Filed pursuant to Rule 424(b)(3)
                                           Registration Statement No. 333-112843

Prospectus Supplement No. 2

                               [GRAPHIC OMITTED]

                9 3/8% Senior Subordinated Secured Notes due 2009
                             Shares of Common Stock

     This prospectus  supplement  supplements the prospectus  dated February 20,
2004 of AirGate PCS, Inc., as supplemented by prospectus  supplement No. 1 dated
March 5,  2004,  relating  to the sale by certain  holders of our 9 3/8%  Senior
Subordinated  Secured Notes due 2009 and shares of our common stock.  You should
read  this  prospectus  supplement  in  conjunction  with the  prospectus.  This
prospectus  supplement is qualified by reference to the prospectus except to the
extent  that  the  information  in this  prospectus  supplement  supersedes  the
information  contained  in  the  prospectus.  Capitalized  terms  used  in  this
prospectus  supplement  and not  otherwise  defined  herein  have  the  meanings
specified in the prospectus.

     The following line items in the table of Selling  Holders  contained in the
prospectus are hereby amended as follows:

                                                   Principal Amount
                                                       of Notes
                                                     Beneficially         Number of Shares
                                                    Owned that may        of Common Stock      % of Outstanding
                                                       be sold ($)       that  may be sold      of Common Stock
Name                                             -------------------     -------------------   -----------------
Loeb Partners Corporation
    Loeb Arbitrage Fund                                1,320,060                 60,637                *
    Loeb Partners Corporation                            78,100                  3,550                 *
    Loeb Offshore Fund                                  117,160                  5,223                 *
    Starr International Co., Inc.                        46,860                  1,590                 *

     Our common stock is quoted on The Nasdaq  National  Market under the symbol
"PCSAD." On March 5, 2004,  the last  reported bid price per share of our common
stock on The Nasdaq National Market was $19.50.

     Investing  in the notes and our  common  stock  involves  risks.  See "Risk
Factors" beginning on page 4 of the prospectus.


     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or  disapproved  of these  securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.


     The date of this Prospectus Supplement is March 8, 2004