As filed with the Securities and Exchange Commission on April 10, 2000.
                  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.E.
              Atlanta, GA  30303
                (404) 525-7272

   (Address, including zip code, and telephone
    number of Principal Executive Offices)



    AIRGATE PCS, INC. 1999 STOCK OPTION PLAN
          (Full Title of the Plan)

 THOMAS M. DOUGHERTY
 President and Chief Executive Officer
 AirGate PCS, Inc.
 Harris Tower, Suite 1700
 233 Peachtree Street,N.E.
 Atlanta, GA  30303
 (404) 525-7272
 (Name, address, including zip code, and telephone number,
 including area code, of agent for service)

 Copy to:

 LAURA G. THATCHER
 Alston & Bird LLP
 One Atlantic Center
 1201 West Peachtree Street, NW
 Atlanta, Georgia 30309-3424
 (404) 881-7546

                 _______________________
              CALCULATION OF REGISTRATION FEE
<TABLE>
<S>                            <C>                 <C>         <C>              <C>
                                                    Proposed      Proposed
Title of Securities               Amount to         Maximum       Maximum          Amount of
  to be Registered             be Registered     Offering Price   Aggregate      Registration
                                     (1)            Per Unit    Offering Price        Fee


Common Stock $0.01 par value       1,100,000 (2)    $14.00 (2)  $15,400,000 (2)   $4,065.60
 per share

Common Stock $0.01 par value          55,000 (3)   $43.625 (3)  $ 2,399,375 (3)     $633.43
 per share

Common Stock $0.01 par value          20,000 (4)     $2.00 (4)      $40,000 (4)      $10.56
 per share

Common Stock $0.01 par value          83,000 (5)    $42.75 (5)  $ 3,548,250 (5)     $936.74
 per share

Common Stock $0.01 par value          80,000 (6)   $65.125 (6)   $5,210,000 (6)   $1,375.44
 per share

Common Stock $0.01 par value          25,000 (7)    $98.50 (7)   $2,462,500 (7)     $650.10
 per share

Common Stock $0.01 par value         637,000 (8)   $87.625 (8)  $55,817,125 (8)   $14,735.72
 per share

</TABLE>
<PAGE>

(1)  There are 2,000,000 shares currently reserved or available
for issuance as options pursuant to the AirGate PCS, Inc. 1999
Stock Option Plan (the "Plan").  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 Plan 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. section
230.416(a).

(2)	Options for 1,100,000 shares have been granted under the
Plan at an    exercise price of $14.00 per share.

(3)	Options for 55,000 shares have been granted under the Plan
at an    exercise price of $43.625 per share.

(4)	Options for 20,000 shares have been granted under the Plan
at an    exercise price of $2.00 per share.

(5)	Options for 83,000 shares have been granted under the Plan
at an    exercise price of $42.75 per share.

(6)	Options for 80,000 shares have been granted under the Plan
at an    exercise price of $65.125 per share

(7)	Options for 25,000 shares have been granted under the Plan
at an    exercise price of $98.50 per share.

(8)	Pursuant to Rule 457(h), the maximum offering price per
share for the remaining 637,000 options which have not been
granted is based on the market value of the common stock on
April 4, 2000, as determined by the average of the high and low
prices quoted on the Nasdaq National Market as reported in the
Wall Street Journal which was $87.625 per share.

 <PAGE>  II-1

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 Shelley L. Spencer,
Corporate Secretary, at (301) 540-6222.

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 Transition Report on Form 10-K for the
period December 31, 1998 to September 30, 1999;

	(2)	The Registrant's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1999;

	(3)	All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act since September 30,
1999;

	(4)	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

	(5)	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

<PAGE>  II-2

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, eceives 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 e t 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 ted 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  al, (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
ind ation, 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.

<PAGE>  II-3

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 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 th ed 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,  viction 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 u ative 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 unt t 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 pr ied 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.

<PAGE>  II-4

	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 ified 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)

23.2       Consent of KPMG LLP

24.1       Power of Attorney (included on signature page)

99.1       AirGate PCS, Inc. 1999 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:

<PAGE>  II-5


	(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>  II-6

                  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 April 7, 2000.



                       					AirGate PCS, Inc.

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


                  POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Thomas M.
Dougherty as his true and lawful attorneys-in-fact and agent,
with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign
any or all amendments (including post-effective amendments) to
this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of the, or their or his
substitutes, may lawfully do or cause to be done by virtue
hereof.

	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 April 7, 2000.

Name                       Title                                     Date

/s/ Thomas M. Dougherty   President, Chief Executive Officer and  April 7, 2000
-----------------------   Director (Principal Executive Officer)
    Thomas M. Dougherty

/s/ Alan B. Catherall     Chief Financial Officer (Principal      April 7, 2000
-----------------------   Financial and Accounting Officer)
    Alan B. Catherall

/s/ W. Chris Blane        Vice President of Business Development  April 7, 2000
-----------------------   and Director
    W. Chris Blane


<PAGE> II-7

/s/ Thomas D. Body, III   Vice President of Strategic Development April 7, 2000
-----------------------   and Director
    Thomas D. Body, III

/s/ Barry Schiffman       Chairman of the Board of Directors      April 7, 2000
-----------------------
    Barry Schiffman


/s/ Gill Cogan            Director                                April 7, 2000
-----------------------
    Gill Cogan


_______________________   Director
    Robert Ferchat


/s/ John R. Dillon        Director                                April 7, 2000
-----------------------
    John R. Dillon

<PAGE>

                 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)

23.2         Consent of KPMG LLP

24.1         Power of Attorney (included on signature page)

99.1         AirGate PCS, Inc. 1999 Stock Option Plan
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 25039}]
{"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": "333-34416", "film-number": "596744"}, "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 April 10, 2000.
                  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.E.
              Atlanta, GA  30303
                (404) 525-7272

   (Address, including zip code, and telephone
    number of Principal Executive Offices)

    AIRGATE PCS, INC. 1999 STOCK OPTION PLAN
          (Full Title of the Plan)

 THOMAS M. DOUGHERTY
 President and Chief Executive Officer
 AirGate PCS, Inc.
 Harris Tower, Suite 1700
 233 Peachtree Street,N.E.
 Atlanta, GA  30303
 (404) 525-7272
 (Name, address, including zip code, and telephone number,
 including area code, of agent for service)

 Copy to:

 LAURA G. THATCHER
 Alston & Bird LLP
 One Atlantic Center
 1201 West Peachtree Street, NW
 Atlanta, Georgia 30309-3424
 (404) 881-7546

                 _______________________
              CALCULATION OF REGISTRATION FEE
Proposed      Proposed
Title of Securities               Amount to         Maximum       Maximum          Amount of
  to be Registered             be Registered     Offering Price   Aggregate      Registration
                                     (1)            Per Unit    Offering Price        Fee

Common Stock $0.01 par value       1,100,000 (2)    $14.00 (2)  $15,400,000 (2)   $4,065.60
 per share

Common Stock $0.01 par value          55,000 (3)   $43.625 (3)  $ 2,399,375 (3)     $633.43
 per share

Common Stock $0.01 par value          20,000 (4)     $2.00 (4)      $40,000 (4)      $10.56
 per share

Common Stock $0.01 par value          83,000 (5)    $42.75 (5)  $ 3,548,250 (5)     $936.74
 per share

Common Stock $0.01 par value          80,000 (6)   $65.125 (6)   $5,210,000 (6)   $1,375.44
 per share

Common Stock $0.01 par value          25,000 (7)    $98.50 (7)   $2,462,500 (7)     $650.10
 per share

Common Stock $0.01 par value         637,000 (8)   $87.625 (8)  $55,817,125 (8)   $14,735.72
 per share
(1)  There are 2,000,000 shares currently reserved or available
for issuance as options pursuant to the AirGate PCS, Inc. 1999
Stock Option Plan (the "Plan").  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 Plan 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. section
230.416(a).

(2)	Options for 1,100,000 shares have been granted under the
Plan at an    exercise price of $14.00 per share.

(3)	Options for 55,000 shares have been granted under the Plan
at an    exercise price of $43.625 per share.

(4)	Options for 20,000 shares have been granted under the Plan
at an    exercise price of $2.00 per share.

(5)	Options for 83,000 shares have been granted under the Plan
at an    exercise price of $42.75 per share.

(6)	Options for 80,000 shares have been granted under the Plan
at an    exercise price of $65.125 per share

(7)	Options for 25,000 shares have been granted under the Plan
at an    exercise price of $98.50 per share.

(8)	Pursuant to Rule 457(h), the maximum offering price per
share for the remaining 637,000 options which have not been
granted is based on the market value of the common stock on
April 4, 2000, as determined by the average of the high and low
prices quoted on the Nasdaq National Market as reported in the
Wall Street Journal which was $87.625 per share.
II-1

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 Shelley L. Spencer,
Corporate Secretary, at (301) 540-6222.

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 Transition Report on Form 10-K for the
period December 31, 1998 to September 30, 1999;

	(2)	The Registrant's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1999;

	(3)	All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act since September 30,
1999;

	(4)	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

	(5)	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
II-2

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, eceives 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 e t 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 ted 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  al, (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
ind ation, 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.
II-3

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 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 th ed 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,  viction 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 u ative 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 unt t 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 pr ied 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.
II-4

	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 ified 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)

23.2       Consent of KPMG LLP

24.1       Power of Attorney (included on signature page)

99.1       AirGate PCS, Inc. 1999 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:
II-5

	(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)
II-6

                  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 April 7, 2000.

                       					AirGate PCS, Inc.

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

                  POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Thomas M.
Dougherty as his true and lawful attorneys-in-fact and agent,
with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign
any or all amendments (including post-effective amendments) to
this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of the, or their or his
substitutes, may lawfully do or cause to be done by virtue
hereof.

	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 April 7, 2000.

Name                       Title                                     Date

/s/ Thomas M. Dougherty   President, Chief Executive Officer and  April 7, 2000
-----------------------   Director (Principal Executive Officer)
    Thomas M. Dougherty

/s/ Alan B. Catherall     Chief Financial Officer (Principal      April 7, 2000
-----------------------   Financial and Accounting Officer)
    Alan B. Catherall

/s/ W. Chris Blane        Vice President of Business Development  April 7, 2000
-----------------------   and Director
    W. Chris Blane
II-7

/s/ Thomas D. Body, III   Vice President of Strategic Development April 7, 2000
-----------------------   and Director
    Thomas D. Body, III

/s/ Barry Schiffman       Chairman of the Board of Directors      April 7, 2000
-----------------------
    Barry Schiffman

/s/ Gill Cogan            Director                                April 7, 2000
-----------------------
    Gill Cogan

_______________________   Director
    Robert Ferchat

/s/ John R. Dillon        Director                                April 7, 2000
-----------------------
    John R. Dillon
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)

23.2         Consent of KPMG LLP

24.1         Power of Attorney (included on signature page)

99.1         AirGate PCS, Inc. 1999 Stock Option Plan