-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SL67rWqnQhnVxVq/JhXI2c8njPvErvHdZSTmRpK3feba96ik9dVdM27TVZrSvnuG /ghnzCP5TgW3e7iSoFa4+A== 0000950136-05-001835.txt : 20050401 0000950136-05-001835.hdr.sgml : 20050401 20050401070604 ACCESSION NUMBER: 0000950136-05-001835 CONFORMED SUBMISSION TYPE: RW PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050401 DATE AS OF CHANGE: 20050401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AIRGATE PCS INC /DE/ CENTRAL INDEX KEY: 0001086844 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 582422929 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: RW SEC ACT: SEC FILE NUMBER: 333-122203 FILM NUMBER: 05722792 BUSINESS ADDRESS: STREET 1: 233 PEACHTREE ST NE STREET 2: SUITE 1700 CITY: ATLANTA STATE: GA ZIP: 30303 BUSINESS PHONE: 4045257272 MAIL ADDRESS: STREET 1: 233 PEACHTREE ST STREET 2: SUITE 1700 CITY: ATLANTA STATE: GA ZIP: 30303 RW 1 file001.htm FORM RW



                        [LETTERHEAD OF AIRGATE PCS, INC.]



April 1, 2005


VIA EDGAR & OVERNIGHT DELIVERY
- ------------------------------

Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C.  20549-0408

          RE:  AIRGATE PCS, INC.
               APPLICATION FOR WITHDRAWAL OF
               REGISTRATION STATEMENT ON FORM S-4 (REGISTRATION NO. 333-122203)

Ladies and Gentlemen:

     On December 7, 2004, Alamosa Holdings, Inc., A-Co. Merger Sub, Inc., a
newly formed corporation and a wholly-owned subsidiary of Alamosa ("AirGate")
and AirGate PCS, Inc. ("Old AirGate") entered into a merger agreement. Pursuant
to the merger agreement, on February 15, 2005, Old AirGate merged with and into
AirGate, with AirGate continuing as the surviving corporation in the merger.
Upon completion of the merger, among other things, AirGate assumed Old AirGate's
obligations under Old AirGate's First Priority Senior Secured Floating Rate
Notes due 2011 and changed its name to "AirGate PCS, Inc." Pursuant to Rule 477
promulgated under the Securities Act of 1933, as amended (the "Act"), AirGate
hereby makes this application to withdraw the Registration Statement on Form S-4
(Registration No. 333-122203), together with all exhibits thereto, filed by Old
AirGate, on January 21, 2005 (the "Registration Statement") with the Securities
and Exchange Commission (the "Commission"). AirGate is requesting withdrawal of
the Registration Statement because Old AirGate has ceased to exist as a legal
entity. The Registration Statement has not been declared effective by the
Commission, and none of Old AirGate's securities have been sold in connection
with this offering.

     Your assistance in this matter is greatly appreciated. If you should have
any questions regarding this application, please do not hesitate to contact
Eduardo Gallardo of Skadden, Arps, Slate, Meagher & Flom LLP at (212) 735-3023.






                                           Very truly yours,


                                           AirGate PCS, Inc.

                                           By: David E. Sharbutt


                                                  /s/ David E. Sharbutt
                                           ----------------------------------
                                                  President




cc:  Eduardo Gallardo




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