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): May 13, 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 12. Results of Operations and Financial Condition

     On  May  13,  2004,  at  9:00  a.m.  ET,  AirGate  PCS,  Inc.,  a  Delaware
corporation,  held a  conference  call to discuss its  financial  and  operating
results  for the second  quarter and first six months of fiscal 2004 ended March
31, 2004.  A copy of the script of that call 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             Script of conference call held by AirGate PCS, Inc.
                             on May 13, 2004 at 9:00 a.m. ET to discuss its
                             financial and operating results for the second
                             quarter and first six months of fiscal 2004
                             ended March 31, 2004.



                                   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: May 13, 2004                       By:  /s/ Thomas M. Dougherty
                                           Name:  Thomas Dougherty
                                           Title: President & Chief Executive
                                                   Officer



                                  EXHIBIT INDEX


         Exhibit No.                  Description
         -----------                  -----------
            99.1        Script of conference call held by AirGate PCS, Inc.
                        on May 13, 2004 at 9:00 a.m. ET to discuss its
                        financial and operating results for the second
                        quarter and first six months of fiscal 2004
                        ended March 31, 2004.

EX-99

- -----------------------------------------------------------------------------
AirGate PCS Q2/04 Conference Call

May 13, 2004 - 9:00 a.m. Eastern - (913) 981-5571 (Confirmation #780484)


Introduction

Per our normal procedure, the operator will start by introducing the call as the
AirGate PCS second quarter fiscal 2004 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 you are ready for questions. The operator will then
explain the questioning procedure and subsequently introduce each questioner.
When questions have ended, the operator will turn the line back to Tom for a
closing comment.

I.       Safe Harbor (Dru)

Thank You.
Statements made in this conference call regarding expected financial results and
other planned events 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 AirGate PCS' Form 10-K/A for the fiscal year ended September
30, 2003.

In addition, we will be providing non-GAAP financial measures during this call,
such as EBITDA, ARPU and CPGA. These metrics are a supplement to GAAP financial
information and should not be considered an alternative to, or more meaningful
than, GAAP financial information. A reconciliation of these non-GAAP financial
measurements to the most directly comparable GAAP finance measure is included as
a schedule to our earnings release, which has been filed with the SEC on Form
8-K.

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



II.      Opening Remarks (Tom)

Good morning and thank you for joining us. With me on the call today is Dave
Roberts, VP of Operations & Engineering, and Lou Martinez, our controller. The
purpose of this call is to review financial and operating results reflected in
our second quarter of fiscal 2004, or the three-month period ended March 31,
2004.

We issued a news release yesterday evening and each of you should have received
a copy of the release and accompanying financial summary. I will begin our
discussion today with some comments about recent events at the Company, and then
turn the call over to Dave, who will follow with more detailed information about
our second quarter financial results and operating metrics.

Overview

o    We had quite a bit of good news this past quarter.
o    First,  we had  strong  performance  for  the  quarter,  our  best  overall
     performance in over a year and a half.
o    Second, we completed our recapitalization, and now have that behind us.
o    Third, the company re-listed its common stock on Nasdaq.
o    And, we are ready to begin some  initiatives  that will increase the growth
     rate of the company.

Comments on Results

o    So let me touch on some of the results of the quarter:
o    We had our greatest level of net adds since our December 2002 quarter. This
     was largely due to:
|X|  Strong gross adds that increased by about 17% from the first fiscal quarter
     of 2004,
|X|  And a lower  churn rate that  improved  by about 20 basis  points  from the
     prior quarter,  largely due to  improvements  in involuntary  churn and the
     credit composition of our subscriber base.
o    EBITDA came in at $13.2  million for the quarter and included $800 thousand
     in costs  associated with the  recapitalization,  as well as a $1.2 million
     benefit from a special settlement with Sprint.

Comments on Outlook

o    With our  recapitalization  complete  and a strong  quarter  behind  us, we
     believe we have a platform for continued growth and financial  improvement.
     Why do we have such an upbeat outlook?
o    Well,
|X|  We are very encouraged by the initial  response to Sprint's Fair & Flexible
     plans. The response appears to be largely positive.
|X|  We hope it will increase  interest in Sprint  wireless  services as well as
     traffic through all of our points of distribution.
|X|  With Sprint's plans to put significant  advertising  resources  behind this
     plan, especially with a strong focus on television,  we are optimistic that
     customers will soon understand this alternative  approach to pricing within
     the industry is for their benefit.
|X|  Research  indicates that a majority of customers pick the wrong price plans
     by either under- or over-estimating their usage.
|X|  After some period of time, people who choose wrong, many of these customers
     either  feel that they have been  paying too much in MRC or paying too much
     in minutes over plan, which then leads to customer dissatisfaction.
|X|  The Fair & Flexible plans are by their very nature self-correcting  pricing
     plans,   and  we  are  optimistic  that  they  should   increase   customer
     satisfaction by providing an alternative to customers.

o    Second,
|X|  We anticipate our share of decisions in the marketplace to increase.
|X|  Not only do we believe efforts such as Fair & Flexible will help accomplish
     this, but we have also reviewed our  activation  data more closely and made
     the decision  recently that we can  selectively  tweak our credit policy to
     increase our gross activations while mitigating the credit risk.
|X|  Over the next 24 months,  we plan on moving several of our stores to higher
     profile locations as well as adding 5 to 10 new stores.
|X|  In addition,  our plans call for  significantly  increasing  the  exclusive
     indirect  distribution over the same timeframe.
|X|  So, in summary, we are going to increase our distribution significantly.

o    Third,
|X|  We recently began to focus more intensively on reducing our churn.
|X|  Not only do we believe we will see continued improvement in our involuntary
     churn rate due to changes  we made to our credit  policy  over the last two
     years,  but we have built a small  team led by one of our most  experienced
     executives to focus on lowering the voluntary churn of our subscriber base.
|X|  Initial  results appear to indicate we may be able to make more progress in
     improving the satisfaction level of our subscribers.
|X|  Furthermore,  with the addition of Fair & Flexible  plans, we believe those
     plans  may  have the  potential  to  increase  customer  satisfaction  and,
     therefore, lower voluntary churn.
|X|  Consistent  MOPs usage, or said another way, being on the wrong price plan,
     is a  leading  indicator  of  voluntary  churn.  Because  of  the  inherent
     structure of Fair & Flexible  price plans,  customers on these plans should
     always be on the right price plans, and, therefore, not be dissatisfied.
|X|  We feel confident that we will see continued  improvement in our churn rate
     during the third  quarter of fiscal  year  2004.

o Fourth,
|X|  We are now identifying future growth strategies for the Company.
|X|  We are  working  through  all the  alternatives  to figure out which  might
     create the most value.
|X|  Consideration  needs to be given to  resources  required to achieve each of
     several alternatives, and
|X|  We are considering ways to increase not only our distribution, but also our
     share of the telecom dollars being spent in our markets.

o    Fifth,
|X|  As for our CFO search,  we have met with a lot of good  candidates and feel
     very, very  encouraged.
|X|  We anticipate making an offer within the next month.
|X|  In the interim, we have a strong team in place that has not missed a beat.

o        Lastly,
|X|  Now that we have completed our recapitalization, we believe we have removed
     all impediments to address the issues that exist in our  relationship  with
     Sprint.
|X|  As you know,  Sprint  has  proposed  changes in our  relationship  on terms
     similar to those accepted by other Sprint network partners.
|X|  We have been  evaluating  and discussing  this proposal with Sprint,  along
     with a potential outsourcing of customer care and billing services.
|X|  Currently, we believe that the proposal fails to adequately address certain
     issues that are important to us.
|X|  We intend to continue our  discussions  with Sprint  regarding the proposal
     and a  potential  outsourcing  of  customer  care and  billing  services to
     determine if our issues can be addressed.
|X|  We are committed to working  diligently to resolve our issue with Sprint in
     a manner that is consistent with our's and their long-term interests.
|X|  While we are working through our issues with Sprint, we are not resting.
|X|  We are simultaneously focusing on rekindling growth and adding distribution
     so that we can be creating shareholder value and security for the Company's
     future.

With all that  said,  I will now turn the call  over to our VP of  Operations  &
     Engineering, Dave Roberts.

III.     Financial Comments (Dave Roberts)

Thanks, Tom.

     I'll  go  over  the  highlights  of the  financial  results  and  operating
     statistics for the quarter ending March 31, 2004.

Subscriber Statistics

o    I'd like to start by discussing our subscriber statistics.

Subscribers

o    We ended the quarter with 367,807  subscribers,  compared to 358,564 a year
     ago, representing a growth rate of 3%.
o    Of our subscriber  base,  approximately  25% are 3G Vision  subscribers and
     contribute  approximately  $3 to  ARPU  when  averaged  across  the  entire
     subscriber base.
o    This  compares to an 18%  penetration  of our base in the prior quarter and
     approximately  a $2  contribution  to  ARPU.
o    We are  pleased  with the  continued  adoption of Vision  services  and are
     optimistic that we can continue to increase this adoption rate.

Gross Adds

o    Gross adds for the quarter were 41,741 vs. 43,003 a year ago.
o    While gross adds did drop relative to the same period last year,  they were
     up 17% from the December 2003 quarter.
o    The modest drop year over year was due primarily to:
o    The continued application of our more stringent credit policy, and;
o    The loss of distribution from some indirect distribution channels.

Prime Gross Adds

o    Prime  credit  quality  gross  additions  as a  percentage  of total  gross
     additions were about 61% for the quarter vs. about 61% a year ago and about
     75% last quarter.
o    This prime  percentage  is down from the typical  70%-ish range that we had
     experienced  for the three prior  quarters.  We believe this percentage was
     driven during the quarter by:
o    a significant  increase in the number of sub-prime  gross adds beginning in
     late-January, and growing through the end of February.
o    We believe  that a portion of this  increase  in  sub-prime  gross adds was
     influenced by tax refunds.
o    Despite the credit  status of these  sub-prime  gross  adds,  each one paid
     deposits in accordance with our standard credit policy.
o    I would  also like to note that while the  number of  sub-prime  gross adds
     increased  and  represented  a greater  portion of total gross adds than in
     recent  history,  we are still  signing up the same  volume of prime  gross
     adds.
o    At the end of the  quarter,  prime  subscribers  as a  percentage  of total
     subscriber base stood at approximately 73% vs. about 68% a year ago.

Churn

o    Our churn,  net of 30-day returns,  was 2.92% percent in the second quarter
     vs. 3.30% in the quarter a year ago.
o    Churn was down not only year over year,  but also over the prior  quarter's
     figure of 3.10%.
o    We attribute this decrease primarily to:
o    An  improved  churn  rate  among  the  sub-prime  segment,  largely  due to
     improvements in involuntary churn.

Net Additions

o    Net additions for the quarter were 7,909 vs. 5,755 a year ago.
o    The effect of a lower churn rate more than offset the lower gross adds.

Revenue & Net Income

o    Moving on, I'd like to now discuss our revenue and net income.

Revenues

o    During the quarter,  AirGate  reported  total revenues of $78.0 million vs.
     $76.7 million a year ago.

Income & Loss from Continuing Operations

o    As for loss from  continuing  operations,  AirGate  reported  a net loss of
     ($9.9) million during the quarter vs. a loss of ($6.7) million a year ago.

Net Income

o    Our net loss was ($9.9) during the quarter vs. a loss of ($21.0)  million a
     year ago.
o    Net loss from last year's second quarter included ($14.3) million loss from
     the discontinued operations of iPCS.

Revenue & ARPU Detail

o    Now,  I'll go over  revenue  in a  little  more  detail  and  touch on some
     elements of our ARPU.

Revenue Detail

o    Of the $78.0 million of total  revenues we reported for the quarter,  $61.7
     million was from service revenue,  $13.5 million from roaming revenue,  and
     $2.9 million from equipment revenue.

ARPU Detail

o    As for average  revenue per  subscriber  (ARPU),  excluding  roaming,  this
     statistic came in at $56.48 compared with $56.38 a year ago.

Roaming Traffic

o    Our ratio of inbound  MOU  traffic to  outbound  MOU  traffic was 1.25 to 1
     during this quarter compared to 1.20 to 1 in the prior year's quarter.
o    The travel rate  between  AirGate and Sprint and the  Affiliates  currently
     stands  at  $0.041  per  minute  in 2004 vs.  $0.058  per  minute  in 2003,
     resulting in a 29% decrease in in the rate.
o    This rate reduction was partially offset by growth of around 43% in inbound
     travel minutes of use year over year.

Operating Statistics

o    Now, a few points about our operating statistics.

CPGA

o    Cost per gross addition (CPGA) was $409 for the quarter, compared with $302
     in the quarter a year ago.
o    Consistent with general industry results,  we estimate that about $50 to 70
     of CPGA is due to upgrade-related costs during the quarter.

Non-Customer Acquisition-Related Operating Costs

o    Our non-customer  acquisition-related operating expenses improved year over
     year.
o    We realized improvements in the following areas year over year:
o    Outbound  roaming  expense  improved  largely due to the drop in the travel
     rate from $0.058 to $0.041 per minute.
o    Bad debt  improved  year  over  year  with not  only  the  decrease  in the
     sub-prime  composition of our subscriber  base, but also in the increase in
     required   deposits  from  sub-prime   credit  adds  over  the  last  year.
     Furthermore,  we also  realized a reduction  of bad debt expense for a $1.2
     million  credit from Sprint  related to a change in the bad debt profile of
     certain subscribers.
o    With the new 2004 Sprint service bureau fee rates, our CCPU-related  Sprint
     service  bureau fees were  around $7 per  subscriber  per month  during the
     quarter vs. about $9 in the last year's period.
o    Lastly,     general    &    administrative     expenses    included    debt
     restructuring-related costs of about $800 thousand.

EBITDA

o    EBITDA, earnings before interest, taxes, depreciation and amortization, was
     $13.2 million for the quarter vs. $15.1 million a year ago.
o    EBITDA and our general & administrative expenses:
o    for the second fiscal quarter of 2004 included:
     |X|  $800 thousand of debt restructuring-related expenses, and;
     |X|  $1.2 million of bad debt-related credits from Sprint, while
o    the second fiscal quarter of 2003 included a:
|X|  $3.6 million benefit related to a special settlement with Sprint.
|X|  $1.2 million of consulting fees related to our operational restructuring.

Capital Expenditures

o    A few points to touch on the network...

Capital Expenditures

o    Capital expenditures during the quarter, totaled $5.8 million,  compared to
     $1.0 million in the same quarter last year.
o    During the quarter,  we made routine investments in the network to increase
     the ability to carry more  traffic and put  several  additional  cell sites
     into service.
o    Our network  usage  increased  approximately  7% over the first  quarter of
     fiscal 2004.
o    Average MOUs per subscriber  were about 980 during the quarter  compared to
     about 925 in the prior quarter and about 800 a year ago.
o    Continued  diffusion of 1x handsets into our  subscriber  base and shifting
     trends  in busy hour  traffic  away from the 9 p.m.  hour  helped  ease the
     pressure on the network.

Balance Sheet

o    Lastly, some quick points relating to our balance sheet.

Cash

o    The  Company  ended the  quarter  with cash and cash  equivalents  of $48.6
     million.
o    During the quarter, we had the following major payments:
o    $7.5 million pre-payment of our credit facility;
o    $1.7 million in cash interest paid on our credit facility;
o    $5.8 million in scheduled principal amortization under our credit facility,
     and;
o    $6.5 million in cash payments related to our recapitalization.

Closing

o    With that, I'd like to turn it back over to the operator.
o    Operator, we are now ready to take questions from those on the call.

IV.      Questions and Answers (See end for Q&A)

Operator will provide instructions for participants to ask questions and proceed
with Q&A.

Operator will indicate that there are no questions and turn the call back to Tom
for a concluding comment such as:

V.       Goodbye (Tom)

o    I look  forward to seeing some of you at our  presentation  next Tuesday at
     the Bear Stearns Credit Conference as well as at our Boston breakfast,  New
     York luncheon and various  one-on-ones next Wednesday and Thursday arranged
     by Raymond James.
o    Dave and I are excited to be getting  back on the road  telling the AirGate
     story.
o    It's great to be talking  about  growth  and  future,  not that we have the
     recapitalization behind us.
o    Thank you for spending time with us this morning.
o    On behalf of everyone at AirGate PCS, we appreciate your continued  support
     and look forward to reporting  our future  results to you of higher  growth
     and higher earnings.