one  of  those tower companies were otherwise not able to support our use of
its  tower  sites,  we  would  have  to find new sites, and if the equipment had
already  been  installed,  we might have to rebuild that portion of our network.
Some  of  the  cell sites are likely to require us to obtain zoning variances or
other  local  governmental or third party approvals or permits. We may also have
to make changes to our radio frequency design as a result of difficulties in the
site  acquisition  process.

The loss of the officers and skilled employees who we depend upon to operate our
business  could  reduce  our  ability  to offer Sprint PCS products and services
     The  loss  of  one  or  more key officers could impair our ability to offer
Sprint  PCS  products and services. Our business is managed by a small number of
executive officers. We believe that our future success will also depend in large
part  on  our continued ability to attract and retain highly qualified technical
and  management  personnel.  We  believe  that  there is and will continue to be
intense  competition  for  qualified personnel in the PCS equipment and services
industry  as  the  PCS  market continues to develop. We may not be successful in
retaining  our  key  personnel  or  in  attracting  and  retaining  other highly
qualified  technical  and management personnel. We currently have "key man" life
insurance  for  our  chief  executive  officer.

     We may not achieve or sustain operating profitability or positive cash flow
from  operating  activities

     We expect to incur significant operating losses and to generate significant
negative  cash flow from operating activities until the second quarter of fiscal
year  2002 while we develop and construct our PCS network and build our customer
base.  Our  operating  profitability  will  depend upon many factors, including,
among  others,  our ability to market our services, achieve our projected market
penetration  and  manage  customer  turnover  rates.  If  we  do not achieve and
maintain  operating  profitability  and  positive  cash  flow  from  operating
activities  on  a  timely  basis,  we  may  not be able to meet our debt service
requirements.

     Unauthorized  use  of  our  Sprint  PCS  network could disrupt our business

     We  will likely incur costs associated with the unauthorized use of our PCS
network,  including  administrative and capital costs associated with detecting,
monitoring  and  reducing  the incidence of fraud. Fraud impacts interconnection
costs, capacity costs, administrative costs, fraud prevention costs and payments
to  other  carriers  for  unbillable  fraudulent  roaming.

     Our  agreements  with  Sprint PCS, our certificate of incorporation and our
bylaws include provisions that may discourage, delay and/or restrict any sale of
our  operating  assets  or  common  stock  to  the  possible  detriment  of  our
stockholders

Our agreements with Sprint PCS restrict our ability to sell our operating assets
and  common stock. Generally, Sprint PCS must approve a change of control of our
ownership  and  consent to any assignment of our agreements with Sprint PCS. The
agreements  also  give  Sprint PCS a right of first refusal if we decide to sell
our  operating  assets to a third party. These restrictions, among other things,
could  discourage, delay or make more difficult any sale of our operating assets
or  common  stock. This could have a material adverse effect on the value of our
common  stock  and could reduce the price of our company in the event of a sale.
Provisions  of our certificate of incorporation and bylaws could also operate to
discourage, delay or make more difficult a change in control of our company. Our
certificate of incorporation, which contains a provision acknowledging the terms
under  the  management  agreement  and a consent and agreement pursuant to which
Sprint  PCS  may buy our operating assets, has been duly authorized and approved
by  our  board  of directors and our stockholders. This provision is intended to
permit  the sale of our operating assets pursuant to the terms of the management
agreement  or  a  consent  and  agreement  with  our  lenders  without  further
stockholder  approval.
INDUSTRY  RISKS

     Wireless  service  providers  generally  experience a high rate of customer
turnover  which  would  increase  our costs of operations and reduce our revenue

     Our  strategy to reduce customer turnover, commonly known as churn, may not
be  successful.  Our average monthly churn (net of 30 day returns) for the three
months  ended  December  31, 2000 was 2.9%. As a result of customer turnover, we
lose  the  revenue  attributable  to  these  customers and increase the costs of
establishing and growing our customer base. The rate of customer turnover may be
the  result  of  several  factors,  including  customer  care  concerns; network
coverage;  reliability  issues  such as blocked calls, dropped calls and handset
problems;  non-use  of phones; non-use of customer contracts, pricing; and other
competitive  factors.

     Wireless  providers  offering  services  based on lower cost structures may
reduce  demand  for  PCS

     Other  wireless  providers  enjoy  economies  of scale that can result in a
lower  cost  structure  for  providing  wireless  services.  Rapid technological
changes  and  improvements  in  the  telecommunications market could lower other
wireless  providers'  cost  structures in the future. These factors could reduce
demand  for  PCS  because  of  competitors'  ability  to  provide other wireless
services  at  a  lower  price.  There  is  also  uncertainty as to the extent of
customer  demand  as  well  as the extent to which airtime and monthly recurring
charges may continue to decline. As a result, our future prospects, those of our
industry,  and  the  success  of  PCS  and  other  competitive  services, remain
uncertain.

     Alternative  technologies  and current uncertainties in the wireless market
may  reduce  demand  for  PCS

Technological  advances  and industry changes could cause the technology used on
our  network  to  become obsolete. We may not be able to respond to such changes
and  implement  new  technology  on  a  timely  basis, or at an acceptable cost.

     The  wireless  telecommunications  industry  is  experiencing  significant
technological change, as evidenced by the increasing pace of digital upgrades in
existing  analog  wireless  systems,  evolving  industry  standards,  ongoing
improvements  in  the  capacity  and  quality  of  digital  technology,  shorter
development  cycles  for  new  products and enhancements and changes in end-user
requirements  and  preferences.

     If  we were unable to keep pace with these technological changes or changes
in  the telecommunications market based on the effects of consolidation from the
Telecommunications  Act  of  1996  or  from the uncertainty of future government
regulation,  the technology used on our network or our current business strategy
may  become  obsolete. In addition, wireless carriers are seeking to implement a
new  "third  generation," or "3G," technology throughout the industry. There can
be  no  assurance  that we can implement the new 3G technology successfully on a
cost-effective  basis.

Regulation by government agencies may increase our costs of providing service or
require  us  to  change our services, either of which could impair our financial
performance
     The  licensing,  construction,  use,  operation,  sale  and interconnection
arrangements  of  wireless  telecommunications  systems are regulated to varying
degrees  by  the  FCC, the Federal Aviation Administration and, depending on the
jurisdiction,  state  and  local  regulatory  agencies  and  legislative bodies.
Adverse  decisions  regarding  these  regulatory  requirements  could negatively
impact  our operations and our cost of doing business. Our Sprint PCS agreements
reflect  an  affiliation that the parties believe meets the FCC requirements for
licensee  control  of  licensed  spectrum. If the FCC were to determine that our
Sprint  PCS  agreements  need  to  be modified to increase the level of licensee
control,  we  have  agreed with Sprint PCS to use our best efforts to modify the
agreements  as  necessary  to cause the agreements to comply with applicable law
and  to  preserve  to the extent possible the economic arrangements set forth in
the  Sprint PCS agreements. If the Sprint PCS agreements cannot be modified, the
Sprint  PCS  agreements  may  be  terminated  pursuant  to  their  terms.

     Use  of  hand-held  phones may pose health risks, which could result in the
reduced  use  of  our  services  or  liability  for  personal  injury  claims

Media  reports  have  suggested  that  certain  radio  frequency  emissions from
wireless  handsets  may  be linked to various health problems, including cancer,
and  may  interfere  with  various electronic medical devises, including hearing
aids and pacemakers.  Concerns over radio frequency emissions may discourage use
of  wireless  handsets  or  expose  us  to  potential litigation.  Any resulting
decrease  in  demand for our services, or costs of litigation and damage awards,
could  impair  our  ability  to  profitably  operate  our  business.
                              PLAN OF DISTRIBUTION

     All  or  a  portion  of  the common stock offered by this prospectus may be
delivered  upon  exercise  of  the warrants by the warrant holder.  Subject to a
suspension  period, the warrant holder may exercise their warrant(s) at any time
at a per share exercise price of $.01 per underlying share of common stock.  The
costs  of  registering,  issuing  and  maintaining  an  effective  registration
statement  for  the shares of common stock underlying the warrants have been and
will  be  borne  by  us.  The  subsequent  sale  of  the  shares of common stock
underlying  the  warrants may be affected by the holder thereof in several ways,
including:

     on  the  Nasdaq  National  Market;
     in  the  over-the-counter  market;
     in  negotiated  transactions;
     through  put or call options transactions relating to the shares of AirGate
     PCS  common  stock;  and
     through  short  sales  or  a  combination  of  such  methods  of  sale.

These  transactions  may be made at market prices prevailing at the time of sale
or  at  negotiated  prices,  and  may  or  may  not  involve brokers or dealers.

     The warrant holders may sell shares of AirGate PCS common stock directly to
purchasers  or  to  or  through  broker-dealers,  which  may  act  as  agents or
principals.  Such  broker-dealers  may  receive  compensation  in  the  form  of
discounts,  concessions,  or  commissions  from  the  warrant holders and/or the
purchasers  of  shares  of AirGate PCS common stock for whom such broker-dealers
may  act as agents or to whom they sell as principal, or both.  Any compensation
as  to  a  particular broker-dealer might be in excess of customary commissions.

If  we  are  notified by a warrant holder that any material arrangement has been
entered  into  with a broker-dealer for the sale of shares of AirGate PCS common
stock  through:

     a  block  trade,
     a  special  offering,
     an  exchange  distribution,
     a  secondary  distribution  or
     a  purchase  by  a  broker  or  dealer,

then  a  supplement  to  this prospectus will be filed, if required, pursuant to
Rule  424(b)  under  the  Act,  disclosing:

     the  name  of  each  such  shareholder  and  of  the  participating
     broker-dealer(s),
     the  number  of  shares  involved,
     the  price  at  which  such  shares  were  sold,
     the  commissions  paid  or  discounts  or  concessions  allowed  to  such
     broker-dealer(s),  where  applicable,
     that  such broker-dealer(s) did not conduct any investigation to verify the
     information set out or incorporated by reference in this prospectus, and
     other  facts  material  to  the  transaction.

                       WHERE YOU CAN FIND MORE INFORMATION

     We  file reports, proxy statements and other information with the SEC.  You
can  obtain  copies  of  those  reports, proxy statements and other information:

-     at  the  Public Reference Room of the SEC, Room 1024, Judiciary Plaza, 450
      Fifth  Street,  N.W.,  Washington,  D.C.  20549;
-     at  the public reference facilities of the SEC's regional offices at Seven
      World  Trade  Center, 13th Floor, New York New York 10048 or Northwestern
      Atrium Center,  500  West  Madison  Street,  Suite  1400,  Chicago
      Illinois  60661;
-     from  the  Internet  site  that  the  Commission  maintains  at
      http://www.sec.gov, which contains reports, proxy and information
      statements and other  information  regarding issuers that file
      electronically with the SEC; and
-     at  the  offices of The Nasdaq Stock Market, Inc., Reports Section, 1735 K
      Street,  N.W.,  Washington,  D.C.  20006.

You  may  obtain information on the operation of the SEC's Public Reference Room
by  calling  the  Commission  at  1-800-SEC-0330.

          This prospectus is part of a registration statement that we filed with
the  SEC.  The  registration  statement  contains  more  information  than  this
prospectus  regarding  us and our common stock, including certain exhibits.  You
can  get  a copy of the registration statement (Registration No. 333-56928) from
the  locations  listed  above.

                           INCORPORATION BY REFERENCE

     The  Commission  allows us to "incorporate by reference" the information we
file with them, which means that we can disclose important information to you by
referring  you  to those documents. The information incorporated by reference is
considered  to  be  part  of this prospectus, and information that we file later
with the Commission will automatically update and supersede this information. We
incorporate  by  reference  the documents listed below and any future filings we
will  make  with  the Commission under Sections 13(a), 13(c), 14 or 15(d) of the
Securities  Exchange  Act  of  1934:

1.     Our  Annual  Report  on Form 10-K for the fiscal year ended September 30,
2000;

2.     Our  Quarterly  Report  on  Form  10-Q for the quarter ended December 31,
2000;

3.     All  other reports filed by us pursuant to Section 13(a) and 13(d) of the
Exchange  Act  since  February  8,  2001;

4.     The  description  of  our  common  stock  contained  in  our Registration
Statement  on  Form  8-A  (File  No.  0-27455),  as filed with the Commission on
September  24,  1999;  and

5.     All  other  documents subsequently filed by us pursuant to Section 13(a),
13(c),  14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment  to  this  prospectus  that indicates that all securities offered have
been  sold.

Any statement contained in a document incorporated or deemed incorporated herein
by  reference  shall  be  deemed to be modified or superseded for the purpose of
this  prospectus  to  the  extent  that  a  statement contained herein or in any
subsequently  filed  document  which  also  is, or is deemed to be, incorporated
herein by reference modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to  constitute  a  part  of  this  prospectus.

You  may  request  a  copy  of these filings and any future filings incorporated
herein,  at  no  cost,  by  writing  or  telephoning  Ms.  Barbara L. Blackford,
Corporate  Secretary,  at  the  following  address:

AirGate  PCS
Harris  Tower
233  Peachtree  Street,  Suite  1700
Atlanta,  Georgia  30303
(404)  525-7272
     This  prospectus is part of a registration statement we filed with the SEC.
You  should  rely  only  on  the information or representations provided in this
prospectus. We have authorized no one to provide you with different information.
We  are  not making an offer of these securities in any state where the offer is
not  permitted. You should not assume that the information in this prospectus is
accurate  as  of  any  date  other  than  the date on the front of the document.

              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
     This  prospectus  and  the  information incorporated by reference in it, as
well  as any prospectus supplement that accompanies it, include "forward-looking
statements"  within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act.  We intend the forward-looking statements to be covered
by  the safe harbor provisions for forward-looking statements in these sections.
All  statements regarding our expected financial position and operating results,
our  business  strategy  and our financing plans are forward-looking statements.
These statements can sometimes be identified by our use of forward-looking words
such  as  "may,"  "will,"  "anticipate,"  "estimate," "expect," or "intend."  We
cannot  promise  that  our  expectations in such forward-looking statements will
turn  out  to be correct.  Our actual results could be materially different from
and  worse than our expectations.  Important factors that could cause our actual
results to be materially different from our expectations include those discussed
under  the  caption  "Investment  Considerations."

                                 LEGAL OPINIONS
     The  validity  of the shares of AirGate PCS common stock offered hereby has
been  passed  upon  for  the  Company  by  Alston  & Bird LLP, Atlanta, Georgia.
                                     EXPERTS
     The consolidated financial statements and schedule of AirGate PCS, Inc.
 and subsidiaries as  of  September  30, 2000 and 1999, and for the year ended
 September 30, 2000, the  nine month period ended September 30, 1999, and the
 year ended December 31, 1998, and the related financial statement schedule,
 have  been  incorporated  by  reference  in the registration statement in
reliance  upon the reports of KPMG LLP, independent certified public
accountants, incorporated  by  reference herein,  and  upon the authority of
said firm as experts in accounting  and  auditing.









          [LOGO]


                                     AIRGATE PCS, INC.



 No  dealer,  salesperson,  or  other  person  has  been  authorized to give any
information  or  make  any representations not contained in this prospectus.  If
such information is given or any such representations are made, they must not be
relied  upon as having been authorized by AirGate PCS.  This prospectus does not
constitute  an  offer  to  sell, or a solicitation of an offer to buy any of the
shares  of  AirGate  PCS  common  stock  offered  hereby,  to  any person in any
jurisdiction  in  which  such  offer  or  solicitation is unlawful.  Neither the
delivery  of  this  prospectus  nor  any  sale  made  hereunder shall, under any
circumstances,  create any implication that the information herein is correct as
of  any  time  subsequent to the date hereof or that there has been no change in
the  affairs  of  AirGate  PCS  since  such  date.




          88,826  SHARES

          COMMON  STOCK




          PROSPECTUS
  March 23,2001

                          TABLE OF CONTENTS


                                       Page
                                                                            ----
AirGate  PCS                              2
Use  of  Proceeds                         3
Invesement  Considerations                3
Plan  of  Distribution                   10
Where  You  Can  Find  More
 Information                             11
Incorporation  by  Reference             12
Cautionary  Note  Regarding
 Forward-Looking  Statements             13
Legal  Opinions                          13
Experts                                  13





                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM  14.  OTHER  EXPENSES  OF  ISSUANCE  AND  DISTRIBUTION

     AirGate  PCS, Inc. (the "Registrant") estimates that expenses in connection
with  the offering described in this Registration Statement will be as set forth
in  the  following  table.  All  amounts  shown  are  estimates  except  for the
Securities  and  Exchange  Commission  registration  fee.

Securities and Exchange Commission registration fee     $1,050.00
Printing and engraving expenses                         $1,000.00*
Accountants' fees and expenses                          $8,000.00*
Legal fees and expenses                                $15,000.00*
Fees  and  expenses  for  qualifications  under state
securities laws (including legal fees)                  $5,000.00*
Miscellaneous                                           $5,000.00*

                 Total                                  $35,050.00*

*  estimated  fees

ITEM  15.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

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

     The  Registrant  shall  indemnify  any  person  who was or is a party or is
threatened  to be made a party to, or is otherwise involved in, any action, suit
or  proceeding by reason of the fact that such person is or was a director or an
officer of the Registrant, whether the basis for such action or proceeding is an
alleged action in an official capacity as an officer or director or in any other
capacity  while  such  person  was  serving  as  a  director  or  officer of the
Registrant.  The  Registrant  shall  indemnify such person to the fullest extent
allowed  by  the Delaware law against all expense, liability and loss (including
attorney's  fees,  judgments,  fines, ERISA excise tax, or penalties and amounts
paid  in  settlement)  reasonably  incurred  or  suffered  by  the indemnitee in
connection  with  such  action  or  suit.  The  Registrant's  Certificate  of
Incorporation  also empowers the indemnitee to recover unpaid amounts of a claim
for  indemnification  by  bringing  suit  against  the Registrant to recover any
unpaid  amount  of  a  claim.

     The  right  to  indemnification  includes the right of the indemnitee to be
paid  by  the  Registrant  for  the  expenses  incurred  in  defending  any such
proceeding  in advance of its final disposition; provided, however, that, if the
Delaware  law  requires, an advancement of expenses incurred by an indemnitee in
his  or her capacity as a director or officer will be made only upon delivery to
the  Registrant  of an undertaking, by or on behalf of such indemnitee, to repay
all  amounts  advanced  if  it  shall ultimately be determined by final judicial
decision,  from  which there is no further right to appeal, that such indemnitee
is  not  entitled  to  be  indemnified  for  such  expenses.

     The  right  to  indemnification and to the advancement of expenses provided
for  by  the Certificate of Incorporation is not exclusive of any other right to
which  the indemnitee may have or hereinafter acquire.  Moreover, the Registrant
may  purchase  and maintain insurance, at its expense, to protect itself and any
director or officer of the Registrant against any liability asserted against him
or  her  in  any  such capacity, or arising out of such person's status as such,
whether or not the Registrant would have the power to indemnify him against such
liabilities  under  the  laws  of  Delaware.

     In  addition  to  indemnification provided to the Registrant's officers and
directors  in  the  Certificate of Incorporation and under the laws of Delaware,
the Registrant has entered into indemnification agreements with certain officers
and  directors  to  provide  them  with  further  assurances and protection from
liability  that  they  may  incur  in  their  respective positions and duties in
connection  with  any  public  offering  to  any  fiduciary obligation owed with
respect  to  the  Registrant  and its shareholders. The Registrant has agreed to
indemnify  and  hold  harmless, to the extent permitted under Delaware law, each
person  and  affiliated  person  (generally,  any  director,  officer, employee,
controlling  person,  agent,  or  fiduciary of the indemnified person), provided
that the indemnified person was acting or serving at the Registrant's request in
his  capacity  as  either  an  officer,  director, employee, controlling person,
fiduciary  or  other  agent  or  affiliate  of  the  Registrant.  Under  the
indemnification  agreements,  each  person  is  indemnified  against any and all
liabilities  (described  below)  that  occur  in connection with any threatened,
pending  or  completed  action, suit, proceeding, alternative dispute resolution
mechanism  or  hearing,  inquiry  or  investigation that such indemnitee in good
faith  believes  may  lead  to the institution of any such action whether civil,
criminal, administrative or other.  As a condition to receiving indemnification,
indemnitees  are  required  to  give  notice in writing to the Registrant of any
claim  for  which  indemnification  may  be  sought  under  such  agreement.

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

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

     Under  the  indemnification  agreement,  an  indemnitee  is  entitled  to
contribution  from  the  Registrant  for  losses,  claims,  damages, expenses or
liabilities  as well as other equitable considerations upon the determination of
a  court  of  competent jurisdiction that indemnification provided for under the
agreement is not available.  The amount contributed by the Registrant will be in
proportion,  as  appropriate,  to  reflect the relative benefits received by the
Registrant  and  the  indemnitee or, if such contribution is not permitted under
Delaware  law,  then  the  relative benefit will be considered with the relative
fault  of  both  parties  in  the  action  or  inaction  which  resulted in such
liability.  In  connection  with  the  registration  of  AirGate,  PCS,  Inc.'s
securities,  the  relative  benefits  received by the Registrant and indemnified
person  will  be  deemed  to  be  in  the same respective proportions of the net
proceeds  from  the  offering (less expenses) received by the Registrant and the
indemnified  person.  The  relative  fault of the Registrant and the indemnified
person  is  determined  by  reference  to  whether  the untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material
fact relates to information supplied by the Registrant or the indemnified person
and  their  relative intent, knowledge, access to information and opportunity to
correct  such  statement  or  omission.

     Contribution  paid takes into account the equitable considerations, if any,
instead of a pro rata or per capital allocation. In connection with the offering
of  the  Registrant  securities,  an  indemnified person will not be required to
contribute any amount in excess of the lessor of (1) the proportion of the total
of such losses, claims, damages, or liabilities indemnified against equal to the
proportion of the total securities sold under the registration statement sold by
the  indemnified  person  or (2) the proceeds received by the indemnified person
from  the  sale of securities under the registration statement.  No person found
guilty  of  fraudulent  misrepresentation, as defined in the agreement, shall be
entitled  to  contribution  from  any  person  who  was not found guilty of such
fraudulent  representation.

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

ITEM  16.  EXHIBITS

     The  exhibits  and  financial  statement  schedules  filed as a part of the
Registration  Statement  are  as  follows:

          (a)  List  of  Exhibits

3.1     Amended  and  Restated Certificate of Incorporation of AirGate PCS, Inc.
(Incorporated  by  reference to Exhibit 3.1 to the quarterly report on Form 10-Q
filed  by  the  company  with  the Commission on August 14, 2000 for the quarter
ended  June  30,  2000  (SEC  File  No.000-27455))

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

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

4.2     Form  of  warrant  issued  in units offering (included in Exhibit 10.15)

4.3.1     Form  of  Weiss, Peck and Greer warrants (Incorporated by reference to
Exhibit  4.3  to  the  Registration Statement on Form S-1/A filed by the company
with  the  Commission  on  August  9,  1999  (SEC  File  Nos.  333-79189-02  and
333-79189-01))

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

4.3.3     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 the company with the Commission on
September  23,  1999  (SEC  File  Nos.  333-79189-02  and  333-79189-01))

4.4     Form  of  unit  (included  in  Exhibit  10.15)

5.1     Opinion  of  Alston  &  Bird  LLP regarding legality of the common stock

10.1.1     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 the company
with  the  Commission  on  June  15,  1999  (SEC  File  Nos.  333-79189-02  and
333-79189-01))

10.1.2     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 PCS, Inc. (Incorporated by reference to Exhibit 10.1.2
to  the  annual  report on Form 10-K filed by the company with the Commission on
December 18, 2000 for the year ended September 30, 2000 (SEC File No.000-27455))

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

10.1.4     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  PCS,  Inc.  (Incorporated by reference to Exhibit
10.1.4  to  the  quarterly  report  on  Form  10-Q filed by the company with the
Commission  on  February  14,  2001 for the quarter ended December 31, 2000 (SEC
File  No.000-27455))


10.2     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 the company with the Commission on June 15,
1999  (SEC  File  Nos.  333-79189-02  and  333-79189-01))

10.3     Sprint  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 the company with the Commission on June 15, 1999 (SEC File Nos.
333-79189-02  and  333-79189-01))

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

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

10.5.1     Notice  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 quarterly report on Form 10-Q filed by the
company  with the Commission on February 14, 2001 for the quarter ended December
31,  2000  (SEC  File  No.000-27455))

10.5.2     Master  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 quarterly report on Form
10-Q  filed  by  the  company  with  the Commission on February 14, 2001 for the
quarter  ended  December  31,  2000  (SEC  File  No.000-27455))

10.5.3     Master  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 quarterly report on Form 10-Q filed by the company with
the Commission on February 14, 2001 for the quarter ended December 31, 2000 (SEC
File  No.000-27455))

10.6.1     Compass  Telecom,  L.L.C.  Construction  Management  Agreement
(Incorporated by reference to Exhibit 10.6 to the Registration Statement on Form
S-1/A  filed  by the company with the Commission on June 15, 1999 (SEC File Nos.
333-79189-02  and  333-79189-01))

10.6.2     First  Amendment  to Services Agreement between AirGate PCS, Inc. and
COMPASS  Telecom  Services, L.L.C. dated May 30, 2000 (Incorporated by reference
to  Exhibit  6.2  to the quarterly report on Form 10-Q filed by the company with
the  Commission on August 14, 2000 for the quarter ended June 30, 2000 (SEC File
No.000-27455))

10.7     Commercial  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
the company with the Commission on July 12, 1999 (SEC File Nos. 333-79189-02 and
333-79189-01))

10.7.1     Lease  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  quarterly  report  on  Form  10-Q filed by the company with the
Commission  on  February  14,  2001 for the quarter ended December 31, 2000 (SEC
File  No.000-27455))

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

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

10.10.1     Form of Executive Employment Agreement (Incorporated by reference to
Exhibit  10.10  to the Registration Statement on Form S-1/A filed by the company
with  the  Commission  on  July  12,  1999  (SEC  File  Nos.  333-79189-02  and
333-79189-01))

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

10.11.1     Form  of  AirGate  PCS,  Inc.  Option  Agreement  (Incorporated  by
reference  to  Exhibit 10.11.1 to the quarterly report on Form 10-Q filed by the
company  with  the  Commission on August 14, 2000 for the quarter ended June 30,
2000  (SEC  File  No.  000-27455))

10.12     Credit  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  the  company  with the
Commission  on September 17, 1999 (SEC File Nos. 333-79189-02 and 333-79189-01))

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

10.14     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 the company with the Commission on August 9, 1999 (SEC File Nos. 333-79189-02
and  333-79189-01))

10.15     Form  of  Warrant  Agreement  for  units  offering  (including from of
warrant  in  units  offering  and  form  of  unit) (Incorporated by reference to
Exhibit  10.15  to the Registration Statement on Form S-1/A filed by the company
with  the  Commission  on  September  23,  1999  (SEC File Nos. 333-79189-02 and
333-79189-01))

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

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

23.1     Consent  of  KPMG  LLP

23.2     Consent  of  Alston  &  Bird  LLP  (Included  in  Exhibit  5.1)

24.1     Power  of  Attorney


ITEM  17.  UNDERTAKINGS

     (a)     The  Registrant  hereby  undertakes:

     (1)  To  file, during any period in which offers or sales are being made, a
post-effective  amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  registration  statement  or  any material change to such information in the
registration  statement.

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

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

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

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

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



                                   SIGNATURES

     Pursuant  to the requirements of the Securities Act or 1933, the registrant
certifies  that  it  has  reasonable  grounds  to  believe  that  it  meets  the
requirements  for  filing  on Form S-3 and has duly caused this amendment to the
registration  statement to be signed on its behalf by the undersigned, thereunto
duly  authorized,  in  the  City of Atlanta, State of Georgia, on March 21, 2001

AIRGATE  PCS,  INC.


                                             By:  /s/  Thomas  M.  Dougherty
                                                   --------------------------
                                               Name:  Thomas  M.  Dougherty
                                               Title:  Chief  Executive  Officer


     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  dates  indicated.

    NAME                         TITLE                                   DATE
   ----                          -----                                   ----

/s/   *
---------------------
Thomas  M.  Dougherty     President,  Chief  Executive
                          Officer and  Director (Principal
                           Executive  Officer)                 March  21,  2001

/s/   *
 --------------------
Alan  B.  Catherall     Chief  Financial  Officer
                        (Principal  Financial  and
                         Accounting  Officer)                 March  21,  2001

/s/   *
--------------------
W. Chris Blane           Vice President of Business
                         Development and Director            March 21,  2001

/s/   *
--------------------
Thomas  D.  Body  III     Vice  President  of Strategic
                           Development and Director          March  21,  2001

/s/   *
--------------------
Barry  Schiffman               Director                     March  21,  2001

/s/   *
--------------------
Gill  Cogan                   Director                      March  21,  2001

/s/   *
--------------------
Robert  Ferchat               Director                      March 21,  2001

/s/   *
--------------------
John  R.  Dillon              Director                     March  21,  2001

By:  /s/  Barbara  L.  Blackford
     ---------------------------
      Barbara  L.  Blackford
      Attorney-in-fact



                                  EXHIBIT INDEX


                           EXHIBIT NO.     DESCRIPTION
                           -----------     -----------

5.1*     Opinion of Alston & Bird LLP as to the validity of the securities being
         registered,  including  consent

23.1     Consent  of  KPMG  LLP

23.2*    Consent  of  Alston  &  Bird  LLP  (Included  in  Exhibit  5)

24.1    Power  of  Attorney


  *  Previously  filed.