Filed by AirGate  PCS,  Inc.
             Pursuant to Rule 425 under the  Securities  Act of 1933, as amended
                                              Subject Company: AirGate PCS, Inc.
                                                     Commission File No.: 027455



AirGate PCS Conference Call - October 1, 2003


I.       Introduction (Dru)


Per our normal procedure, the operator will start by introducing the call as the
AirGate PCS  conference  call.  She/he will then announce that the call is being
recorded.  She/he will ask Dru Anderson, with Corporate  Communications Inc., to
read the opening  statement (safe harbor).  Following that  statement,  Dru will
then introduce Tom Dougherty,  chief executive  officer and president,  to begin
the call. When the prepared remarks are completed,  state that the call has been
completed.  When questions  have ended,  the operator will turn the line back to
Tom for a closing comment.

Safe Harbor - Dru

Thank You.

Statements  made in this  conference  call  regarding  expected  results  of the
proposed  restructuring  and  other  future  events  and  performance  should be
considered  forward-looking  statements  that are  subject to various  risks and
uncertainties.  Such  forward  looking  statements  are  made  pursuant  to  the
"safe-harbor" provisions of the Private Securities Litigation Reform Act of 1995
and are made based on  management's  current  expectations or beliefs as well as
assumptions  made by, and  information  currently  available to,  management.  A
variety of factors could cause actual  results to differ  materially  from those
anticipated.  For a detailed  discussion of these  factors and other  cautionary
statements,  please  refer to  AirGate  PCS'  filings  with the  Securities  and
Exchange   Commission,   especially  in  the  "Risk  Factors"   section  of  the
Registration Statement on Form S-4 filed September 26th, 2003, AirGate PCS' Form
10-K for the fiscal year ended  September 30, 2002, and Form 10-Q for the fiscal
quarter ended June 30, 2003.

Investors and security holders are urged to read the  Registration  Statement on
Form S-4, including the prospectus  relating to the exchange offer and the Proxy
Statement on Schedule 14A (and, in each case, any amendments  thereto) when they
become available because they will contain important information.

Due to the advice of counsel,  AirGate will not be hosting a question and answer
session  at the  end of the  call.  The  company  will  be  sharing  a  prepared
presentation on this call which we believe will address most investor  questions
and issues.

I would  now like to  introduce  Tom  Dougherty,  chief  executive  officer  and
president of AirGate PCS. Please go ahead sir.



II.      Opening Remarks (Tom Dougherty)

Good  morning  and thank you for  joining  us.  With me on today's  call is Will
Seippel, the chief financial officer of AirGate PCS. The purpose of this call is
to review the Company's proposed financial restructuring plan. We issued a press
release on Wednesday,  September 24th outlining the details of this transaction.
We would like to spend some time this  morning  discussing  the  current  issues
facing the Company and the reasons we are pursuing this course of action.

I hope  each of you  have a copy of  today's  management  presentation  that was
posted on our website at www.airgatepcsa.com. It can be accessed on the Investor
Relations  section of the website where we have the links to the webcast of this
conference call. I encourage you to follow along as we review the proposed plan,
and both  Will and I will be  referencing  pages  of the  presentation  as we go
along.

Summary

In  summary,   we  expect  that  the   completion  of  the  proposed   financial
restructuring  will improve our capital  structure and reduce the financial risk
in our business plan by substantially  reducing our current debt burden.  Such a
restructuring  will allow us to make  business  decisions  that we  believe  can
enable the full value  potential of the company to be  realized.  Because of the
ongoing challenges in our business, which I will talk about further in a minute,
we need a strong  capital  structure to pursue our "smart  growth"  strategy and
achieve  our  business  objectives.  We believe  that the  consummation  of this
restructuring  will  provide  us a  greatly  improved  and more  secure  capital
structure.

Let me first  talk  about our  current  situation  and the  issues we are facing
today.  I will then turn the call over to Will to  provide  more  details on the
proposed restructuring.

Background of Challenges

I will begin my comments with the challenges  facing our business,  which begins
on page 3 of the presentation.

While we have experienced tremendous growth since our start-up in late 1999, we
have faced, and we believe we continue to face, challenges to realizing the full
potential value of the Company.

Since  the  beginning  of  2002,  the  wireless   communications   industry  has
experienced a generally  weaker operating  environment.  As we have discussed in
previous calls, a major reason for this weaker  operating  environment is fierce
competition within the industry,  which is exemplified by offers of increasingly
larger bundles of minutes at lower pricing per minute. This has been exacerbated
by other  factors  such as the  declining  rate of  subscriber  growth  with the
maturation of the industry as well as intensified marketing efforts by operators
fighting over fewer incremental  subscribers.  In addition,  factors external to
the industry,  such as the overall  weakness and  uncertainties  in the economy,
have  impacted  consumer  spending.  Like others in the wireless  industry,  our
business has been and continues to be affected by these market conditions.

We also face some  additional  challenges  that are unique.  Our  dependence  on
Sprint and the control Sprint  exercises over our business has presented  issues
that had a negative  impact on our  operations and provided us with less control
over our working capital.

For example, we believe the introduction of Sprint's Clear Pay program targeting
sub-prime  credit quality  subscribers in early 2002,  which we were required to
offer, contributed to high rates of churn and, in effect, reduced our liquidity.
In addition,  in 2002 and early this year, Sprint took a number of actions which
resulted  in  unanticipated  charges or  increases  in  charges to us,  adding a
greater  degree  of   uncertainty  to  our  business  and  financial   planning.
Furthermore,  using Sprint to provide  customer  care has limited our ability to
improve the quality of customer care, which we believe has contributed to higher
churn.  Because 65% of our costs of service and roaming are paid to (or through)
Sprint as  service,  affiliation,  roaming,  long-distance  and  other  fees and
expenses  under our  agreements,  our ability to control  costs  through our own
cost-cutting measures is more limited.

Conclusion to Challenge Section

These factors,  together with the lack of additional sources of capital,  led us
to  revise  our  business  plans  to  reflect  this   less-favorable   operating
environment - which takes us to page 4.

Four-Phase Strategy

As we have noted on the last few earnings  conference calls, in order to succeed
in this operating environment we have implemented a "smart growth" strategy with
a focus on EBITDA and cash flow growth.  This "smart growth" strategy  consisted
of adding higher credit quality  subscribers while at the same time reducing our
costs,  and it was  the  first  phase  of a  longer-term,  four-phase  plan  for
long-term success.

Let me take a moment to describe the genesis of our four-phase  plan. We decided
early in the year to take a proactive  approach to the  challenges  faced by the
company.  The  critical  step  in  this  process  was  the  implementation  of a
systematic  plan designed to position the company for long-term  value creation.
It was obvious to us at the time, and remains so now, that the only way to build
significant  value for our shareholders was to better control our costs, fix our
balance sheet,  achieve better  customer  service and billing  support and build
sustainable and lasting  revenue  growth.  Our four-phase plan is designed to do
just this and, we believe,  positions us to  capitalize  on the changes  rapidly
occurring across our market and the Sprint affiliate landscape.  Our plan is not
without risks;  however,  we believe it is critical to take these risks and gain
more  control  over  our  business  in  order to be  successful  in a  difficult
environment. We believe the market will reward these efforts.

Phase 1
- -------

In  Phase  1,  (as  described  on page 5) we  addressed  the  operational  costs
immediately  within our control,  i.e., G&A expenses and the 35% of the costs of
service and roaming not paid to (or through) Sprint. This is the bulk of what we
have carried out so far as part of our "smart growth" strategy.

We have addressed, and will continue to address, operational issues by doing the
following:

- -    Focusing  on adding  higher  credit  quality  subscribers.  During  the 3rd
     quarter of 2003, 80% of  activations  were in the prime category vs. 55% in
     the prior year period.

- -    Reducing  headcount  by over 25% over the last  nine  months  from over 640
     employees to about 470 today.

- -    Rebuilding our finance and accounting staff in Atlanta.

- -    Eliminating less productive distribution retail outlets to keep CPGA within
     a reasonable range.

- -    Reducing  capital   expenditures   while  exceeding   network   performance
     standards, and

- - Generally managing our vendor relationships more effectively to reduce costs.

Largely as a result of these efforts, we have experienced the following:

- -    Quarterly  EBITDA  increased from $2.5 million in the first quarter of 2003
     to over $14 million in each of the two subsequent quarters., and

- -    Cash  increased  from $0.9  million  in the first  quarter of 2003 to $30.8
     million in the third quarter of 2003.

Phase 2
- -------

While we addressed the operational  issues  immediately  within our control with
Phase 1, we believe  we need to address  our  capital  structure  in Phase 2 (as
described on page 6).

We believe a reduction in debt and an avoidance of future financial  distress is
a critical step in our four-phase strategy.

Achieving a balance sheet  restructuring will enable the management team here at
AirGate to focus on the core business  operations,  which is where we believe we
can add the most value.

We believe  there are issues on the horizon  that make this a more  advantageous
time  than any other  time to pursue  such a  strategy,  as there are  potential
balance  sheet-related  issues that may arise in the future.  Fixing the balance
sheet now will also position the company to achieve more lasting value  creation
by supporting the implementation of Phase 3 and Phase 4 of our plan.

- -    While we expect to be in compliance, if the transaction and credit facility
     amendment  are not  effective by March 31,  2004,  there may be a potential
     credit  facility  covenant  issue at March 31, 2004  caused by  transaction
     costs  associated  with this  proposal.  As a  result,  we may have to take
     actions,  such as  slowing  down  sales  during the  Christmas  period,  to
     minimize short-term expenses.

- -    In March 2005, there is the potential for a credit facility covenant breach
     as the discount notes become cash-pay.

- -    In 2005 and beyond,  cash flow to pay debt  service and meet other  capital
     needs is much more uncertain.

We believe  fixing our capital  structure is critical to our success in Phases 3
and 4.

Phase 3
- -------

This brings us to the third phase of the four-phase plan,  addressing churn, bad
debt and key operating issues that are currently controlled by Sprint (which can
be found on page 7).

We believe we must enhance our customer care and related services in order to:

- -    Reduce churn.

- -    Lower bad debt.

- -    Improve customer satisfaction.

- -    Improve our knowledge of our customer base.

Two recent surveys  performed by leading consumer opinion  companies on customer
care within the wireless industry concluded that Sprint's customer care does not
lead the industry.

Achieving  lower  churn and bad debt  expense are  particularly  critical in our
market as we face competition from providers who have  traditionally had some of
the best metrics in the industry.  As a result,  we have been  exploring ways to
improve the quality and cost of customer care and similar services.

We  believe  improvements  in these  areas  could  result in as much as 5 to 10%
points  of  improvement  in our  EBITDA  margin,  therefore,  we are  evaluating
potential  improvements  in cost and  service  from  Sprint  and  simultaneously
reviewing the benefits of  outsourcing  these services to another vendor who can
provide industry-leading customer care at a reasonable price.

Phase 4
- -------

After addressing operational and capital structure issues in Phases 1 through 3,
we can move to the accelerated phase of our "smart growth" strategy (on page 8).
At that point, each additional  subscriber added should be more profitable,  and
it would be more advantageous to ramp up our growth.

Our goals in this phase of the strategy would include:

- -    Building  meaningful  long-term  growth by  adding  higher  credit  quality
     subscribers with lower associated churn and bad debt expense.

- -    Expanding distribution.

- -    Offering targeted  marketing programs tailored to the needs of our customer
     base.

- -    Diversifying  our  products  and  services  to  better  meet  the  needs of
     customers.

We  believe  we can  capitalize  on the  Sprint  wireless  product  and  service
offerings,  and take  advantage of the Sprint brand  recognition to build on new
growth initiatives, including PCS Vision, data services and wireline-to-wireless
migration  opportunities.  Improvements  in operating cash flow  associated with
Phases 3 and 4 should equate to  incremental  cash flow and are not reflected in
our projections, which Will may touch upon.

Summary

Throughout this challenging period in our business,  we believe that AirGate has
taken the lead in addressing those issues that are most directly in our control.
I believe the results of our operations  over the last two quarters  demonstrate
our commitment and ability to execute.

Despite  the  successes  of  some  of  the  initiatives  to  improve   operating
performance  I have just  described,  our  highly  leveraged  capital  structure
continues  to hold us back  from  further  operational  improvement.  It will be
difficult to build on our accomplishments unless we pursue a long-term solution.
By  successfully  addressing  these  problems  now, I believe we will be able to
maximize value for all of our stakeholders.

Four Points of Interest

Before  turning the call over to Will,  I would like to clarify four points that
may not be immediately obvious from reading our 250+ page S-4 document,  which I
encourage everyone to read.

Cash Balance
On the first point,  while we reported $30.8 million in cash and  equivalents at
the end of the June 2003,  we have actually  increased  our cash position  since
then. At that time, we mentioned that we drew down an additional $9 million from
our credit facility after the end of the quarter.  That draw, together with cash
generated from operations  brings our cash position today to  approximately  $50
million, which is reflected on our projections for 2003.

EBITDA
The  second  point  has to do  with  EBITDA  that  is  inferred  by our  company
projections,  as detailed  in the S-4. A  distinction  needs to be made  between
EBITDA  that we report  generally  and EBITDA that will be  calculated  for bank
covenant  purposes.  EBITDA,  as  calculated  for bank covenant  purposes,  will
contain  provisions  for  carve-outs  related to  restructuring  costs;  dispute
resolution  with Sprint and start-up costs related to outsourcing  customer care
functions. As a result, while our projections indicate that what may be computed
as our EBITDA for  reporting  purposes  is about  $46.3  million  for 2004,  our
estimated  EBITDA for bank covenant  purposes is $55.5 million for 2004. We have
noted in the MD&A section of the projections that our G&A expenses include these
such amounts.

Subscribers
On the  third  point,  I would  like to  address  our  estimate  for our  ending
subscriber base for the quarter.  As one can tell from the company  projections,
we estimate our subscriber base to be about 3,900 subscribers lower for the last
quarter  of 2003.  We  believe  the  decrease  is  largely  attributable  to the
following:

- -    The loss of Circuit City as a channel of distribution.

- -    Lost productivity due to Hurricane Isabel, which brought sales to a halt in
     many of our channels for nearly two weeks.

- -    Higher churn during the quarter.

Consistent with our "smart growth" strategy,  we estimate that we have been able
to continue to increase  our  absolute  subscriber  revenue,  and thus our ARPU,
despite  these  subscriber  losses.  Furthermore,  we  have  recently  developed
additional  distribution,  which we believe  will more than make up for what was
lost from the Circuit City channel.

Company  Projections  Assume Baseline Case (Excluding Effects of Phases 3 and 4)
On the last point, I would like to clarify that the company projections included
in the S-4 are for a baseline case that assumes minimal progress on Phases 3 and
4, which I discussed  earlier.  With progress on those fronts, we expect results
to be  incremental  to what is  included  in the  projections  contained  in our
presentation as well as in the S-4.

Call Turnover to Will

At this  point,  I'll turn the call over to Will to review  the  transaction  in
greater detail.







III.     Transaction Review (Will Seippel)

Thank  you Tom.  I'd like to start by  providing  an  overview  of the  proposed
transaction (which begins on page 9).

Restructuring Transaction Overview

Exchange Offer
Assuming that 100% of the holders of the Old Notes tender their Old Notes in the
Exchange Offer, they will be receiving:

- -    $160 million of New 9 & 3/8ths Senior Subordinated Secured Notes, and

- -    56% of AirGate's common stock.

The New Notes and the equity will be exchanged  for the existing $300 million 13
and 1/2% Senior Subordinated Discount Notes.

The expiration date for the Exchange Offer will be determined and announced when
our registration statement for the exchange becomes effective.

At the same time,  we are seeking  consent  from the Old  Noteholders  to remove
substantially  all of the  restrictive  covenants  governing  the Old  Notes,  a
release of  collateral  that  secures our Old Notes and a waiver of any defaults
that occur as a result of the transaction.

Finally,  we'll be asking our existing  shareholders  to approve the issuance of
our common stock as part of the transaction.

Credit Facility Renegotiation
(Moving  to page  10) In order  for this  restructuring  to be  implemented,  we
negotiated changes to our credit facility to:

- -    offer significantly  improved covenant flexibility,  which is set at 85% of
     the projected plan,

- -    provide an EBITDA carve-out for outsourcing and  restructuring  expenses as
     well as potential dispute resolution costs with Sprint PCS.

Additional changes to the credit facility will be required for closing.

Conditions for Acceptance
This  recapitalization  plan requires 98% acceptance of Old Noteholders.  In the
event that does not happen,  AirGate has the option to pursue a prepackaged plan
of bankruptcy.

- -    The Exchange Offer is contractually  supported by noteholders  representing
     67% in dollar amount of the Old Notes.

- -    The prepackaged  plan generally  provides the same benefits to the company,
     our  shareholders  and the Old  noteholders as they would receive under the
     exchange offer. So long as the required  noteholders accept the prepackaged
     plan  and  the  other  conditions  of  bankruptcy  law are  satisfied,  the
     prepackaged  plan will become  effective and be binding on other holders of
     other  interests,  with or without their acceptance of the plan, under cram
     down provisions of the bankruptcy code.

Reverse Stock Split
(Moving to page 11) Additionally,  we will be asking  shareholders to provide us
the  ability  to  implement  a reverse  stock  split.  We  believe  this will be
important in obtaining and maintaining a listing on a major exchange,  which may
further  enhance the  liquidity of our stock.  Furthermore,  we are sensitive to
investors' concerns regarding liquidity and marketability of their shares in our
consideration of the reverse stock split.

Management/Employee Equity Incentive Plan
We are also  seeking  shareholder  approval  to  increase  the  reserve  for our
management equity incentive plan. Points to note about this:

- -    Executive  compensation  is currently  under review by the AirGate board of
     directors,

- -    Any executive equity incentive award or plan amendment requires approval by
     50% of the noteholder group supporting the transaction,

- -    Any awards granted would dilute existing  equity and tendering  noteholders
     on a pro rata basis.

Other Points
Finally,   the   transaction  is  not  conditioned  on  changes  to  the  Sprint
relationship or resolution of outstanding disputes with Sprint,  although we are
seeking a successful  resolution to these issues on a basis that makes  economic
sense for our company,  and we believe the restructuring  empowers us to achieve
that result.

Overview of the New Notes Offered in the Exchange

I would now like to go over some of the specifics of the New Notes to be offered
in the Exchange (which can be found on page 12).

- -    The New Notes are Senior Subordinated Secured Notes,

- -    With a 9 3/8ths coupon, payable semi-annually,

- -    Cash pay beginning in 2004,

- -    Maturing on September 1, 2009.

- -    To be  secured  by a  second-priority  lien on assets  securing  the credit
     facility, subject to certain exceptions.

Overview of the Common Stock Offered in the Exchange

Now, I would like to address  some of the  specifics  of the Common  Stock to be
offered in the Exchange.

- -    The Common Stock to be offered to bondholders  represents  approximately 33
     million   shares,   or  56%  of  the  common  equity  after  executing  the
     transaction. 44% will remain with existing shareholders.

- -    With one class of  shareholders  and no "equity"  overhang,  this structure
     provides a clean and easily understandable capital structure.

Benefits of the Exchange Offer

The transaction offers several benefits (which I'll go over now on page 13):

Debt Reduction/Enhanced Liquidity
First, we believe we will significantly reduce debt and enhance our liquidity.

- -    We will realize over $255 million in  cumulative  cash  savings,  including
     $140 million in principal debt reduction.

- -    We avoid potential liquidity issues beginning in 2005.

- -    Post-transaction,  our  leverage  ratios will  compare  favorably  to other
     wireless carriers.

- -    Most  importantly,  this  transaction  will enable  management  to focus on
     business operations, as Tom discussed with respect to Phases 3 and 4 of our
     strategy, which we believe increases stakeholder value.

Business Plan Flexibility
Second, we gain flexibility in pursuing the four-phase strategy Tom articulated,
which we believe can maximize the value of the company.

- -    As part of this  transaction,  we have  received  the  support  of the debt
     holders to consider outsourcing customer care and billing.

     o    Specifically,  the revised  covenants allow for EBITDA  carve-outs and
          restricted payment baskets for outsourcing.

- -    Debt holders  have also  provided  support of AirGate in its dealings  with
     Sprint PCS in resolving disputes.

     o    Here,  too,  the revised  covenants  allow for EBITDA  carve-outs  for
          pursuing dispute resolution.

Noteholder Considerations

(As we point out on page 14), there are a handful of considerations  for present
noteholders:

- -    First,  the New Notes go cash-pay  immediately in 2004, while the Old Notes
     don't go cash-pay until 2005.

- -    Second,  there is potential  equity  upside in the package of New Notes and
     common stock due to the stronger balance sheet and flexibility  provided to
     the company to pursue the later phases of the business plan.

- -    Third,  the Old Notes will have  significant  covenants  removed  and it is
     anticipated that the lien on collateral will be released.

- -    Lastly, 67% of the current holders of the Old Notes  contractually  support
     the Exchange  Offer and have provided exit consents for a prepackaged  plan
     of bankruptcy.

Pro Forma Credit Profile

So where does this leave us with respect to our credit profile?  (Moving to page
15), we illustrate  our projected  credit  profile as of December 31, 2003 under
our present  "status  quo"  capital  structure  as well as under a  restructured
capital structure.

- -    In both  cases,  the  amount  outstanding  under  the  credit  facility  is
     identical at $150.8 million.

- -    At December 31, 2003,  under our present  capital  structure,  we expect to
     have  $262.1  million  of  accreted  value  Old  Notes  outstanding.   This
     represents the accreted value of the $300 million face value of notes.

- -    Under the restructured  capital  structure,  the $262.8 million of accreted
     value of Old Notes,  or $300 million of face value,  will be exchanged  for
     $160 million of New Notes.  This  represents a reduction of $140 million in
     face value from the Old Notes.

- -    Comparing  these two different  debt levels to  annualized  EBITDA from the
     June 30, 2003 quarter of $56.3 million, results in total leverage ratios of
     7.33x under the current capital  structure and 5.52x under the restructured
     capital structure. A restructuring results in an improvement of 1.8x in our
     leverage ratio.

- -    We expect  that our  leverage  ratios  will  continue  to  improve  as make
     amortization payments beginning in 2004 on our bank facility.

AirGate Projections

As for our  projections  (which appear on page 16), we have provided a five-year
horizon for our baseline scenario.

- -    Before  going too deeply into the  numbers,  I would like to point out that
     these projections assume minimal progress in Phases 3 and 4 of our plan.

- -    With respect to expenses related to the  restructuring,  dispute resolution
     with Sprint PCS and start-up  expenses  related to  outsourcing,  those are
     included in the total operating expense line in the table. For the purposes
     of calculating EBITDA for the bank covenants, certain of those expenses are
     carved out and excluded. We have presented under the label of "Bank EBITDA"
     at the bottom of the table  what we  anticipate  EBITDA to be for  covenant
     purposes.  The  difference  between  "EBITDA" and "Bank EBITDA"  represents
     those  carve-outs,  as well as a small  amount  for  non-cash  compensation
     expense.

- -    As for assumed operating metrics for 2004, we anticipate

     o    Gross Activations of about 164,000, which is down by about 12,500 from
          2003.

     o    Net additions of about 18,500, which is similar to the level we expect
          to generate for 2003.

     o    Churn of about  3.1%,  which is an  improvement  over 2003,  which had
          relaxed credit policies for part of the year.

     o    ARPU of about $58.50,  which is steady compared to 2003 with increases
          in MRC for both voice and data being offset by decreased MOPs usage.

     o    CCPU is assumed to hold steady with savings in cost  reductions  being
          offset by increased  telco-related  charges and travel charges related
          to increased usage.

     o    CPGA is assumed to remain a similar level in the mid-$300 range.

- -    We see potential upside to these numbers in a variety of ways;

     o    There is still more work to be done under Phase 1 of our plan

          |X|  We will  continue to be vigilant in examining  the fees we pay to
               Sprint

          |X|  As we continue to get our in house  accounting staff up a running
               at full speed--this  function was previously provided by iPCS--we
               will seek additional ways to become more efficient and reduce our
               costs

          |X|  We will continue to examine our position in our markets and looks
               for  additional  ways to gain  market  share with  services  that
               better meets the needs of our customers

     o    We can make progress on Phases 3 and 4 of our plan.

          |X|  As Tom  mentioned  earlier in his  comments,  by  addressing  our
               issues with  customer care and the problems it causes with churn,
               bad  debt  and  customer  satisfaction,  we  believe  there is an
               opportunity  to improve our EBITDA margin by 5 to 10%  percentage
               points.

More complete  projections and detailed  explanations can be found in the S-4 on
pages 184 to 191.

Closing for Will

Before  turning the call back over to Tom, I want to  reiterate  that we believe
this is the best  alternative  to  follow  for all  stakeholders  as it not only
provides us financial  flexibility,  but it also provides us  flexibility in our
business  operations,  which we believe  enables us to improve the value for all
stakeholders.  With a restructuring  completed,  Tom and I will be able to focus
our efforts on taking the business through Phases 3 and 4 as described earlier.

Tom, back to you.







Closing for Tom

I hope we have  effectively  communicated  the reasons why we believe we need to
pursue this  recapitalization  plan,  and I am confident that our investors will
agree that this is the best avenue to take to realize  the full value  potential
of the company.

(Turning to page 17), you will see that, with this transaction,

- -    We will be in a stronger  position with  significantly  reduced leverage on
     our balance sheet.

- -    With  greater  liquidity,  we avoid a  potential  covenant  breach and cash
     shortfall in the future.

- -    Attractive covenant relief provides financial flexibility.

- -    We are also provided with business plan  flexibility  that includes support
     for our outsourcing and dispute resolution initiatives.

- -    Lastly,  we firmly believe that the completion of this  restructuring  will
     enable us to realize the full value potential of the company.

Thank you for  spending  time with us this  morning.  On behalf of  everyone  at
AirGate PCS, we appreciate your continued support.


Additional Information

AirGate PCS,  Inc.  (the  "Company")  has filed an exchange  offer  registration
statement and a proxy  statement  relating to the  recapitalization  transaction
with  the   Securities   and  Exchange   Commission   (the   "SEC").   Broadview
International,  LLC and Masson  and  Company  are  advising  the  Company on the
transaction.  Jefferies  & Company  has been  appointed  dealer-manager  for the
exchange  offer.  The Company and its directors  and  executive  officers may be
deemed to be participants in the  solicitation of proxies from the  stockholders
of the Company with  respect to the  transactions  contemplated  by the exchange
offer. Information about the Company's directors and officers is included in the
Company's  Annual Report on Form 10-K filed with the SEC on January 17, 2003 and
in the  Company's  Proxy  Statement for its 2003 Annual  Meeting of  Shareowners
filed with the SEC on January 28, 2003.

The foregoing reference to the registered exchange offer shall not constitute an
offer to sell or the  solicitation  of an offer to buy,  nor shall  there be any
sale of shares  of the  Company's  common  stock or the  Company  9 3/8%  senior
subordinated  secured  notes  due  2009  in  any  state  in  which  such  offer,
solicitation or sale would be unlawful prior to  registration  or  qualification
under the securities laws of any such state.  Investors and security holders are
urged to read the Registration  Statement on Form S-4,  including the prospectus
relating to the exchange offer and the Proxy  Statement on Schedule 14A (and, in
each case, any amendments thereto) because they contain important information.

Preliminary  drafts of these documents have been filed,  and amendments to these
documents will be filed,  with the SEC. When these and other documents are filed
with the SEC, they may be obtained at the SEC's web site at www.sec.gov. You may
also  obtain  each of these  documents  (when  available)  from the  Company  by
directing your request to Barbara L. Blackford, Vice President,  General Counsel
and Corporate Secretary at (404) 525-7272.