Filed by AirGate PCS, Inc.
Pursuant to Rule 425 under the Securities Act of 1933, as amended
and deemed filed pursuant to Rule 14a-12(b) of 
the Securities Exchange Act of 1934
Subject Company: AirGate PCS, Inc.
Commission File No. 027455

      Set forth below is the transcript of an earnings conference call held
                   by AirGate PCS, Inc. on December 14, 2004.

Moderator:  Drew Anderson
      12-14-04/8:00 am CT
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                                AIRGATE PCS, INC.

                            Moderator: Drew Anderson
                                December 14, 2004
                                   8:00 am CT

Operator:             Good day and welcome to the AirGate PCS conference call.
                      Today's call is being recorded. At this time for opening 
                      remarks and introductions I would like to turn the 
                      conference over to Ms. Drew Anderson. Please go ahead Ms.

Drew Anderson:        Thank you. Statements made in this conference call
                      regarding expected financial results and other planned 
                      events should be considered forward-looking statements 
                      that are subject to various risks and uncertainties.

                      Such forward-looking statements are made pursuant to the 
                      Safe Harbor Provisions of the Private Securities 
                      Litigation Reform Act of 1995 and are made based on 
                      management's current expectations or beliefs as well as 
                      assumptions made by and information currently available
                      to management.

                      A variety of factors could cause actual results to differ
                      materially from those anticipated. For a detailed
                      discussion of these factors and other cautionary
                      statements please refer to AirGate PCS filings with the
                      Securities and Exchange Commission especially in the Risk
                      Factors Section of AirGate PCS Form 10-K for the fiscal
                      year ended September 30, 2004.

Moderator:  Drew Anderson
      12-14-04/8:00 am CT
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                      In addition today we'll be providing non-GAAP financial
                      measures during this call such as EBITDA, ARPU, and CPGA.
                      These metrics are a supplement to GAAP financial
                      information and should not be considered an alternative to
                      or more meaningful than GAAP financial information.

                      A reconciliation of these non-GAAP financial measurements
                      to the most directly comparable GAAP financial measurement
                      is included as a schedule to our earnings release which
                      has been filed with the SEC on Form 8-K.

                      I would now like to introduce Tom Dougherty, Chief
                      Executive Officer and President of AirGate PCS. Please go
                      ahead sir.

Tom Dougherty:        Good morning and thank you all for joining us.  With me
                      today on the call is Bill Loughman, our Chief Financial 
                      Officer, and Roy Hadley, our General Counsel.

                      The purpose of this call is to review financial and
                      operating results reflected in our fourth quarter of
                      fiscal 2004 for the three month period ended September 30,
                      2004. We issued a news release yesterday evening and each
                      of you should have received a copy of the release and
                      accompanying financial summary.

                      I'll begin our discussion today with some comments about
                      recent events at the company and then turn the call over
                      to Bill who will follow with more detailed information
                      about our fiscal fourth quarter, financial results and
                      operating metrics.

                      Well we've been pretty busy to say the least since we last
                      reported earnings and I think many would agree that our
                      team has accomplished quite a bit.

Moderator:  Drew Anderson
      12-14-04/8:00 am CT
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                      First we had a strong quarter with solid operating
                      results. Second we came to a new agreement with Sprint
                      during September. Third we began our efforts on
                      refinancing some of our debt with a $175 million floating
                      rate note deal that closed after the end of the quarter.

                      And lastly we explored various options to maximize value
                      for our shareholders and came to the conclusion last week
                      that this was best accomplished by teaming up with

                      So moving onto some of the highlights some of our
                      operating results were gross additions were stronger in
                      the quarter -- almost 10,000 higher than in the same
                      quarter last year. Churn was almost 60 basis points lower.
                      And this enabled us to generate 9,296 net adds during the
                      quarter -- our highest level of net adds in almost two

                      In terms of revenues, our travel and roaming minutes
                      continue to be strong. Our ratio of inbound to outbound
                      travel and roaming minutes of use increased to 1.35 to 1
                      this past quarter from 1.33 to 1 in the third fiscal
                      quarter of 2004.

                      As with nearly all the broad Sprint family data continues
                      to be a bright spot. Data usage continued to increase and
                      now represents about $4.30 of subscriber ARPU. We're
                      optimistic that data usage and applications will continue
                      to diffuse into our subscriber base.

                      So another strong quarter of operating results we grew
                      gross additions by nearly 10,000 year over year, netted
                      additions came from minus 4,900 to plus 9,300. We had a
                      strong 1.35 to 1 travel ratio and we continue to increase
                      in data usage and revenues.

Moderator:  Drew Anderson
      12-14-04/8:00 am CT
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                      I'd like to talk now about the Sprint settlement. The
                      Sprint settlement from mid-November we are pleased to come
                      to a new agreement with Sprint that provides some clarity
                      to parts of our business and also leads to a more
                      productive partnership between our companies.

                      For those of you not entirely familiar with some of the
                      key terms of the new agreement here's a quick summary. The
                      voice travel rate has increased to 5.8 cents per minute
                      through 2006. This compares to the prior travel rate of
                      4.1 cents per minute. Since we are a net generator of
                      minutes this increase in the pricing is a benefit to us.

                      The data travel rate has remained constant at .2 of a cent
                      per kilobyte through 2006. While this is unchanged we do
                      see it as a positive as it provides more certainty to our
                      revenues and costs as data usage ramps up.

                      The service bureau fees related to cash costs per user
                      expenses are $7.25 per subscriber per month for this year;
                      $7.00 for 2005 and $6.75 for 2006. As pricing for 2004 is
                      modestly better than what we have been recently
                      experiencing and is at least a small benefit but more
                      importantly it provides certainty to our cost structure
                      for the next few years.

                      As part of the settlement we made a cash payment of $6.8
                      million to Sprint to settle claims of $18.5 million. The
                      $11.7 million difference between the $18.5 million in
                      claims and our payment of $6.8 million to Sprint is being
                      realized as a benefit to EBITDA during this quarter.

                      With this settlement behind us the management team will
                      now be able to focus more of its efforts on operating and
                      growing the business rather than trying to manage a
                      relationship with Sprint.

Moderator:  Drew Anderson
      12-14-04/8:00 am CT
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                      The floating rate notes - in addition to the settlement
                      with Sprint our management team also began the effort to
                      refinance some of the debt with a $175 million floating
                      rate note at the end of the quarter which we completed in
                      late October after the end of the quarter.

                      The offering was $175 million of first priority senior
                      secured notes. They're due in 2011 and they attract a rate
                      of LIBOR plus 3.75.

                      The proceeds were used to repay $131.2 million in
                      outstanding bank debt, call $1.7 million of 13-1/2% notes,
                      and increase the cash balance by almost $40 million.

                      With the deal we were able to extend the maturity of a
                      significant portion of our debt by two years. And we could
                      relieve the company of all maintenance covenants that we
                      had under our credit facility. And we could maintain the
                      exact same interest rate terms of LIBOR plus 3.75 which we
                      had with our credit facility.

                      With the completion of this deal were able to finally
                      address all of or imminent capital structure - structural
                      issues and again get one more non-operational issue off
                      the management team's plate.

                      As we've shared with you before with our capital structure
                      and many operating issues having been addressed we're now
                      in a better position to focus on growth and creating

                      As part of this initiative we're working on four specific
                      areas. Virtually we're revitalizing our distribution
                      network by reformatting some of the older existing stores
                      and relocating some to newer larger stores in premium

Moderator:  Drew Anderson
      12-14-04/8:00 am CT
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                      We're also opening 50 to 75 Sprint branded third party
                      doors -- exclusive doors -- over the next 12 to 18 months.
                      By December 1 we have opened approximately 20 of these
                      stores. Creating an improved and standardized customer
                      experience by adding touch screen services as part of the
                      activation process.

                      Secondly we're focusing on initiatives to reduce churn by
                      continuing to address the credit quality of the subscriber
                      base in selective ways, continuing to improve the quality
                      of our customer care, and targeting higher value
                      subscribers with new contract offers with special
                      retention programs.

                      Thirdly we're accelerating the improvement of our network
                      capabilities. We'll expand our cell sites by 250 to 300
                      over the next three years. More specifically we expect to
                      build over 100 cell sites by the end of our fiscal year to
                      expand coverage as well as improve existing coverage
                      within our footprint.

                      We'll also evaluate select areas for EBDO and the roll out
                      of high speed data applications. And we're going to
                      achieve capital expenditure savings while accelerating our
                      build out.

                      I'd like to note that we recently signed a new contract
                      with Lucent that will provide attractive pricing as well
                      as the ability for us to accelerate our build out and
                      support high level of minutes of use. This network
                      improvement plan will also support our churn reduction

                      The last of my four points of our strategy has to do with
                      the introduction of new products. We're looking at ways to
                      more effectively address the sub prime market. And we've
                      anticipated beginning a market trial sometime in the

Moderator:  Drew Anderson
      12-14-04/8:00 am CT
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                      As part of the EBDO rollout we'll be doing a market trial
                      during 2006 of a high speed data product. With a more
                      development network we would anticipate developing a LAN
                      line bypass trial for 2007.

                      These initiatives are off into the future but we see them
                      as potentially important ways of generating shareholder

                      Lastly I'd like to make a few comments on our merger deal
                      with Alamosa that was announced last Wednesday. As part of
                      the agreement AirGate shareholders will receive 2.87
                      Alamosa shares for each AirGate share.

                      In addition AirGate shareholders will have the option to
                      elect cash consideration in place of Alamosa stock up to
                      an aggregate amount of $100 million with the per share
                      cash consideration based on the average closing price of
                      Alamosa stock in the 10 trading days prior to the
                      completion of the transaction multiplied by 2.87.

                      There are a number of conditions to closing the merger.
                      I'll list some of them -- the approval of the shareholders
                      of both AirGate and Alamosa; NASDAQ approval of Alamosa
                      shares to be offered to AirGate; Hart-Scott-Rodino
                      clearance; SEC declaration of the (S4) being effected; the
                      consent of Sprint PCS, no material weakness in AirGate's
                      internal control over financial reporting in its 2004
                      10-K; legal counsel for both companies must provide an
                      opinion that the merger will be a tax-free reorganization
                      under the tax code; and no breaches of representation,
                      warranties and covenants.

                      It is anticipated that the merger will be completed in the
                      third fiscal quarter of 2005 for AirGate or for those of
                      you on a calendar cycle the second calendar quarter of
                      2005. All the details of the merger agreement have been
                      filed with the SEC and are available on the EDGAR website.

Moderator:  Drew Anderson
      12-14-04/8:00 am CT
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                      On the issue of the merger with Alamosa I'd like to make a
                      few comments on the rationale. First we believe this first
                      transaction maximizes value for our shareholders. Our
                      shareholders get significantly increased liquidity with a
                      strong Alamosa stock that is more widely traded and
                      followed than that of AirGate. And for those investors
                      looking for a way to cash out up to a $100 million of
                      proceeds can be taken in cash.

                      And in combination with Alamosa we will be better able to
                      achieve the goals that I've outlined here and Alamosa
                      their goals. We believe our investors agreement with this
                      course of action and we believe that the movement of our
                      stock price in the market would underscore that.

                      With all of this said and all of the activities we've had
                      this quarter I'll now turn the call over to our Chief
                      Financial Officer Bill Loughman. Bill?

Bill Loughman:        Thanks Tom.  I'll now go over the highlights of financial
                      results and operating statistics for the quarter ending 
                      September 30, 2004.  I'll start by discussing our 
                      subscriber statistics.

                      We ended the quarter with 384,537 subscribers compared to
                      359,460 a year ago representing a growth of 7% and 2%
                      sequentially. Of our subscriber base over 35% of 3G Vision
                      users and contribute approximately $4.30 to ARPU and added
                      of course to the entire subscriber base. This compared to
                      approximately 30% penetration of our base in our prior
                      quarter and approximately a $3.80 contribution to ARPU.

Moderator:  Drew Anderson
      12-14-04/8:00 am CT
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                      Data clearly continues to be an especially strong area in
                      our results and we are optimistic that we will continue to
                      increase adoption of Vision services by our subscribers.

                      Gross adds for the quarter were 44,437 versus 34,464 a
                      year ago. The breakout by distribution channel for the
                      quarter is AirGate operated Sprint stores at 43%, our
                      local third party stores at 7%, a B2B with 7%, Radio
                      Shacks with 17%, while other national third parties were
                      8%; and Sprint and Other were 18%.

                      Our prime credit quality (unintelligible) adds to the
                      percentage of our total growth additions for about 58% for
                      the quarter, versus about 76% a year ago, and about 52%
                      last quarter.

                      As for our subscriber base it stands at about 71% prime
                      which compares to 72% a year ago and 72% in the third
                      fiscal quarter of 2004. Our churn net of (unintelligible)
                      was 2.83% in the fourth quarter versus 3.41% in the
                      quarter year ago, and 2.55 in the third fiscal quarter of
                      2004. At best we can tell our seasonable up tick in churn
                      was consistent with the other results of our peers.

                      Net additions for the quarter were 9,296 versus a loss of
                      4,697 a year ago. Moving on I'd like to discuss our
                      revenue in net income. During the quarter AirGate reported
                      total revenues of $91.4 million versus $89.3 million a
                      year ago.

                      As for net income we reported net income of $8.7 million
                      during the quarter versus a loss of $7.8 million a year
                      ago. And EPS is 74 cents per share this quarter versus a
                      loss of $1.45 per share in last year's quarter.

Moderator:  Drew Anderson
      12-14-04/8:00 am CT
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                      Among a variety of factors earnings were impacted by an
                      $11.7 million settlement credit resulting from the
                      resolution of previous disputes with Sprint in connection
                      with the amendment of our management services agreement;
                      seasonally higher travel and roaming volumes; a higher
                      travel rate with Sprint of 5.8 cents per minute compared
                      to 4.1 per minute prior to our renegotiated settlement;
                      and lower interest expense due to our recapitalization.

                      Moving onto revenue of the $91.5 million of total revenues
                      being reported for the quarter $55.6 million was from
                      service revenues, $22.3 million from roaming revenues, and
                      $3.6 million from equipment revenue.

                      As for the average revenue per subscriber -- excluding
                      roaming -- came in at $57.58 compared with $61.22 a year
                      ago. Last year's service revenue included a $1.9 million
                      settlement credit from Sprint related to an adjustment to
                      the calculation of bad debt in a subscriber cash profile.
                      This adjustment accounted for $1.75 of last year's ARPU.

                      Year over year the primary changes to ARPU were from data
                      was up approximately $1.40 offset by MRC which was down
                      approximately 70 cents. Minutes over plan down $1.50. And
                      the ARPU was impacted by the Sprint credit of $1.75. And
                      promotional credits and other reduced by $1.10.

                      Our ratio of inbound MOU traffic to outbound MOU traffic
                      was 1.35 to 1 during this quarter compared to 1.38 to 1 in
                      last year's quarter. The travel rate between AirGate and
                      Sprint and affiliates increased to 5.8 per minute in
                      August - on August 1 from 4.1 cent and during last year's
                      quarter the travel rate was 5.8 per minute the entire

Moderator:  Drew Anderson
      12-14-04/8:00 am CT
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                      Inbound travel minutes increased approximately 23% year
                      over year. And the percent of inbound MOUs from members of
                      the Sprint family were about 98% in the quarter versus 97%
                      in last year's quarter.

                      (Unintelligible) gross addition CPGA -- excluding hand set
                      upgrades -- was $375 for the quarter compared with $395 in
                      the quarter a year ago. Non-custom acquisition related
                      costs we have realized improvements in some of the
                      following areas year over year. PCPU related to Sprint
                      service bureau improved approximately $8.50 last year to
                      now $7.25 as of August 1 under the settlement with Sprint.

                      Network operations expenses declined by approximately
                      $1.00 per subscriber as we realize more scale through
                      increased MOUs. And bad debt expense declined by
                      approximately $1.00 per subscriber and there were no
                      recapitalization fees in the period versus last year's
                      period. This is partially offset by travel and roaming
                      expenses which were impacted by $1.50 due to increased
                      MOUs off network.

                      EBITDA -- earnings before interest taxes depreciation
                      amortization -- was $28 million for the quarter versus
                      $15.3 a year ago. This quarter's EBITDA was positively
                      impacted by $11.7 million settlement credit resulting from
                      the resolution of previous disputes with Sprint in
                      connection with the amendment of our management services
                      agreements with approximately $750,000 related to
                      (unintelligible) charges.

                      Last year's EBITDA was positively impacted by a $1.9
                      million settlement credit from Sprint. For the full year
                      2004 EBITDA was $73.2 million versus $46.8 million in the
                      prior year.

Moderator:  Drew Anderson
      12-14-04/8:00 am CT
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                      I'll touch a few points on the network. Capital
                      expenditures during the quarter totaled $2.3 million
                      compared to $5.7 million in the same quarter last year.
                      For the full fiscal year capital expenditures were $14.1
                      million versus $16 million in the prior year.

                      During the quarter we turned up 6 additional cell sites to
                      bring the total to 817. And our network usage increased by
                      approximately 2.5% over the third quarter of fiscal 2004.

                      Average MOUs per subscriber were approximately 1,045
                      minutes during the quarter compared to 1,050 in the prior
                      quarter and about 900 a year ago. And as Tom noted in his
                      earlier comments we've recently signed a new agreement
                      with Lucent that should enable AirGate efficiently
                      expanded its capital as we expand the network.

                      Lastly moving onto the balance sheet, the company ended
                      the quarter with cash and cash equivalents and short term
                      investments of $68.5 million. Subsequent to the end of the
                      quarter we closed a $175 million floating rate deal which
                      increased cash balances by approximately another $40

                      As for our debt balance at the end of the quarter we had a
                      credit facility of $131.2 million. We had the 13-1/2%
                      notes at $1.7 million. And we had 9-3/8 notes at $159
                      million. As of today we have only two instruments of
                      (unintelligible) $159 million and we have the floating
                      rate note at $175 million.

                      With that I'd like to turn it back over the operator.
                      Operator we are now ready to take questions.

Moderator:  Drew Anderson
      12-14-04/8:00 am CT
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Operator:             Thank you. Today's question and answer session will be
                      conducted electronically. If you'd like to ask a question
                      please press the star key followed by the digit 1 on your
                      touchtone telephone. If you are using a speaker phone
                      please make sure your mute function is turned off to allow
                      your signature to reach our equipment.

                      Once again if you would like to ask a question please
                      press star 1. And we'll pause for just a moment to give
                      everyone an opportunity to signal.

                      We will take our first question from (Pat Dysant) with
                      Credit Suisse First Boston. Please go ahead.

(Pat Dysant):         Good morning.

Tom Dougherty:        Good morning.

(Pat Dysant):         Tom maybe just in the context of all of the
                      scuttlebutt out there as far as Nextel/Sprint,
                      Verizon/Sprint, maybe if you could just talk about the
                      protections that AirGate would have in the context of
                      whether it is Nextel or Verizon.

                      And I guess secondly in the context of that whether the
                      merger of Sprint with any of those partners would change
                      your agreement Alamosa in any way.

Tom Dougherty:        The protection I think you're referring to is
                      the exclusivity that we enjoy in our relationship with
                      Sprint and our exclusivity - our agreement was one of the
                      early ones that Sprint had. I believe ours and one other
                      affiliate has an exclusivity that goes across all of the
                      frequency bands of mobile voice communication. I think
                      that's what you're referring to is it not?

Moderator:  Drew Anderson
      12-14-04/8:00 am CT
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(Pat Dysant):         Yeah that's right Tom.

Tom Dougherty:        Okay.  It is there and we think it's certainly adequate.
                      Our attorneys think it's there to maintain our exclusivity
                      in our particular territory.  As far as how our merger 
                      with Alamosa would change it wouldn't change at all 
                      regardless of what happens.

                      And frankly all of the talk that has gone on in the press
                      so far is something that - it's just been speculations by
                      everyone as far as I can tell. And neither Sprint nor
                      Nextel has called me and invited me to the negotiations
                      table. So I don't know anymore about it than anyone else
                      does. I read the same papers that you do.

(Pat Dysant):         Okay but I guess the net point would was that you feel 
                      that you'd be well protected in context of whether it be
                      Nextel or Verizon.

Tom Dougherty:        That's correct.

(Pat Dysant):         Okay.  Great.  Thanks.

Operator:             We will take our next question from (Rick Prentiss) with 
                      Raymond James.

(Rick Prentiss):      Good morning guys.

Tom Dougherty:        Good morning (Rick).

                      (Rick Prentiss): How are you doing?

Tom Dougherty:        Good.

Moderator:  Drew Anderson
      12-14-04/8:00 am CT
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(Rick Prentiss):      Good.  A follow up on - one extra on (Pat)'s question and
                      a couple other ones for you.  On the protection in case 
                      you wanted to put to Sprint I think yours is a slightly
                      different calculation of the entire business value and 
                      then the percent value on top of it because of the 
                      (spectrum) position.  Could you update us as far as how 
                      that calculation works?

Tom Dougherty:        I don't think there is a calculation in this one (Rick).
                      It is simply a commercial value that is established in 
                      that we have an exclusivity.  I think the only calculation
                      is if we are somehow in violation of the agreement.

(Rick Prentiss):      Okay.

Tom Dougherty:        So we wouldn't be in violation of the agreements. 
                      Whoever the acquirer is or, you know, whatever the 
                      conflict was would just be solved through a commercial

(Rick Prentiss):      Okay. Second thing I think Bill one of the
                      first things that you did when you got there is you guys
                      brought the Virgin product - agreed that Virgin could
                      start selling into your market places. Can you update us a
                      little bit about what you're seeing there? Have you seen
                      that effect the revenue streams yet? Because - was that
                      what back in August maybe?

Bill Loughman:        We didn't really start selling the Virgin
                      product until October but we have seen a significant take
                      rate in that product since we've implemented in our market

Tom Dougherty:        (Rick) we just started selling it in our retail
                      stores in the last week or so. Prior to that it was just
                      sold through Virgin's other distribution channels like
                      Best Buy.

Moderator:  Drew Anderson
      12-14-04/8:00 am CT
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(Rick Prentiss):      Okay good.  Yeah that's what I was wondering.  Because 
                      before you had not had it in your stores and I was 
                      wondering if you were going to put them in.  So they now
                      are in as of kind of the...

Tom Dougherty:        About a week ago.

(Rick Prentiss):      Okay.  And then you mentioned the CPGA cost - I think
                      that also includes the retention costs.  Can you break out
                      for us how much was retention versus how much was really 
                      for gross add on the CPGA side?

Tom Dougherty:        Hold on just a minute.

(Rick Prentiss):      Sure.

Bill Loughman:        Retention was approximately $3,224,000 for the full 

(Rick Prentiss):      Okay and what percent of the base are you retaining in a
                      quarter or having to spend to retain a customer?

Tom Dougherty:        I think we're going to have to get back to you
                      with the detail of that. What we're doing is every quarter
                      we're looking at - particularly the prime customers - the
                      ones who are under contract that are within a few months
                      of having their contract expire or they have expired and
                      they've been operating with a contract for a number of
                      months. And we're targeting them and offering them either
                      a new handset or some sort of attractive proposition
                      perhaps on a service credit.

                      And what we'd like to be able to do is to give you a more
                      accurate picture of that but it is having a significant
                      impact on our voluntary churn rate. I think that Bill has
                      some numbers on that. I just don't have them right here
                      with me.

Moderator:  Drew Anderson
      12-14-04/8:00 am CT
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(Rick Prentiss):      Sure.  Okay.  I'll circle back with you on that.  And then
                      Auction 58 is coming up the end of January.  I think you
                      guys had registered to be a bidder.  This will be I guess
                      occurring before the close of your merger with Alamosa. 
                      What's your thoughts on activity in Auction 58?

Tom Dougherty:        (Rick) if you look carefully at the documents
                      that we have filed already with the Alamosa deal I think
                      the acquisition or frequency would probably not be allowed
                      under the current terms of our agreement.

(Rick Prentiss):      That's what I thought.  I just wasn't sure with Auction
                      starting before then if you could do it beforehand or not.

Tom Dougherty:        We will not be able to participate.

(Rick Prentiss):      Right.  And the final question for you guys - just blast
                      these quick ones out.  You mentioned the EBDO trial in '06
                      and possibly for LAN line by-pass in '07 trial.  What kind
                      of pricing are you seeing?  You mentioned good pricing 
                      from Lucent on kind of the core network.  Are you seeing 
                      any early indications of where EBDO pricing might be at?

Tom Dougherty:        What we have in terms of pricing for EBDO will
                      be related to what Sprint is able to negotiate on this.
                      And it's is not all settled (Rick) and I prefer to give
                      you some information once we have concrete answers.

                      But what we have done is we've talked to Lucent about
                      perhaps providing us with a small amount of equipment for
                      a trial. And we're working out the commercial terms of
                      that. But it probably means that we can operate a trial in
                      a small area without having to put capital at risk.

Moderator:  Drew Anderson
      12-14-04/8:00 am CT
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                      And we're working with Lucent on that. And once we issue a
                      press release about our agreement we'll try to include as
                      much information as we can.

(Rick Prentiss):      Great.  Well good luck guys.

Tom Dougherty:        Well thank you so much.

(Rick Prentiss):      Take care.

Operator:             We'll take our next question from (Phil Cusick) with Bear
                      Stearns.  Please go ahead.

(Phil Cusick):        Good morning guys.

Tom Dougherty:        Good morning (Phil).

(Phil Cusick):        Just wanted to ask a quick question on one, the
                      timing of - any change in your thoughts on the timing of
                      future cell site builds. And second of all if you have an
                      update on the value of your NOL for us, if there was any
                      clarification there.

Tom Dougherty:        Let me take the cell site one. We have an
                      ambitious build plan for this year. But as you might
                      imagine we have been going at a fairly slow rate so we're
                      going to be on the acceleration phase.

                      In our discussions with Alamos about what they have been
                      doing they're also having a good high rate of build. And I
                      think that between the two of us we're going to if
                      anything be accelerating the build of network for AirGate
                      as it goes forward

Moderator:  Drew Anderson
      12-14-04/8:00 am CT
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                      So I think that we're going to be building at a good
                      aggressive pace going forward. As I said I hope that we
                      finish 100 cell sites by the end of the fiscal year if not
                      more. Bill do you have anything?

Bill Loughman:        Yeah (Phil) regarding the NOL we'll be filing
                      our 10-K later on today. In that will be details of the
                      NOL but approximately - it's over $200 million of NOL. And
                      - but I think it's better off as you look at exactly
                      there's some restrictions in part - using certain of those
                      NOLs. So I think if you look at the 10-K it'll give you
                      the detail you need.

(Phil Cusick):        So of the $290 that you reported a year ago $200 million 
                      remains after the IPSC spinout?

Bill Loughman:        Yeah and about $75 to $90 are not subject to limitations.
                      But the $75 to $90 million those details will be in the 

(Phil Cusick):        That's great.  Thank you.

Operator:             We'll take out next question from (Ethan Schwartz) with 
                      CRT Capital Group.  Please go ahead.

(Ethan Schwartz):     Hi.  A couple of questions.  First of all just to make 
                      sure I understand the credit from Sprint is the benefit of
                      that reflected in the $28 million EBITDA.  In other words
                      should that be deducted for normalized EBITDA?

Bill Loughman:        That reflected in the EBITDA and it should be deducted 
                      from normal EBITDA.

(Ethan Schwartz):     Okay.  Second of all back on the issue of the non-compete
                      just to clarify would that be maintained by whomever 
                      acquired AirGate if - let's say if AirGate was maintained 
                      as a corporate entity as a separate subsidiary.  In other
                      words would that still benefit the AirGate territory for
                      the new owners?

Moderator:  Drew Anderson
      12-14-04/8:00 am CT
     Confirmation #931645
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Tom Dougherty:        That is my understanding from our lawyers - that
                      exclusivity would follow to the owner.

(Ethan Schwartz):     Okay and in the negotiations with Alamosa did you on your
                      side specifically discuss the potential value of your 
                      better exclusivity agreement.  Was that explicitly raised
                      as an element of the value in AirGate?

Tom Dougherty:        When you talk about the values for a company
                      you express all of the attributes that you have. Sort of
                      like when you're thinking about dating somebody you start
                      telling them all of the beauty marks that you've got but I
                      don't know that Alamosa valued us any differently as a
                      result of that.

(Ethan Schwartz):     Well I mean I just got married.  I'd be thrilled to know 
                      that my wife had an (unintelligible).

Tom Dougherty:        I believe (unintelligible) on the call having found out 
                      (unintelligible) how to dial in this morning.  I do 
                      apologize for my curtness.

(Ethan Schwartz):     Okay.  All right.  Thanks very much.  Take care.

Tom Dougherty:        Okay.

Operator:             We'll take our next question from (Dennis Liebowitz) with
                      (Unintelligible) Partners. Please go ahead.

(Dennis Liebowitz):   Yes I wanted to ask - although you have
                      exclusivity -- I guess Alamosa doesn't -- are there any
                      arrangements with respect to a buyout of Sprint that

Moderator:  Drew Anderson
      12-14-04/8:00 am CT
     Confirmation #931645
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                      affect you or them or the other affiliates? And what
                      difference would it make under those conditions if it were
                      Verizon who was the buyer as opposed to the current

Tom Dougherty:        (Dennis) I don't know what the current proposal is.

(Dennis Liebowitz):   Well presuming it's what's in the papers -- Sprint buying
                      Nextel at the ratio that was given.

Tom Dougherty:        Right. You know, I don't know the content of
                      every one of these agreements. And, you know, the
                      exclusivity that we have specifically states that it's for
                      mobile voice, you know, across all frequencies. In the
                      case of the others if their exclusivity is different than
                      that I think there'd be a separate negotiation that would
                      determine how they would be dealt with.

                      But frankly I just have a lot of difficulty dealing with
                      this until there's an offer on the table and we can deal
                      with real numbers and real facts. I just feel like I'm
                      dealing in vapor.

(Dennis Liebowitz):   But there's no specific arrangement or clause
                      with respect to your or the other affiliates' arrangements
                      that say what happens if Sprint -- which actually owns the
                      frequencies -- gets bought?

Tom Dougherty:        No but if - like any two commercial entities
                      we'd sit down and talk about how we're going to resolve
                      it. And I can't believe that any good and fair assessment
                      would come out differently than, you know, a good
                      commercial negotiation.

Moderator:  Drew Anderson
      12-14-04/8:00 am CT
     Confirmation #931645
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                      The market place has valued us all at certain level. And
                      if one party or the other wants to own the entity I would
                      think that we'd use the market place as a benchmark.

(Dennis Liebowitz):   Right.  Okay.  Thanks.

Tom Dougherty:        Thank you.

Operator:             We'll take our next question from (Michael Wieder) with
                      Banc of America.  Please go ahead.

(Michael Wieder):     Hey Tom I'm just wondering can you shed any light
                      -- I don't know if you guys have to this point -- but shed
                      any light as to your thinking - the parameters you guy
                      used in arriving at the conclusion that the offer from
                      Alamosa was, you know, 2.87 shares it made sense, at 2.8
                      shares it didn't. Just thinking broadly about where
                      they're valued, where you're valued. Just what some of the
                      background thinking was on the deal?

Tom Dougherty:        I really can't talk about the whole negotiation
                      and what alternatives we explored. But our board evaluated
                      the offers that were available and came to the conclusion
                      that 2.87 shares of Alamosa stock was in the best interest
                      of our shareholders.

(Michael Wieder):     And then back to the agreement or the nature of
                      your agreement - the actual (unintelligible) that you have
                      I don't know whether the focus is more on a bit on the
                      defensive side but on a more offensive side if you will.

                      If you've got exclusivity across all frequencies on all
                      wireless mobility is that going to preclude a Verizon if
                      it acquires Sprint from continuing to compete against you?

Moderator:  Drew Anderson
      12-14-04/8:00 am CT
     Confirmation #931645
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Tom Dougherty:        One of the two of us would probably find
                      ourselves trying to establish the opportunity to serve
                      these customers in the Carolinas and Georgia. And I think
                      that commercially we would figure out who's going to do

(Michael Wieder):     Okay.  Thank you.

Operator:             We will take our next question from (Steve Renerie) with 
                      (Ramius) Capital Group.  Please go ahead.

(Steve Renerie):      Hi.  Good morning.  Just a follow up at the risk of
                      beating a dead horse...

Tom Dougherty:        This horse is pretty dead.

(Steve Renerie):      It's dead but...

Tom Dougherty:        He's starting to smell here.

(Steve Renerie):      We're going to beat it one more time. Just - on
                      timing - just to make sure it's perfectly clear. I think
                      some of the reasons that you're getting so many questions
                      on this is because nobody's really come right out and said
                      this. But when a theoretic merger of Sprint with anyone
                      else closes, on day one they will - if no commercial
                      arrangements are agreed in advance be violating the
                      agreement they have with you. Is that right.

Tom Dougherty:        That's my understanding.

(Steve Renerie):      Okay.

Moderator:  Drew Anderson
      12-14-04/8:00 am CT
     Confirmation #931645
                  Page 24

Tom Dougherty:        So therefore do you think that the deal would close before
                      they came out with some sort of commercial arrangement?

(Steve Renerie):      Unlikely but, you know, I'd like to know, you know, going
                      in your, you know, posture with regard to the question.

Tom Dougherty:        I think that we have an exclusive right to
                      operate and to provide wireless voice services in our
                      territory. And I would continue to exercise that right.
                      And if there is some way that this is going to be
                      conflicted we'd deal with it head on.

(Steve Renerie):      And, you know, I think one of the other points which maybe
                      you could address at some point if not right now as the 
                      process goes along and in the proxy statement is sort of 
                      the idea that since you have this - I mean, now very 
                      valuable contractual position that other players like 
                      Alamosa don't have, you know...

Tom Dougherty:        Well they have an exclusivity as well. Now
                      let's not say they don't have any exclusivity. Their
                      exclusivity is just defined differently than ours. All of
                      us have an exclusivity.

(Steve Renerie):      Agreed. But, you know, clearly I guess the point
                      is if there's a more valuable exclusivity for us we have
                      to accept the fact that if we're going to do the merger
                      that we're diluting that, you know, and sharing it with
                      the Alamosa shareholders.

                      And I just think that's something that everybody should
                      know with eyes wide open. And I'd just be interested in
                      hearing about that at some point.

                      And other than that I fully support everything you guys
                      are doing. And I thank you for it.

Moderator:  Drew Anderson
      12-14-04/8:00 am CT
     Confirmation #931645
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Tom Dougherty:        Well thank you. We are - look, I don't mean to
                      be - sound at all evasive about this. It's just when we
                      have - we're trying to identify a posture based on what is
                      being said in a newspaper. I just find that very difficult
                      to answer and be frank with you guys. So it has nothing to
                      do with anything except let's get the real issue on the
                      table once the real issue surfaces and then we'll deal
                      with it.

(Steve Renerie):      Great.  I'll look forward to it.  Thank you guys.

Tom Dougherty:        Thanks.

Operator:             We will take a follow up question from (Rick Prentiss) 
                      with Raymond James.  Please go ahead.

Tom Dougherty:        (Rick) you're not going to beat that horse again are you?

(Rick Prentiss):      That horse is dead.

Tom Dougherty:        Thank you.  Thank you.

(Rick Prentiss):      Let's talk about some real issues.

Tom Dougherty:        Good.  Thank you.

(Rick Prentiss):      You guys signed a new agreement with Sprint.
                      You've got the lower back office costs. Tom you guys have
                      been one of the leading ones pressing for Sprint to
                      improve and reduce the cost of customer service. Have you
                      noticed any improvement so far in customer care that
                      Sprint is providing on the back office and billing side

Moderator:  Drew Anderson
      12-14-04/8:00 am CT
     Confirmation #931645
                  Page 26

Tom Dougherty:        Well I think that it's not a clear yes or no
                      with this. There - when you go through a customer care
                      change out like this there are many different ways that
                      you can manage the process to make things happen and
                      there's indicators along the way.

                      The final test is when you get things like the JD Powers
                      survey that actually goes out and evaluates how customers
                      perceive it. Now there's plenty of small indicators that,
                      you know, calls are being answered more quickly, there's
                      more resolution of, you know, one call and it's done.

                      There's plenty of little incremental improvements that are
                      being seen. But in the totality - that is from the
                      customer's point of view what he perceives as being a
                      better customer care I don't believe that we've moved the
                      needle very much there.

                      So lots of building blocks being established, lots of
                      improvement we hope being made, but the final real acid
                      test I think that when we see survey after survey and
                      there's improvement made there that's when I'll say that
                      there's some real improvement being made.

                      But since you bring up the customer care you should know
                      that part of our agreement with Sprint is that if there is
                      no improvement made by the period of January through July
                      of 2006 we did reserve the right to go off and establish
                      our own customer care to execute at a higher standard than
                      in the even that they fail in improving their customer
                      care. I'm here cheering for them. I don't want to exercise
                      that option.

(Rick Prentiss):      Right.  But just in case.  I know you've made that - and
                      obviously for customer care, churn, the whole
                      interrelation there you want to make sure that 
                      improvements actually are real.

Moderator:  Drew Anderson
      12-14-04/8:00 am CT
     Confirmation #931645
                  Page 27

Tom Dougherty:        That's correct.

(Rick Prentiss):      Or it's just anecdotal.

Tom Dougherty:        That is absolutely correct. And what we're
                      looking for here is - we see the building blocks being
                      done but, you know, when it's all moved along and we're
                      getting that high quality customer care and our customers
                      are experiencing and feeling better about us that's when
                      we'll be happy to say we're not going to exercise that

(Rick Prentiss):      Okay. One other question for you - operational
                      question instead of a dead horse question. Metro PCS is in
                      the Atlanta area. Leap is out of bankruptcy now and
                      looking to come into other areas. Have you seen them in
                      your market place and what do you think of that kind of
                      product offering?

Tom Dougherty:        Metro PCS does not operate in our territory.
                      Leap did for a short period of time operate in Hickory,
                      North Carolina, but they subsequently folded. So we don't
                      have Metro PCS or (unintelligible) in our territory today.

(Rick Prentiss):      What do you think about that type offering plan?  You guys
                      have- it seems that your minutes of use on the Sprint
                      plans have kind of maybe plateaued out here.  I think Bill
                      mentioned that the minutes of use have stabilized 1,045 
                      versus 1,050 minutes.  What do you think about those type
                      unlimited plans, without roaming...

Tom Dougherty:        I'll tell you that I think that that has a
                      great deal of merit for the sub prime category in offering
                      a product that may do just what somebody wants for sub
                      prime and for, you know, local use only. And we're
                      certainly going to take a long hard look at what something
                      like that might do as a complement to our existing Sprint

Moderator:  Drew Anderson
      12-14-04/8:00 am CT
     Confirmation #931645
                  Page 28

                      However I think that some of the things you should
                      probably recognize is that the number of minutes of use
                      that we have are close enough to what a Metro PCS product
                      like - might offer. I'm not sure it's all that much of a
                      difference. We have one quarter here where it's pretty
                      much plateaued.

                      But I think that the growth in our minutes of use for our
                      Sprint customers continues to go up. And when you're at
                      1,050 and a Metro PCS customer is at 1,600 I'm not so sure
                      there's all that much difference in terms of network

(Rick Prentiss):      Right.  Right.  It really becomes of a question of 
                      acquisition costs and controlling a sub prime customer.

Tom Dougherty:        It's more than anything being able to keep your
                      costs for both the - servicing the customer and acquiring
                      the customer at a level that you can make a decent margin.

                      And that frankly Metro PCS seems to have done quite a good
                      job on that. And I think studying their model and
                      understanding how they've made a success of it is a lesson
                      that all of us could learn.

(Rick Prentiss):      Great.  Well good luck with the operations.

Tom Dougherty:        Thank you very much sir.

Moderator:  Drew Anderson
      12-14-04/8:00 am CT
     Confirmation #931645
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Operator:             Once again if you would like to ask a question please 
                      press star 1 at this time.  We will go next to 
                      (Sam Savall) with (Quattro) Global Capital.  Please go

Man:                  Yes.  Hi.  It's (unintelligible) for (Sam Savall).  I was
                      wondering if you might be able to talk about what the 
                      circumstances are under which Sprint might be permitted
                      to withhold consents after your merger.
                      I know that you mentioned that as a condition. I was
                      wondering under what circumstances might (unintelligible)
                      be permitted to withhold that concern.

Tom Dougherty:        I think the words are not be unreasonably
                      withheld. So there's every precedent that I know of -
                      every acquisition that has been brought to Sprint they've
                      approved. So I can't imagine what the circumstances would
                      be with two affiliates in good standing both of us in good
                      financial condition and both of us with a renegotiated
                      Sprint agreement.

                      I don't want to speak for Sprint but I can't believe that
                      they will withhold it for any reason and certainly they
                      are not going unreasonable withhold it.

Man:                  Great.  Thank you.

Tom Dougherty:        Sure.  Operator can we make this the last question please?

Operator:             And gentlemen at this time there are no additional 
                      questions.  Mr. Dougherty I'll turn the call back over to
                      you sir.

Tom Dougherty:        Thank you very much. I'd like to just thank
                      everybody for being here this morning. We've had a very

Moderator:  Drew Anderson
      12-14-04/8:00 am CT
     Confirmation #931645
                  Page 30

                      eventful year at AirGate. And we look forward to reporting
                      more growth and both in terms of revenue and in earnings
                      in the very near future and we'll look forward to talking
                      to you in February. Thanks very much.

Operator:             This will conclude today's conference call.  We do thank 
                      you for your participation and you may disconnect at this


Forward-Looking Statements

This  document  contains  forward-looking  statements  within the meaning of the
Private Securities  Litigation Reform Act of 1995. Such statements include,  but
are not limited to, (1)  statements  about the benefits of the  proposed  merger
between Alamosa Holdings,  Inc.  ("Alamosa") and AirGate PCS, Inc.  ("AirGate"),
including future financial and operating results; (2) statements with respect to
Alamosa's  plans,  objectives,  expectations and intentions and other statements
that are not historical facts; and (3) other statements identified by words such
as  "believes,"  "expects,"  "anticipates,"   "estimates,"  "intends,"  "plans,"
"targets,"  "projects" and similar  expressions.  Such statements are based upon
the current beliefs and  expectations of Alamosa's and AirGate's  management and
are subject to significant  risks and  uncertainties.  Actual results may differ
from those set forth in the forward-looking statements.

The following factors,  among others,  could cause actual results to differ from
those set forth in the forward-looking statements: (1) the businesses of Alamosa
and AirGate may not be integrated  successfully or such  integration may be more
difficult,  time-consuming  or costly than  expected;  (2) expected  combination
benefits  from the  Alamosa/AirGate  transaction  may not be fully  realized  or
realized within the expected time frame;  (3) the failure of AirGate and Alamosa
stockholders  to approve the merger and/or the failure to obtain  approvals from
regulators  or other  groups;  (4)  disruption  from the  merger  making it more
difficult to maintain  relationships with clients,  employees or suppliers;  (5)
Alamosa's and AirGate's  dependence on their affiliation with Sprint; (6) shifts
in  populations or network  focus;  (7) changes or advances in  technology;  (8)
changes in Sprint's  national  service  plans or fee  structure  with Alamosa or
AirGate;  (9) change in population;  (10) difficulties in network  construction;
(11) increased  competition in Alamosa's and AirGate's markets; and (12) adverse
changes in financial  position,  condition or results of operations.  Additional
factors that could cause  Alamosa's and AirGate's  results to differ  materially
from those described in the forward-looking  statements can be found in the 2003
Annual Report on Form 10-K and in the Quarterly  Reports on Form 10-Q of Alamosa
and AirGate filed with the Securities and Exchange Commission (the "Commission")
and  available  at the  Commission's  internet  site  (  The
forward-looking  statements  in this  document  speak only as of the date of the
document,   and  Alamosa  and  AirGate   assume  no  obligation  to  update  the
forward-looking  statements  or to update the reasons why actual  results  could
differ from those contained in the forward-looking statements.  

IMPORTANT  INFORMATION.  Stockholders  will be able to obtain a free copy of the
joint  proxy   statement/prospectus,   as  well  as  other  filings   containing
information  about Alamosa and AirGate,  without  charge,  at the Securities and
Exchange  Commission's internet site  (  Copies of the joint
proxy  statement/prospectus  and the filings  with the  Securities  and Exchange
Commission   that  will  be   incorporated  by  reference  in  the  joint  proxy
statement/prospectus  can also be  obtained  without  charge,  when they  become
available,  by directing a request to Alamosa Holdings,  Inc., 5225 S. Loop 289,
Lubbock, Texas 79424, Attention: Jon Drake (806-722-1100); or AirGate PCS, Inc.,
Harris Tower, 233 Peachtree  Street,  N.E. Suite 1700,  Atlanta,  Georgia 30303,
Attention: Bill Loughman (404-525-7272).

The respective directors and executive officers of Alamosa and AirGate and other
persons  may be deemed to be  participants  in the  solicitation  of  proxies in
respect of the proposed merger.  Information  regarding  Alamosa's directors and
executive officers is available in the proxy statement filed with the Securities
and Exchange Commission by Alamosa on April 23, 2004, and information  regarding
AirGate's  directors and executive  officers is available in the proxy statement
filed with the Securities  and Exchange  Commission by AirGate on March 5, 2004.
Other  information  regarding the  participants in the proxy  solicitation and a
description  of their direct and  indirect  interests,  by security  holdings or
otherwise,  will be contained in the joint proxy  statement/prospectus and other
relevant materials to be filed with the Securities and Exchange  Commission when
they become available.