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): February 20, 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)


          (Former name or former address, if changed since last report)

Item 5.           Other Events.

     Attached as exhibit 99.1 and incorporated by reference are the consolidated
balance  sheets of AirGate PCS, Inc. and  subsidiaries  as of September 30, 2003
and 2002, and the related consolidated  statements of operations,  stockholders'
deficit  and cash  flow for each of the  years in the  three-year  period  ended
September 30, 2003.  These financial  statements  reflect a subsequent event for
iPCS,  Inc.  becoming a  discontinued  operation.  In  addition,  the  financial
statements also reflect a 1 for 5 reverse stock split of the outstanding  shares
of our capital stock effected on February 13, 2004.

Item 7.           Financial Statements and Exhibits.

(c)      Exhibits.

         Exhibit No.                      Description
            99.1    Consolidated Financial Statements of AirGate PCS, Inc. and
                    its Subsidiaries.


     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: February 20, 2004           By:      /s/ William H. Seippel
                                      Name:    William H. Seippel
                                      Title:   Chief Financial Officer