Exhibit 23.2

Independent Auditors' Report

The Board of Directors
AirGate PCS, Inc.:

Under  date of  December  5,  2003,  except  note 14 (a) and (b) which are as of
February 17, 2004 we reported on the consolidated balance sheets of AirGate PCS,
Inc.  and  subsidiaries  as of  September  30,  2003 and 2002,  and the  related
consolidated statements of operations, stockholders' deficit, and cash flows for
each of the  years  in the  three-year  period  ended  September  30,  2003,  as
contained in the annual  report on Form 10-K/A for the year 2003.  In connection
with our audits of the aforementioned consolidated financial statements, we also
audited the related financial  statement  schedule as listed in the accompanying
index. This financial  statement schedule is the responsibility of the Company's
management.  Our  responsibility  is to express  an  opinion  on this  financial
statement schedule based on our audits.

In our opinion,  such financial statement schedule,  when considered in relation
to the  basic  consolidated  financial  statements  taken as a  whole,  presents
fairly, in all material respects, the information set forth therein.

The  accompanying  consolidated  financial  statements  and financial  statement
schedule  have been  prepared  assuming  the  Company  will  continue as a going
concern. As discussed in Note 1 to the consolidated  financial  statements,  the
Company has suffered  significant  recurring  losses since  inception and has an
accumulated  deficit  of $1.3  billion  and a  stockholders'  deficit  of $377.0
million at September 30, 2003. The Company's  continuation as a going concern is
dependent  on its ability to  restructure  or  otherwise  amend the terms of its
debt;  and if  unsuccessful,  the  Company  may seek  bankruptcy  court or other
protection  from its  creditors  within the next year.  These  conditions  raise
substantial  doubt about the Company's  ability to continue as a going  concern.
Management's  plans in  regard to these  matters  are  described  in Note 1. The
consolidated  financial  statements  and  financial  statement  schedule  do not
include any adjustments that might result from the outcome of this uncertainty.



                                                            /s/    KPMG LLP
Atlanta, Georgia
December 5, 2003, except as to note 14
(a) and (b), which are as of February 17, 2004