As filed with the Securities and Exchange Commission on February 28, 2001.
                              File No. 333-________
                              =====================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                        ________________________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------

                                AIRGATE PCS, INC.
               (Exact Name of Issuer as Specified in its Charter)
          DELAWARE                                             58-2422929
     (State or Other Jurisdiction of                      (I.R.S.  Employer
     Incorporation  or  Organization)                    Identification  Number)

                            HARRIS TOWER, SUITE 1700
                           233 PEACHTREE STREET, N.W.
                               ATLANTA, GA  30303
                                 (404) 525-7272
     (Address, including zip code, and telephone number of Principal Executive
                                    Offices)

               AIRGATE PCS, INC. 2001 EMPLOYEE STOCK PURCHASE PLAN
             AIRGATE PCS, INC. 2001 NON-EXECUTIVE STOCK OPTION PLAN
                            (Full Title of the Plans)

            BARBARA L. BLACKFORD                            COPY TO:
             AIRGATE PCS, INC.                         LAURA G. THATCHER
           HARRIS TOWER, SUITE 1700                    ALSTON & BIRD LLP
          233 PEACHTREE STREET, N.W.                  ONE ATLANTIC CENTER
             ATLANTA, GA  30303                  1201 WEST PEACHTREE STREET, NW
              (404) 832-6170                      ATLANTA, GEORGIA 30309-3424
  (Name, address, including zip code, and               (404) 881-7546
 telephone number, including area code,
          of agent for service)

<TABLE>
<CAPTION>

                          CALCULATION  OF  REGISTRATION  FEE


<S>                        <C>                <C>              <C>              <C>
                                              Proposed         Proposed         Amount of
Title of Securities . . .  Amount to          Maximum          Maximum          Registration Fee
to be Registered. . . . be Registered (1)   Offering Price     Aggregate
                                               Per Unit       Offering Price

   Common Stock. .  . .    350,000 (2)         $43.8125(2)      $15,334,375 (2)           $3,834
0.01 par value per share
</TABLE>



(1)  Includes  200,000  shares  currently  reserved  or  available  for issuance
pursuant  to the AirGate PCS, Inc. 2001 Employee Stock Purchase Plan and 150,000
shares currently reserved or available for issuance pursuant to the AirGate PCS,
Inc.  2001  Non-Executive Stock Option Plan (the "Plans").  The number of shares
being registered includes an indeterminate number of additional shares which may
be  necessary  to  adjust the number of shares reserved for issuance pursuant to
the  Plans  as the result of a stock split, stock dividend or similar adjustment
of  the  outstanding  Common  Stock  of  AirGate PCS, Inc. pursuant to 17 C.F.R.
230.416(a).
(2)     Estimated  solely  for  the  purpose of determining the registration fee
pursuant to Rule 457(h), as determined by the average of the high and low prices
quoted  on  the Nasdaq National Market as reported in the Wall Street Journal on
February  23,  2001,  which  was  $43.8125  per  share.

PART  I     INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS

     (a)     The  documents  constituting  Part I of this Registration Statement
will be sent or given to participants in the Plan as specified by Rule 428(b)(1)
under  the  Securities  Act  of  1933,  as  amended.

     (b)     Upon  written or oral request, the Registrant will provide, without
charge,  the  documents  incorporated  by reference in Item 3 of Part II of this
Registration  Statement.  The  documents  are  incorporated  by reference in the
Section  10(a)  prospectus.  The  Registrant  will also provide, without charge,
upon  written  or  oral  request,  other  documents  required to be delivered to
employees  pursuant  to  Rule  428(b).  Requests  for  the  above  mentioned
information, should be directed to Barbara L. Blackford, Corporate Secretary, at
(404)  832-6170.

PART  II.     INFORMATION  REQUIRED  IN  REGISTRATION  STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE

     The  following  documents  have  been  filed  by  AirGate  PCS,  Inc.  (the
"Registrant")  with  the  Securities  and Exchange Commission (the "Commission")
pursuant  to  the  Securities  Exchange  Act  of 1934, as amended (the "Exchange
Act"),  and  are  deemed to be a part hereof from the date of the filing of such
documents:

     (1)     The  Registrant's  Annual  Report  on  Form 10-K for the year ended
September  30,  2000;

     (2)     All other reports filed by the Registrant pursuant to Section 13(a)
or  15(d)  of  the  Exchange  Act  since  September  30,  2000;

     (3)     The  description  of  Registrant's  Common  Stock  contained  in
Registrant's  Form  8-A  (File  No.  0-27455), as filed with the SEC pursuant to
Section  12(g)  of  the  Exchange Act and Rule 12b-15 promulgated thereunder, on
September  24,  1999;  and

     (4)     All  other  documents subsequently filed by the Registrant 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 Registration Statement that indicates that
all  securities  offered  have been sold or that deregisters all securities that
remain  unsold.

     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  Registration Statement 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 Registration Statement.

ITEM  4.     DESCRIPTION OF SECURITIES.  The common stock to be offered pursuant
to  the  Plan  has  been  registered pursuant to Section 12 of the Exchange Act.
Accordingly,  a  description  of  the  common  stock  is  not  required  herein.


<PAGE>
ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.  Not  Applicable.

     The  validity  of  the  Common Stock offered hereby has been passed upon by
Alston  &  Bird  LLP,  Atlanta,  Georgia,  for  the  Registrant.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

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

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

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

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

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

     Prior to receiving indemnification of being advanced expenses, a committee,
consisting  or  either members of the board of directors or any person appointed
by  the board of directors, must make a determination of whether the indemnified
person  is entitled to indemnification under Delaware law.  If there is a change
in  control  (as  defined  in the indemnification agreement) that occurs without
majority  approval of the board of directors, then the committee will consist of
independent legal counsel selected by the indemnified person and approved by the
Registrant  to  render  a  written  opinion  as  to  whether  and  the extent of
indemnification  that  the indemnified person is entitled, which will be binding
on  the  Registrant  Under  the indemnification agreement, an indemnified person
may  appeal  a  determination  by  the  committee'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 indemnified person is entitled to
contribution  from  the  Registrant  for  losses,  claims,  damages, expenses or
liabilities  as well as other equitable considerations upon the determination of
a  court  of  competent jurisdiction that indemnification is not available.  The
amount  contributed  by the Registrant will be in proportion, as appropriate, to
reflect  the  relative  benefits  received by the Registrant and the indemnified
person  or,  if  such contribution is not permitted under Delaware law, then the
relative benefit will be considered with the relative fault of both parties.  In
connection  with  the  registration  of  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.
Contribution  will not be available if such person is found guilty of fraudulent
misrepresentation,  as  defined  in  the  agreement.

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

ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.  Not  Applicable.

ITEM  8.     EXHIBITS

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

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

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

           5.1              Opinion  of  Counsel

          23.1              Consent  of  Counsel  (included  in  Exhibit  5.1)

          23.2              Consent  of  KPMG  LLP

          24.1              Power  of  Attorney

          99.1              AirGate PCS, Inc. 2001 Employee Stock Purchase  Plan

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


ITEM  9.     UNDERTAKINGS

     (a)     The  undersigned  Company  hereby  undertakes:

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

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

          (ii)     To  reflect  in  the  prospectus  any facts or events arising
after  the  effective  date  of  this Registration Statement (or the most recent
post-effective  amendment  thereof)  which,  individually  or  in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement;

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

     Provided,  however,  that  paragraphs (a)(1)(i) and (a)(1)(ii) above do not
apply  if  the  Registration Statement is on Form S-3, Form S-8 or Form F-3, and
the  information  required to be included in a post-effective amendment by those
paragraphs  is contained in periodic reports filed by the Registrant pursuant to
Section  13  or  Section  15(d)  of the Securities Exchange Act of 1934 that are
incorporated  by  reference  in  this  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 being offered therein,
and  the  offering  of  such  securities  at that time shall be deemed to be the
initial  bona  fide  offering  thereof.

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

     (b)     The  undersigned  Company  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 this
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 pursuant to the foregoing provisions, or otherwise,
the  Registrant  has  been  advised  that  in  the opinion of the Securities and
Exchange  Commission  such indemnification is against public policy as expressed
in  the  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 on following page)

<PAGE>
                                     ------
                                   SIGNATURES


The Registrant.  Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City  of  Atlanta, State of Georgia, on February 27, 2001.


                                                AirGate  PCS,  Inc.


                                          By:  /s/  THOMAS  M.  DOUGHERTY
                                             ------------------------------
                                                 Thomas  M.  Dougherty
                                       President  and  Chief  Executive  Officer


     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  indicated  as  of  February  27,  2001.

Name                                                         Title
/s/  THOMAS  M.  DOUGHERTY                      President,  Chief  Executive
----------------------------                       Officer  and  Director
 Thomas  M.  Dougherty                          (Principal  Executive  Officer)
February  27,  2001


/s/  ALAN  B.  CATHERALL                           Chief  Financial  Officer
---------------------------         (Principal Financial and Accounting Officer)
Alan  B.  Catherall
February  27,  2001


/s/  W.  CHRIS  BLANE*                           Vice  President  of Business
---------------------------                        Development and Director
W.  Chris  Blane
February 27, 2001

/s/  THOMAS  D.  BODY,  III*                    Vice  President of Strategic
----------------------------                      Development and Director
Thomas  D.  Body,  III
February 27, 2001

/s/ Barry  Schiffman *                                      Director
----------------------------
Barry Schiffman
February 27, 2001

/s/  GILL  COGAN*                                           Director
---------------------------
Gill  Cogan
February  27,  2001

/s/  ROBERT  A.  FERCHAT*                                   Director
----------------------------
Robert  A.  Ferchat
February  27,  2001

/s/  JOHN  R.  DILLON*                                      Director
----------------------------
John  R.  Dillon
February  27,  2001

* By Barbara L. Blackford, Attorney in Fact, pursuant to Power of Attorney filed
herewith  as  Exhibit  24.1.




                                  EXHIBIT INDEX
                                       TO
                       REGISTRATION STATEMENT ON FORM S-8

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

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

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

           5.1              Opinion  of  Counsel

          23.1              Consent  of  Counsel  (included  in  Exhibit  5.1)

          23.2              Consent  of  KPMG  LLP

          24.1              Power  of  Attorney

          99.1              AirGate PCS, Inc. 2001 Employee Stock Purchase Plan

          99.2              AirGate  PCS,  Inc.  2001  Non-Executive
                            Stock  Option  Plan
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 26505}]
{"company-data": {"conformed-name": "AIRGATE PCS INC /DE/", "cik": "0001086844", "assigned-sic": "4813", "irs-number": "582422929", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56352", "film-number": "1557848"}, "business-address": {"street1": "233 PEACHTREE ST NE", "street2": "SUITE 1700", "city": "ATLANTA", "state": "GA", "zip": "30303", "phone": "4045257272"}, "mail-address": {"street1": "233 PEACHTREE ST", "street2": "SUITE 1700", "city": "ATLANTA", "state": "GA", "zip": "30303"}}
As filed with the Securities and Exchange Commission on February 28, 2001.
                              File No. 333-________
                              =====================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                        ________________________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------

                                AIRGATE PCS, INC.
               (Exact Name of Issuer as Specified in its Charter)
          DELAWARE                                             58-2422929
     (State or Other Jurisdiction of                      (I.R.S.  Employer
     Incorporation  or  Organization)                    Identification  Number)

                            HARRIS TOWER, SUITE 1700
                           233 PEACHTREE STREET, N.W.
                               ATLANTA, GA  30303
                                 (404) 525-7272
     (Address, including zip code, and telephone number of Principal Executive
                                    Offices)

               AIRGATE PCS, INC. 2001 EMPLOYEE STOCK PURCHASE PLAN
             AIRGATE PCS, INC. 2001 NON-EXECUTIVE STOCK OPTION PLAN
                            (Full Title of the Plans)

            BARBARA L. BLACKFORD                            COPY TO:
             AIRGATE PCS, INC.                         LAURA G. THATCHER
           HARRIS TOWER, SUITE 1700                    ALSTON & BIRD LLP
          233 PEACHTREE STREET, N.W.                  ONE ATLANTIC CENTER
             ATLANTA, GA  30303                  1201 WEST PEACHTREE STREET, NW
              (404) 832-6170                      ATLANTA, GEORGIA 30309-3424
  (Name, address, including zip code, and               (404) 881-7546
 telephone number, including area code,
          of agent for service)
CALCULATION  OF  REGISTRATION  FEE
Proposed         Proposed         Amount of
Title of Securities . . .  Amount to          Maximum          Maximum          Registration Fee
to be Registered. . . . be Registered (1)   Offering Price     Aggregate
                                               Per Unit       Offering Price

   Common Stock. .  . .    350,000 (2)         $43.8125(2)      $15,334,375 (2)           $3,834
0.01 par value per share
(1)  Includes  200,000  shares  currently  reserved  or  available  for issuance
pursuant  to the AirGate PCS, Inc. 2001 Employee Stock Purchase Plan and 150,000
shares currently reserved or available for issuance pursuant to the AirGate PCS,
Inc.  2001  Non-Executive Stock Option Plan (the "Plans").  The number of shares
being registered includes an indeterminate number of additional shares which may
be  necessary  to  adjust the number of shares reserved for issuance pursuant to
the  Plans  as the result of a stock split, stock dividend or similar adjustment
of  the  outstanding  Common  Stock  of  AirGate PCS, Inc. pursuant to 17 C.F.R.
230.416(a).
(2)     Estimated  solely  for  the  purpose of determining the registration fee
pursuant to Rule 457(h), as determined by the average of the high and low prices
quoted  on  the Nasdaq National Market as reported in the Wall Street Journal on
February  23,  2001,  which  was  $43.8125  per  share.

PART  I     INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS

     (a)     The  documents  constituting  Part I of this Registration Statement
will be sent or given to participants in the Plan as specified by Rule 428(b)(1)
under  the  Securities  Act  of  1933,  as  amended.

     (b)     Upon  written or oral request, the Registrant will provide, without
charge,  the  documents  incorporated  by reference in Item 3 of Part II of this
Registration  Statement.  The  documents  are  incorporated  by reference in the
Section  10(a)  prospectus.  The  Registrant  will also provide, without charge,
upon  written  or  oral  request,  other  documents  required to be delivered to
employees  pursuant  to  Rule  428(b).  Requests  for  the  above  mentioned
information, should be directed to Barbara L. Blackford, Corporate Secretary, at
(404)  832-6170.

PART  II.     INFORMATION  REQUIRED  IN  REGISTRATION  STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE

     The  following  documents  have  been  filed  by  AirGate  PCS,  Inc.  (the
"Registrant")  with  the  Securities  and Exchange Commission (the "Commission")
pursuant  to  the  Securities  Exchange  Act  of 1934, as amended (the "Exchange
Act"),  and  are  deemed to be a part hereof from the date of the filing of such
documents:

     (1)     The  Registrant's  Annual  Report  on  Form 10-K for the year ended
September  30,  2000;

     (2)     All other reports filed by the Registrant pursuant to Section 13(a)
or  15(d)  of  the  Exchange  Act  since  September  30,  2000;

     (3)     The  description  of  Registrant's  Common  Stock  contained  in
Registrant's  Form  8-A  (File  No.  0-27455), as filed with the SEC pursuant to
Section  12(g)  of  the  Exchange Act and Rule 12b-15 promulgated thereunder, on
September  24,  1999;  and

     (4)     All  other  documents subsequently filed by the Registrant 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 Registration Statement that indicates that
all  securities  offered  have been sold or that deregisters all securities that
remain  unsold.

     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  Registration Statement 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 Registration Statement.

ITEM  4.     DESCRIPTION OF SECURITIES.  The common stock to be offered pursuant
to  the  Plan  has  been  registered pursuant to Section 12 of the Exchange Act.
Accordingly,  a  description  of  the  common  stock  is  not  required  herein.
ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.  Not  Applicable.

     The  validity  of  the  Common Stock offered hereby has been passed upon by
Alston  &  Bird  LLP,  Atlanta,  Georgia,  for  the  Registrant.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

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

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

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

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

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

     Prior to receiving indemnification of being advanced expenses, a committee,
consisting  or  either members of the board of directors or any person appointed
by  the board of directors, must make a determination of whether the indemnified
person  is entitled to indemnification under Delaware law.  If there is a change
in  control  (as  defined  in the indemnification agreement) that occurs without
majority  approval of the board of directors, then the committee will consist of
independent legal counsel selected by the indemnified person and approved by the
Registrant  to  render  a  written  opinion  as  to  whether  and  the extent of
indemnification  that  the indemnified person is entitled, which will be binding
on  the  Registrant  Under  the indemnification agreement, an indemnified person
may  appeal  a  determination  by  the  committee'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 indemnified person is entitled to
contribution  from  the  Registrant  for  losses,  claims,  damages, expenses or
liabilities  as well as other equitable considerations upon the determination of
a  court  of  competent jurisdiction that indemnification is not available.  The
amount  contributed  by the Registrant will be in proportion, as appropriate, to
reflect  the  relative  benefits  received by the Registrant and the indemnified
person  or,  if  such contribution is not permitted under Delaware law, then the
relative benefit will be considered with the relative fault of both parties.  In
connection  with  the  registration  of  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.
Contribution  will not be available if such person is found guilty of fraudulent
misrepresentation,  as  defined  in  the  agreement.

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

ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.  Not  Applicable.

ITEM  8.     EXHIBITS

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

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

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

           5.1              Opinion  of  Counsel

          23.1              Consent  of  Counsel  (included  in  Exhibit  5.1)

          23.2              Consent  of  KPMG  LLP

          24.1              Power  of  Attorney

          99.1              AirGate PCS, Inc. 2001 Employee Stock Purchase  Plan

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

ITEM  9.     UNDERTAKINGS

     (a)     The  undersigned  Company  hereby  undertakes:

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

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

          (ii)     To  reflect  in  the  prospectus  any facts or events arising
after  the  effective  date  of  this Registration Statement (or the most recent
post-effective  amendment  thereof)  which,  individually  or  in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement;

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

     Provided,  however,  that  paragraphs (a)(1)(i) and (a)(1)(ii) above do not
apply  if  the  Registration Statement is on Form S-3, Form S-8 or Form F-3, and
the  information  required to be included in a post-effective amendment by those
paragraphs  is contained in periodic reports filed by the Registrant pursuant to
Section  13  or  Section  15(d)  of the Securities Exchange Act of 1934 that are
incorporated  by  reference  in  this  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 being offered therein,
and  the  offering  of  such  securities  at that time shall be deemed to be the
initial  bona  fide  offering  thereof.

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

     (b)     The  undersigned  Company  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 this
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 pursuant to the foregoing provisions, or otherwise,
the  Registrant  has  been  advised  that  in  the opinion of the Securities and
Exchange  Commission  such indemnification is against public policy as expressed
in  the  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 on following page)
------
                                   SIGNATURES

The Registrant.  Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City  of  Atlanta, State of Georgia, on February 27, 2001.

                                                AirGate  PCS,  Inc.

                                          By:  /s/  THOMAS  M.  DOUGHERTY
                                             ------------------------------
                                                 Thomas  M.  Dougherty
                                       President  and  Chief  Executive  Officer

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  indicated  as  of  February  27,  2001.

Name                                                         Title
/s/  THOMAS  M.  DOUGHERTY                      President,  Chief  Executive
----------------------------                       Officer  and  Director
 Thomas  M.  Dougherty                          (Principal  Executive  Officer)
February  27,  2001

/s/  ALAN  B.  CATHERALL                           Chief  Financial  Officer
---------------------------         (Principal Financial and Accounting Officer)
Alan  B.  Catherall
February  27,  2001

/s/  W.  CHRIS  BLANE*                           Vice  President  of Business
---------------------------                        Development and Director
W.  Chris  Blane
February 27, 2001

/s/  THOMAS  D.  BODY,  III*                    Vice  President of Strategic
----------------------------                      Development and Director
Thomas  D.  Body,  III
February 27, 2001

/s/ Barry  Schiffman *                                      Director
----------------------------
Barry Schiffman
February 27, 2001

/s/  GILL  COGAN*                                           Director
---------------------------
Gill  Cogan
February  27,  2001

/s/  ROBERT  A.  FERCHAT*                                   Director
----------------------------
Robert  A.  Ferchat
February  27,  2001

/s/  JOHN  R.  DILLON*                                      Director
----------------------------
John  R.  Dillon
February  27,  2001

* By Barbara L. Blackford, Attorney in Fact, pursuant to Power of Attorney filed
herewith  as  Exhibit  24.1.

                                  EXHIBIT INDEX
                                       TO
                       REGISTRATION STATEMENT ON FORM S-8

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

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

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

           5.1              Opinion  of  Counsel

          23.1              Consent  of  Counsel  (included  in  Exhibit  5.1)

          23.2              Consent  of  KPMG  LLP

          24.1              Power  of  Attorney

          99.1              AirGate PCS, Inc. 2001 Employee Stock Purchase Plan

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