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): November 22, 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

AirGate PCS, Inc. has received a letter dated October 22, 2004 from Alamosa
Holdings, Inc. proposing a business combination of the two companies. The text
of this letter is attached hereto as Exhibit 99.1. On November 22, 2004, AirGate
isued a press release responding to this proposal. A copy of that press release
is attached hereto as Exhibit 99.2.


Item 9.01  Financial Statements and Exhibits.

(c)  Exhibits

99.1   Letter from Alamosa Holdings, Inc. to AirGate PCS, Inc. proposing a
       business combination of the two companies, dated October 22, 2004.

99.2   Press Release of AirGate, PCS, Inc. responding to a proposal by Alamosa
       Holdings, Inc. for a business combination with AirGate PCS, Inc., dated
       November 22, 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: November 22, 2004                  By: /s/ William J. Loughman
                                               William J. Loughman
                                               Vice President and Chief
                                               Financial Officer



                                 Exhibit Index

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

99.1   Letter from Alamosa Holdings, Inc. to AirGate PCS, Inc. proposing a
       business combination of the two companies, dated October 22, 2004.

99.2   Press Release of AirGate, PCS, Inc. responding to a proposal by Alamosa
       Holdings, Inc. for a business combination with AirGate PCS, Inc., dated
       November 22, 2004.

EX-99

     (Alamosa Letterhead)

October 22, 2004
Thomas M. Dougherty
Chief Executive Officer and Director
AirGate PCS, Inc.
233 Peachtree St. NE
Harris Tower Suite 1700
Atlanta, GA 30303

Dear Tom:

I appreciated having the opportunity to speak with you regarding a
business combination involving our respective companies. As I
mentioned to you in our discussions, my board of directors and
management team have given significant consideration to a combination
of AirGate with Alamosa and have concluded that both organizations and
their shareholders stand to realize substantial benefits from such a
combination.

On behalf of Alamosa, I submit for consideration by you and your board
of directors a proposal for the combination of Alamosa and AirGate in
a stock-for-stock merger pursuant to which AirGate stockholders would
receive 2.8 Alamosa shares in exchange for each of their AirGate
shares. In addition, we would consider paying a significant portion of
the consideration in cash rather than stock. Our proposal provides
compelling value to your stockholders and the opportunity to continue
to participate in the upside available to Alamosa stockholders.

A merger of our two companies would create the premier Sprint PCS
Affiliate with over 23 million total POPs, over 18 million covered
POPs and approximately 1.188 million subscribers. We believe that the
increased scale of our combined company will provide meaningful
operational and financial benefits. In addition, with the
significantly increased market capitalization, the combined company's
common stock should appeal to a broader investor group going forward
and provide your stockholders with a substantially more liquid market.

We have discussed with our advisors the various legal, financial and
other requirements associated with this proposal and do not anticipate
any difficulty in the prompt completion of due diligence, negotiation
of a definitive agreement and consummation of this merger. We have
taken the appropriate steps to maintain the confidentiality of this
letter, and we believe that you are under no legal obligation to
publicly disclose either this letter or its contents.

I am confident that you and your board of directors will view our
proposal as a unique opportunity for AirGate stockholders to realize
substantial value for their shares in a transaction that entails
little execution risk and provides an opportunity to share in the
growth prospects of the combined company. We are prepared to meet with
you, your management team, your board and your advisors to quickly
move forward. We are prepared to address any concerns that you may
have and believe that there are no issues that we cannot resolve
together.

I look forward to hearing from you shortly.

Sincerely,

/s/ David E. Sharbutt

David E. Sharbutt
Chairman and Chief Executive Officer
Alamosa Holdings, Inc.

EX-99

[LOGO OMITTED]


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


         AIRGATE PCS, INC. RESPONDS TO ANNOUNCEMENT BY ALAMOSA HOLDINGS


ATLANTA (November 22, 2004) - AirGate PCS, Inc. (Nasdaq: PCSA), a PCS Affiliate
of Sprint, today released the following statement:

"We have received a letter dated October 22, 2004, from David E. Sharbutt,
chairman and chief executive officer of Alamosa Holdings, Inc., with a proposal
to combine our two companies. We are hereby advising shareholders that in our
continuing effort to maximize shareholder value, our Board of Directors is
giving this proposal serious consideration, as we do with any matters of this
nature. The Company has retained a financial advisor and we are carefully
reviewing our strategic alternatives, including continued execution of our
recently developed long-term strategic plan, as well as consideration of
business combinations such as the proposed combination, to determine what course
of action is in the best interest of AirGate and our shareholders in building
shareholder value," stated Thomas M. Dougherty, president and chief executive
officer of AirGate PCS.

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 Responds to Alamosa Announcment
Page 2
November 22, 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-