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): October 7, 2004

                                AIRGATE PCS, INC.
             (Exact name of registrant as specified in its charter)

           DELAWARE                     027455               58-2422929
 (State or other jurisdiction         (Commission           (IRS Employer
       of incorporation)              File Number)        Identification No.)

                    Harris Tower, 233 Peachtree Street, N.E.
                                   Suite 1700
                             Atlanta, Georgia 30303
                              (Address of Principal
                               Executive Offices)


                                 (404) 525-7272
              (Registrant's telephone number, including area code)

                                      None
          (Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:

[ ]  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))



Item 8.01. Other Events

On October 7, 2004,  AirGate PCS,  Inc.  issued a press release  announcing  its
agreement to sell $175 million First Priority Senior Secured Floating Rate Notes
due  2011 at par  value.  The  notes  will  bear  interest  at a rate  equal  to
three-month LIBOR plus 3.75%,  reset quarterly.  A copy of that press release is
attached hereto as Exhibit 99.1.


Item 9.01  Financial Statements and Exhibits.

(c)  Exhibits

99.1   Press Release  announcing  pricing of AirGate's first priority senior
       secured floating rate notes, dated October 7, 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.



Date: October 7, 2004                  By: /s/ Thomas M. Dougherty
                                               Thomas M. Dougherty
                                               President & CEO



                                 Exhibit Index

Exhibit         Description
- -------         -----------
99.1       Press Release  announcing  pricing of AirGate's first priority senior
           secured floating rate notes, dated October 7, 2004.

EX-99

AirGate PCS
[LOGO OMITTED]


Contact: Bill Loughman
         Chief Financial Officer
         404-525-7272


              AIRGATE PCS, INC. PRICES $175 MILLION FIRST PRIORITY
                       SENIOR SECURED FLOATING RATE NOTES


ATLANTA (October 7, 2004) - AirGate PCS, Inc. (Nasdaq: PCSA), a PCS Affiliate of
Sprint,  today  announced that the Company has agreed to sell $175 million First
Priority  Senior  Secured  Floating Rate Notes due 2011 at par value.  The notes
will bear  interest  at a rate  equal to  three-month  LIBOR plus  3.75%,  reset
quarterly.  The notes  will be  secured  on a first  priority  basis by liens on
substantially  all of AirGate's  assets,  with certain  exceptions,  and will be
guaranteed on a senior secured basis by each of its subsidiaries.

The notes are being offered (i) in the United States, to qualified institutional
buyers as defined in Rule 144A under the  Securities  Act and (ii)  outside  the
United States, to persons who are not U.S.  persons,  as defined in Regulation S
under the Securities Act, in offshore transactions in reliance on Regulation S.

AirGate  plans to use the  proceeds of the offering to repay and  terminate  its
$131.2 million senior credit facility,  to redeem its $1.8 million  remaining 13
1/2%  Senior  Subordinated  Discount  Notes due 2009 and for  general  corporate
purposes.  This press  release  does not  constitute  a  redemption  notice with
respect to the 13 1/2% Senior Subordinated Discount Notes due 2009.

This press release shall not  constitute an offer of securities  for sale in the
United States. The securities will not be registered under the Securities Act or
any state securities laws and, unless so registered,  may not be offered or sold
in the United  States  except  pursuant to an  exemption  from the  registration
requirements of the Securities Act and applicable state laws.

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  7.4  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
forecasted in such forward-looking  statements.  Factors that could cause actual
results to differ  include:  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 experience a continued
high rate of subscriber  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

                                     -MORE-


AirGate Prices First Priority Senior Secured Floating Rate Notes Offering
Page 2
October 7, 2004


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 PCS  Affiliates  of
Sprint 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;
the  impact  of  wireless  local  number  portability;  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 8-K filed on September 30, 2004, 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.

                                      -END-