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): December 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 1.01.        Entry into a Material Definitive Agreement

On December 7, 2004,  AirGate PCS,  Inc.  ("AirGate")  entered into an Affiliate
Agreement  (the  "Agreement"),  dated  as  of  December  1,  2004,  with  Lucent
Technologies  Inc.  ("Lucent")  pursuant to which AirGate will purchase products
and  services  from  Lucent  for  use  in  connection  with  Airgate's   network
operations.  The Agreement is effective through December 31, 2009. The Agreement
requires  AirGate to purchase a minimum  dollar  amount of products and services
from Lucent from October 1, 2004 to  September  30, 2009 in order to continue to
receive the discounts provided in the Agreement and to not be required to refund
the  discounts  provided to AirGate  pursuant to the  Agreement.  The  foregoing
description  of the  Agreement  is qualified in its entirety by reference to the
terms of the Agreement which is attached hereto as Exhibit 10.1.

Item 9.01  Financial Statements and Exhibits.

(c)  Exhibits

         10.1      Agreement by and between AirGate PCS, Inc and Lucent
                   Technologies Inc., entered into on December 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: December 7, 2004                    By: /s/ William J. Loughman
                                             William J. Loughman
                                             Chief Financial Officer



                                 EXHIBIT INDEX
   Exhibit No.      Description
   -----------      -----------

         10.1      Agreement by and between AirGate PCS, Inc and Lucent
                   Technologies Inc., entered into on December 7, 2004.