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 27, 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 27, 2004,  AirGate PCS, Inc.  issued a press release  announcing  the
successful  conclusion of its private,  unregistered  offering  pursuant to Rule
144A and  Regulation S of $175 million First Priority  Senior  Secured  Floating
Rate Notes due 2011 at par  value.  A copy of this  press  release  is  attached
hereto as Exhibit 99.1.

On October 28, 2004, AirGate PCS, Inc. issued a press release announcing that it
has  called  for  redemption  all  of its  remaining  outstanding  13.5%  Senior
Subordinated  Discount  Notes due 2009. A copy of this press release is attached
hereto as Exhibit 99.2.


Item 9.01  Financial Statements and Exhibits.

(c)  Exhibits

99.1   Press Release  announcing  completion of AirGate's offering of $175
       million First Priority Senior Secured Floating Rate Notes, dated October
       27, 2004.

99.2   Press Release  announcing  redemption of remaining outstanding 13.5%
       Senior Subordinated Discount Notes due 2009, dated October 28, 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 28, 2004                 By: /s/ Thomas M. Dougherty
                                               Thomas M. Dougherty
                                               President & CEO



                                 Exhibit Index

Exhibit         Description
- -------         -----------

99.1   Press Release  announcing  completion of AirGate's offering of $175
       million First Priority Senior Secured Floating Rate Notes, dated October
       27, 2004.

99.2   Press Release  announcing  redemption of remaining outstanding 13.5%
       Senior Subordinated Discount Notes due 2009, dated October 28, 2004.

EX-99

[LOGO OMITTED]


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


             AIRGATE PCS, INC. COMPLETES $175 MILLION NOTE OFFERING


ATLANTA (October 27, 2004) - AirGate PCS, Inc.  (Nasdaq:  PCSA), a PCS Affiliate
of Sprint,  today  announced  that the Company has  successfully  concluded  its
private,  unregistered  offering  pursuant to Rule 144A and Regulation S of $175
million First Priority Senior Secured Floating Rate Notes due 2011 at par value.
The notes bear interest at a rate equal to three-month  LIBOR plus 3.75%,  reset
quarterly.  The  notes  are  guaranteed  on a  senior  secured  basis by each of
AirGate's  subsidiaries and subject to certain exceptions are secured on a first
priority  basis  by liens  on  substantially  all of  AirGate's  assets  and its
subsidiaries' assets.

AirGate  used  approximately  $132.4  million of the proceeds of the offering to
repay  $131.2  million  of  outstanding  principal  and $1.2  million of accrued
interest  under  its  senior  credit  facility  and plans to use the rest of the
proceeds  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.

Commenting on the announcement,  William J. Loughman, chief financial officer of
AirGate PCS,  said,  "We continue to  strengthen  AirGate's  financial  position
through a disciplined  approach to accessing the capital markets and we are very
pleased to complete this $175 million transaction on favorable terms. We believe
that we now have  greater  operating  flexibility,  which  will allow us to more
aggressively  invest in our growth,  increase  market share in our territory and
deliver  greater  value to our customers  and  shareholders,  all of which makes
AirGate a stronger company."

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.

                                     -MORE-



AirGate Completes Notes Offering
Page 2
October 27, 2004

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
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-

EX-99

[LOGO OMITTED]


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


         AirGate PCS, Inc. Announces Redemption of Remaining Outstanding
                13.5% Senior Subordinated Discount Notes due 2009


ATLANTA (October 28, 2004) - AirGate PCS, Inc.  (Nasdaq:  PCSA), a PCS Affiliate
of  Sprint,  today  announced  that  it has  called  for  redemption  all of its
remaining  outstanding  13.5% Senior  Subordinated  Discount Notes due 2009 (the
"13.5% Notes"). The redemption date for the 13.5% Notes is December 9, 2004. The
redemption price will be equal to 106.75% of the principal  amount  outstanding,
plus  accrued  and unpaid  interest.  On or prior to the  redemption  date,  the
redemption  price  will be  deposited  with  the  trustee  under  the  indenture
governing the 13.5% Notes.  Consequently,  interest shall cease to accrue on the
13.5% Notes on the redemption date.

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.

                                      -END-