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): September 13, 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)

          (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 September 13, 2004, AirGate PCS, Inc. ("AirGate"), a PCS Affiliate of Sprint,
entered into an addendum to its Sprint Management and Services Agreements (the
"Addendum") regarding back office billing and service charges, new customer
activation fees and roaming rates, providing immediate substantial savings to
AirGate's cost structure. The new fees will be effective August 1, 2004, through
December 31, 2006. AirGate also executed a Settlement Agreement and Mutual
Release (the "Settlement Agreement") with Sprint on September 13, 2004, which
will result in the settlement of various financial and contractual disputes
between AirGate and Sprint, including all previously disputed charges. The
foregoing description of the transactions between AirGate and Sprint is
qualified in its entirety by reference to the terms of the Addendum and the
Settlement Agreement which are attached hereto as Exhibit 10.1 and Exhibit 10.2,

On September 14, 2004, AirGate issued a Press Release announcing the completion
of the transactions with Sprint. A copy of that Press Release is attached hereto
as Exhibit 99.1.

Item 9.01  Financial Statements and Exhibits.

(c)  Exhibits

  10.1    Addendum  VII to  Sprint  PCS  Management  Agreement  and  Sprint  PCS
          Services Agreement, dated as of September 10, 2004

  10.2    Settlement  Agreement and Mutual Release, by and among Spring Spectrum
          L.P., Sprint Communications  Company L.P.,  WirelessCo,  L.P., AirGate
          PCS, Inc., AGW Leasing Company,  Inc.,  AirGate Network Services,  LLC
          and AirGate Service Company, Inc., dated as of September 10, 2004

  99.1    Press Release, dated September 14, 2004


         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: September 14, 2004                  By: /s/ Roy E. Hadley
                                                  Roy E. Hadley
                                              Vice President, Secretary and
                                              General Counsel