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

Prospectus Supplement No. 12

                                [GRAPHIC OMITTED - LOGO]

                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 Nos. 1
 through 11 dated March 5, March 8, March 10, March 12, March 24, March 30,
 April 1, April 14, April 19, April 20 and April 27, 2004, respectively,
 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

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

                                                   Principal Amount
                                                       of Notes
                                                     Beneficially          Number of Shares
                                                    Owned that may         of Common Stock          % of Outstanding
Name                                                  be sold ($)          that may be sold           Common Stock
----                                               ----------------        ----------------         ----------------


40/86 Advisors
      Managers - High Yield Fund (formerly              725,300                  9,828                     *
      Conseco Fund Group - High Yield Fund)

         Our common stock is quoted on The Nasdaq National Market under the
 symbol "PCSA." On May 3, 2004, the reported last sale price per share of our
 common stock on The Nasdaq National Market was $19.57.

         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 May 5, 2004