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 20, 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 20, 2004, AirGate PCS, Inc., a Delaware corporation, closed its
previously-announced  public and private exchange offers,  pursuant to which the
company  exchanged  newly-issued  shares of its  common  stock and  newly-issued
9-3/8%  senior  subordinated  secured  notes for its  outstanding  13.5%  senior
subordinated  discount  notes.  In  connection  with the closing of the exchange
offers,  AirGate entered into,  among other  agreements,  the agreements  listed
below.  These  agreements are attached  hereto as exhibits and are  incorporated
herein by reference.



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

(c)      Exhibits.

     Exhibit No.                        Description
     -----------                        -----------

     4.1  Third  Supplemental  Indenture,  dated as of February 20, 2004, by and
          among AirGate PCS, Inc., AGW Leasing  Company,  Inc.,  AirGate Network
          Services,  LLC, AirGate Service Company, Inc., and Deutsche Bank Trust
          Company Americas

     4.2  Indenture for 9-3/8% senior subordinated secured notes due 2009, dated
          as of February 20, 2004, by and among AirGate PCS,  Inc.,  AGW Leasing
          Company, Inc., AirGate Network Services, LLC, AirGate Service Company,
          Inc., and The Bank of New York








                                   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 25, 2004                   By:  /s/ William H. Seippel
                                               ------------------------
                                               Name:    William H. Seippel
                                               Title:   Chief Financial Officer








                                  EXHIBIT INDEX


         Exhibit No.                   Description
         -----------                   -----------

          4.1  Third Supplemental  Indenture,  dated as of February 20, 2004, by
               and among AirGate PCS, Inc., AGW Leasing Company,  Inc.,  AirGate
               Network  Services,   LLC,  AirGate  Service  Company,  Inc.,  and
               Deutsche Bank Trust Company Americas

          4.2  Indenture for 9-3/8% senior subordinated  secured notes due 2009,
               dated as of February 20, 2004,  by and among  AirGate PCS,  Inc.,
               AGW Leasing Company, Inc., AirGate Network Services, LLC, AirGate
               Service Company, Inc., and The Bank of New York