8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported): February 12, 2004


                                AIRGATE PCS, INC.

             (Exact name of Registrant as specified in its charter)


    Delaware                     027455                        58-2422929

(State or other         (Commission File Number)            (IRS Employer
  jurisdiction of                                          Identification
  incorporation)                                                  Number)


Harris Tower, 233 Peachtree Street N.E., Suite 1700                 30303
Atlanta, Georgia

(Address of principal executive offices)                       (Zip Code)

                                 (404) 525-7272

              (Registrant's telephone number, including area code)

                                       N/A

          (Former name or former address, if changed since last report)








Item 5.        Other Events

     On February 12, 2004, AirGate PCS, Inc., a Delaware  corporation,  issued a
press  release  announcing  that its  shareowners,  at a  special  meeting,  had
approved the  company's  recapitalization  plan,  that the  previously-announced
exchange  offers had  expired,  and that the  company had  accepted  all validly
tendered and not withdrawn  discount notes. The Press Release is attached hereto
as exhibit 99.1 and is incorporated herein by reference.


Item 7.       Financial Statements, Pro Forma Financial Information and Exhibits

(c)      Exhibits.

         Exhibit No.           Description

            99.1               Press Release, dated February 12, 2004, issued by
                               AirGate PCS, Inc. to announce shareowner approval
                               of recapitalization plan, expiration of exchange
                               offers, and acceptance of validly tendered and
                               not withdrawn discount notes.






                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       AIRGATE PCS, INC. (Registrant)


Date: February 12, 2004                By:  /s/ William H. Seippel
                                           ________________________________
                                           Name:    William H. Seippel
                                           Title:   Chief Financial Officer






                                  EXHIBIT INDEX

         Exhibit No.           Description

            99.1               Press Release, dated February 12, 2004, issued by
                               AirGate PCS, Inc. to announce shareowner approval
                               of recapitalization plan, expiration of exchange
                               offers, and acceptance of validly tendered and
                               not withdrawn discount notes.

EX-99.1

                                                                   Exhibit 99.1


[GRAPHIC OMITTED]




            SHAREOWNERS OF AIRGATE PCS, INC. APPROVE RECAPITALIZATION
                AND THE COMPANY ACCEPTS ALL 99.4% OF OUTSTANDING
                 DISCOUNT NOTES TENDERED IN THE EXCHANGE OFFERS

ATLANTA (February 12, 2004) - AirGate PCS, Inc. (OTCBB:PCSA.OB), a PCS Affiliate
of Sprint,  today announced  that, at a special  meeting of AirGate  shareowners
held this morning,  AirGate's shareowners approved the issuance of the shares of
AirGate's  common stock in AirGate's  previously-announced  exchange  offers and
implementation  of a 1 for 5 reverse split of its common stock, each of which is
a condition to  completion  of the  exchange  offers.  The  exchange  offers and
reverse stock split are part of AirGate's previously-announced  recapitalization
plan,  which includes  AirGate's offer to exchange all of its outstanding  13.5%
Senior  Subordinated  Discount  Notes  due  2009  for  up to  56%  of  AirGate's
outstanding common stock and $160 million in aggregate principal amount of new 9
3/8% Senior Subordinated Secured Notes due 2009.

AirGate  also  announced  today that it has  accepted  for  exchange  all of its
outstanding discount notes that were validly tendered and not withdrawn prior to
the expiration of the exchange offers and related consent  solicitations at 9:30
a.m., New York City time,  today. As of that time,  AirGate had received tenders
and consents from holders representing more than 99% of the outstanding discount
notes.  The  settlement of the exchange  offers is expected to occur on February
20, 2004.

AirGate  expects to effect the reverse stock split on Friday,  February 13, 2004
and anticipates  trading on a post-split basis to commence on February 17, 2004.
As a result of the reverse  stock split,  AirGate  shareowners  will receive one
share of common stock, and cash resulting from the elimination of any fractional
shares, in exchange for each five shares of common stock currently  outstanding.
Information  with  instructions  for redeeming stock  certificates and receiving
payment for fractional shares will be sent to AirGate shareowners.

At the special meeting,  AirGate's  shareowners also approved an increase in the
number of shares of common stock  reserved  and  available  for  issuance  under
AirGate's  long  term  incentive  plan,  an  amendment  to  AirGate's  long term
incentive  plan and the issuance of restricted  stock units and stock options to
certain of AirGate's executives,  none of which was a condition to completion of
the exchange offers.

About AirGate PCS

AirGate PCS, Inc. is the PCS Affiliate of Sprint with the right to sell wireless
mobility  communications network products and services under the Sprint brand in
territories  within three states located in the Southeastern  United States. The
territories   include  over  7.2  million  residents  in  key  markets  such  as
Charleston,  Columbia, and  Greenville-Spartanburg,  South Carolina; Augusta and
Savannah,  Georgia;  and  Asheville,  Wilmington  and the  Outer  Banks of North
Carolina.

                                      # # #

This news release contains forward-looking  statements that are based on current
expectations,  estimates, forecasts and projections about the wireless industry,
the recapitalization plan, our beliefs and our management's  assumptions.  Words
such as "expects,"  "anticipates,"  "targets," "goals,"  "projects,"  "intends,"
"plans,"  "believes,"  "seeks,"  "estimates"  and  variations  of such words and
similar  expressions are intended to identify such  forward-looking  statements.
These  statements are not guarantees of future  performance  and involve certain
risks,  uncertainties and assumptions that are difficult to predict.  Therefore,
actual  outcomes  and results may differ  materially  from what is  expressed or
forecast in such forward-looking statements.

Factors  that could  cause  actual  results to differ  include:  our  ability to
consummate  the  restructuring;  the  impact of a  prepackaged  or other plan of
reorganization  for AirGate;  our dependence on the success of Sprint's wireless
business;  the  competitiveness  and impact of Sprint wireless pricing plans and
PCS products and services;  intense  competition in the wireless  market and the
unsettled nature of the wireless market; the potential to continue to experience
a high rate of customer  turnover;  the ability of Sprint to provide back office
billing,  subscriber  care and other  services and the quality and costs of such
services or,  alternatively,  our ability to outsource all or a portion of these
services at acceptable costs and the quality of such services; subscriber credit
quality;  the  ability  to  successfully  leverage  3G  products  and  services;
inaccuracies in financial  information provided by Sprint; new charges and fees,
or  increased  charges  and fees,  imposed by Sprint;  the impact and outcome of
disputes with Sprint;  our ability to predict future customer growth, as well as
other key operating  metrics;  the impact of spending  cuts on network  quality,
customer  retention and customer  growth;  rates of  penetration in the wireless
industry;  our significant level of indebtedness and debt covenant requirements;
the impact  and  outcome  of legal  proceedings  between  other  Sprint  network
partners and Sprint;  the potential need for  additional  sources of capital and
liquidity; risks related to our ability to compete with larger, more established
businesses; anticipated future losses; rapid technological and market change; an
adequate supply of subscriber equipment;  the current economic slowdown; and the
volatility of AirGate PCS' stock price.

For a detailed  discussion of these and other cautionary  statements and factors
that could  cause  actual  results to differ from those  contained  in this news
release,  please refer to AirGate PCS' filings with the SEC,  especially  in the
"risk  factors"  section  of AirGate  PCS' Form 10-K for the  fiscal  year ended
September 30, 2003 and Registration Statement on Form S-4 relating to the public
exchange  offer,  and in  subsequent  filings with the SEC.  Except as otherwise
required under federal securities laws and the rules and regulations of the SEC,
we  do  not  have  any   intention  or   obligation  to  update  or  revise  any
forward-looking  statements,  whether  as a result  of new  information,  future
events, changes in assumptions or otherwise.