Proprietary  and  Confidential          08/10/00

                     FIRST AMENDMENT TO SERVICES AGREEMENT
                                     between
             AIRGATE PCS, INC. AND COMPASS TELECOM SERVICES, L.L.C.


THIS  FIRST  AMENDMENT  TO  SERVICES AGREEMENT ("Amendment") is made and entered
into this 30 day of May, 2000 by and between AIRGATE PCS, INC. ("AIRGATE") and
COMPASS  TELECOM  SERVICES,  L.L.C.  ("COMPASS"  OR  "SERVICE  PROVIDER").

                               W I T N E S S E T H

     WHEREAS,  on  August 1, 1998, AirGate Wireless, L.L.C.  and Compass entered
into  a  Services  Agreement,  that  was  subsequently  assigned to AirGate, for
Compass to provide construction and project management services for construction
of  AirGate's  PCS  network  (the  "Agreement");  and

     WHEREAS,  AirGate  and Compass now wish to amend, modify and supplement the
terms  of  the Agreement Lease as more particularly described in this Amendment.

     NOW,  THEREFORE,  for  and  in consideration of the foregoing premises, and
other  consideration,  the receipt and adequacy of which is hereby acknowledged,
the parties hereto hereby amend, modify and supplement the Agreement as follows:

1.  DEFINITIONS.  Except  as  amended in this Amendment, the terms as defined in
the  Agreement  shall  have  the same definition for purposes of this Amendment.


2.  3.1  CONTRACT  PRICE.  Section  3.1  of  the Agreement is hereby deleted and
replaced  in  its  entirety  by  the  following:

     "  Company  shall  pay  Service  Provider for the Services a fixed price of
*   All of the Service prices set forth in Exhibit A
(revised  March 20, 2000), including the prices for Additional Services shall be
fixed  for  the  term  of  the  Agreement."


3.  3.6  BILLING  ADDRESS.  Section  3.1  of the Agreement is hereby deleted and
replaced  in  its  entirety  by  the  following:

"Service  Provider  will  submit  invoices  to Company at the following address:

AirGate  PCS,  Inc.
233  Peachtree  Street,  NE,  Suite  1700
Atlanta,  GA  30303
Attn:  David  Roberts,  Vice  President  of  Engineering  and  Operations"

* Confidential portion omitted pursuant to a request for confidential treatment
  and filed separately with the Commission.



4.  3.7  PAYMENT  ADDRESS.  Section  3.7  of the Agreement is hereby deleted and
replaced  in  its  entirety  by  the  following:

"Payment  will  be  made  to  Service  Provider at the following address, unless
otherwise  requested  by  Service  Provider:

COMPASS  Telecom  Services,  L.L.C.
2110  Newmarket  Parkway,  Suite  200
Marietta,  GA  30067
Attn:  Accounts  Receivable"


5.  EXHIBIT  A.  Exhibit  A  is  hereby  deleted and replaced in its entirety by
Exhibit  A-2  attached  hereto.


6.  AGREEMENT  REMAINS  IN  EFFECT.  Except  as  otherwise  amended, modified or
supplemented  by  the  terms  of  this  Amendment,  the parties hereto expressly
acknowledge and agree that the terms of the Agreement shall remain in full force
and  effect.


IN WITNESS WHEREOF the parties execute this Amendment and bind themselves to its
terms  as  of  the  date  of  execution  of  this  Amendment.


AIRGATE  PCS,  INC.                         COMPASS  TELECOM  SERVICES,  L.L.C.


/s/ Thomas M. Dougherty                     /s/ Matthew Prather
-----------------------                     ---------------------
(Signature)                                 (Signature)


Title: President and CEO                    Title: Vice President


Date: May 26, 2000                          Date:  May 30, 2000




                             EXHIBIT A-2

                        Fixed Contract Prices

                      (Revised March 20, 2000)

The following sets forth the agreed to revised prices under the terms and scopes
of the services included in this contract. The prices outlined are fixed for the
duration of this contract as referenced in Section 4.1.  All services are fixed
price per site.


Description                Original           Revised
                           --------          ---------

Program Management            *                  *
Construction Management       *                  *
Fixed Network Design          *                  *
Material Management           *                  *
                           -------            -------
                Subtotal      *                  *
Fixed Overhead Expenses       *                  *
                           -------            -------
                Total         *                  *
               X * Sites      *                  *
                           -------            -------
                                             (X * Site)

* Confidential portion omitted pursuant to a request for confidential treatment
  treatment and filed separately with the Commission.