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 Act of 1934
                                                     Subject Company: iPCS, Inc.
                                        Commission File No. 333-47682; 333-47688

                                AIRGATE PCS/iPCS

                      Analysts Teleconference Call Script

                          Moderator:  Thomas Dougherty
                                August 29, 2001
                                  7:30 a.m. MT

Operator:           Good morning, everyone. Welcome to the AirGate iPCS analysts
                    and investor's teleconference call. With us today, we have
                    Thomas M. Dougherty, President and Chief Executive Officer
                    of AirGate PCS and Timothy M. Yager, President and Chief
                    Executive Officer of iPCS. After the opening remarks, you
                    will be taking questions. At that time, you will need to
                    press the one, followed by the four on your telephone. This
                    call is intended for financial analysts and investors only.
                    All other participants will be placed in a listen-only mode.
                    This call is being recorded. Your participation implies
                    consent to our recording this call. If you do not agree to
                    these terms, simply drop off the line.

                    Now I'd like to turn the conference over to Alan Catherall.
                    Please go ahead, sir.

Alan Catherall:     Thank you, operator. Good morning, ladies and gentlemen.
                    This is Alan Catherall, Chief Financial Officer of AirGate.
                    As we've already mentioned, joining me this morning is Tom
                    Dougherty, President and Chief Executive Officer of AirGate,
                    as well as Tim Yager, President and Chief Executive Officer
                    of iPCS.

                    Before we begin, I'd like to make the following disclosure.
                    Certain forward-looking statements that will be made by
                    management during this call are being provided in reliance
                    upon the safe harbor provision of the Private Securities
                    Litigation Reform Act of 1995. Since these forward-looking
                    statements are based on factors that involve risks and
                    uncertainties, actual results may differ materially from
                    those contained in this presentation. These factors are
                    disclosed with our filings with the SEC. We do not assume
                    any obligation to update these forward-looking statements.

                    I'd now like to turn the call over to Tom Dougherty, who
                    will make some opening remarks. Tom?

Tom Dougherty:      Thank you, Alan. Good morning, everyone, and thank you for
                    joining us. We've very excited about our combination with
                    iPCS, which will create what we believe will be the premiere
                    Sprint PCS network partner. Before moving into this
                    presentation, I'd like to give Tim Yager the opportunity to
                    share with you his thoughts about this morning's
                    announcements. Tim?

Tim Yager:          Thank you, Tom. I'm pleased to be here and am excited about
                    the future of a combined AirGate and iPCS. Both our
                    companies share a common culture and strategic approach to
                    our markets and focus on shareholder value. We both have
                    successfully executed our strategies and enjoy superior
                    subscriber growth. The wireless communications industry
                    continues to evolve and grow at an unprecedented rate. We
                    look forward to quickly

                    closing this transaction so we can begin working together
                    with AirGate to combine best practices and create a true
                    leader within our industry, bringing additional value to our
                    shareholders, opportunities for employees and strengthening
                    relationships with our customers.

                    I'll now turn the call back over to Tom Dougherty.  Tom?

T. Dougherty:       Thank you, Tim. Many of you on this call are, of course,
                    very familiar with AirGate and you know that we have some of
                    the best operating metrics among the Sprint affiliates. To
                    ensure that we continue to bring value to shareholders and
                    customers alike, we have been very disciplined in our
                    expansion. With iPCS, we are confident that we found the
                    right partner to build value while creating a true leader
                    within the wireless communications industry.

                    Like AirGate, iPCS has strong relationships with its
                    customers, densely populated territories, attractive market
                    demographics and a fully funded business plan. Undoubtedly,
                    this is the right transaction at the right time.

                    As announced in our press release earlier today, the boards
                    of directors of both AirGate and iPCS have unanimously
                    approved an agreement under which AirGate and iPCS will
                    combine in a tax-free, stock for stock transaction. The
                    transaction has an enterprise value of approximately $900
                    million based on our closing stock price yesterday. The
                    terms of the transaction are straightforward. Specifically,
                    AirGate will issue approximately 12.4 million shares of
                    AirGate common stock. AirGate will hold in reserve an
                    additional 1.1 million shares for issuance upon the exercise
                    of the outstanding iPCS options and warrants. Assuming full
                    conversion of each company's options and warrants, AirGate
                    shareholders will own approximately 52.5 percent of the
                    combined company and iPCS shareholders will own
                    approximately 47.5 percent. AirGate will also assume
                    approximately $95 million of iPCS net debt.

                    Upon completion of the transaction, iPCS will become a
                    wholly owned subsidiary of AirGate. Barry Shiftman [sp] will
                    remain as Chairman of AirGate and I will remain President
                    and CEO. Alan Catherall will remain CFO of AirGate. Tim
                    Yager, iPCS's President and CEO will continue in that
                    position until the transaction closes. Tim will then join
                    the AirGate Board of Directors as one of iPCS's three
                    designated director. A representative of the Blackstone
                    Group, which through its affiliated fund, is a significant
                    shareholder of iPCS, and another independent director will
                    be agreed upon by both AirGate and iPCS and will also be
                    added to the combined company's board.

                    When all is said and done, AirGate's board will expand to
                    include nine members. We will meet customary regulatory
                    approval and review--I'm sorry regular--regulatory review
                    and approvals by the shareholders of AirGate, both company's
                    senior secured lenders and Sprint PCS. A majority of the
                    shareholders of iPCS have agreed to vote their shares in
                    favor of the merger. We believe that all of our
                    constituencies will recognize the merits of this combination
                    and that approvals can be obtained quickly. We expect the
                    transaction to close by the end of the February 2002.

                    I'd now like to turn the call over to Alan again. Who will
                    provide you with some more detail on iPCS and its markets.
                    Where we believe significant opportunities exists for
                    additional revenue growth and market penetration. Alan?

A. Catherall:       Thanks, Tom. We believe that this is a unique opportunity to
                    expand our existing network and customer base and allow us
                    to leverage our operating expertise across iPCS's strong and
                    attractive markets. For those of you unfamiliar with iPCS,
                    is the fifth largest Sprint PCS affiliate. As the exclusive
                    rights to provide mobile, wireless personal

                    communication network services under the Sprint PCS brand to
                    over 7.4 million POPS, and, as of June 30, at over 107,000

                    IPCS's service territory is adjacent to several major
                    metropolitan areas but are operated by Sprint PCS, including
                    Chicago, Detroit, DeMoine, Indianapolis and St. Louis.
                    Thereby, offering us additional sources of roaming revenue.
                    Additionally, in many of iPCS's markets competition is more
                    fragment--fragmented than is generally the case for wireless
                    service providers operating in larger metropolitan markets.
                    iPCS is the first or second PCS entrance in most of its
                    markets. iPCS's territory is rich in population density and
                    has strong demographics. For instance the territory includes
                    the headquarters of a number of large companies, such as
                    State Farm Insurance, Archer Daniels Midland, Dow Chemical,
                    John Deere, and Caterpillar, as well as over 90 colleges and
                    universities. By leveraging our joint operating expertise,
                    and the Sprint brand, we believe there is significant
                    potential for additional subscriber growth and market
                    penetration in our combined territory.

                    iPCS's territory, also includes Grand Rapids, the largest
                    market affiliated by Sprint PCS with over 1 million POPS.
                    Other key markets include Cedar Rapids, Champaign-Urbana,
                    Peoria, the Quad Cities, Seganal Bay City [sp], and
                    Springfield. Combined with iPCS, we will have approximately
                    11 million covered POPS, making AirGate the largest Sprint
                    PCS network partner based on coverage.

                    We are proud to say that the combined company will also
                    boast a subscriber growth rate among the highest in the
                    industry. With that, let me turn the call back over to Tom.

T. Dougherty:       Thanks, Alan. As you can see this transaction brings
                    together two companies to create a formidable competitor and
                    an outstanding service provider, while creating significant
                    value for shareholders. Together with iPCS we will be well
                    positioned to capture the growing opportunities in the
                    wireless communications industry. Both AirGate's and iPCS's
                    operating regions enjoy strong demographics that support the
                    continued demand for wireless service.

                    AirGate's territory has one of the highest population
                    densities among Sprint PCS affiliates and a significant
                    number of highway miles and major interstate corridors
                    leading to tourists' destination. As Alan discussed, iPCS's
                    shares these demographic strengths.

                    As you know, infrastructure and funding is a competitive
                    differentiator within our industry. AirGate has already
                    completed its network build out. In fact, we successfully
                    completed AirGate's build out plan in less than 10 months,
                    an industry record. iPCS expects to--its build out to be
                    completed by the end of this year. Importantly, both
                    companies are fully funded with a significant cash cushion
                    to finance further growth.

                    By the end of this year, our combined network infrastructure
                    will cover 12 million people in key markets throughout the
                    Southeastern and Midwestern United States. With iPCS,
                    AirGate will cover more than 80 percent of the POPS in our
                    combined territory. We believe that, with our attractive
                    markets, larger scale and strong support of Sprint PCS,
                    we'll have the formula for success, creating enhanced growth
                    and profit opportunities.

                    AirGate continues to expect to reach EBITDA positive in the
                    second calendar quarter of 2002. As a result of this
                    transaction, on a combined basis, the company expects to
                    reach EBITDA positive one quarter later.

                    We are excited to be the largest Sprint PCS affiliate based
                    on covered POPS and look forward to working with iPCS's
                    talented management team. And now, if you have any
                    questions, Alan and I and Tim would be happy to address

Operator:           Thank you, gentlemen. Ladies and gentlemen, if you wish to
                    register for a question, please press the one followed by
                    the four on your telephone. You will hear a three-tone
                    prompt acknowledging your request. If your question has been
                    answered and you wish to withdraw your polling request, you
                    may do so by pressing the one, followed by the three. If you
                    are on a speakerphone, please pick up your handset before
                    entering your request.

                    One moment, please, for the first question. John Bensche
                    with Lehman Brothers. Please go ahead with your question.

John Bensche:       Hi. Congratulations, Tom and Tim, on a good deal here. The
                    question I have is for you, Tom, as you look at acquisition
                    versus organic growth, what are your thoughts on the balance
                    of the two, in terms of growing AirGate going forward, this
                    is a bit of a change from where you had been. And secondly,
                    what do you think about contiguous versus non-contiguous,
                    clearly this is non-contiguous, does that at all make it
                    difficult to realize scale or synergies in the merger
                    between the two?

T. Dougherty:       John, the first part of your question about growth, as you
                    undoubtedly know, and we've certainly told other analysts
                    and investors, we are very focused on operating metrics.
                    AirGate has been very successful in achieving good metrics
                    by keeping its nose close to the grindstone. We focus on the
                    important operating elements, sales, marketing, high network
                    quality and absolutely deliver on the numbers. There'll be
                    no change in that. We will continue to focus on our core
                    business and as we have brought this transition into play,
                    we will be just as focused on the operating metrics of the
                    new territory currently branded as iPCS.

                    The second part of your question about continuity. I have
                    been in this business for a long time and in the cellular
                    business, years ago, it was very important contiguous
                    territory because you had to reestablish a brand name and no
                    one had a national footprint. This particular situation with
                    Sprint allows a very wide degree of geography that could be
                    operated just as well as those close by, because you got one
                    common brand name throughout the country and Sprint and its
                    affiliates together provide a national footprint. There's
                    absolutely--as long as we have a big, well-run operation at
                    what is now iPCS, we're very confident that it can be run
                    very smoothly just as we have AirGate up to this point. Does
                    that answer your question, John?

J. Bensche:         Yes, it did. If I could ask one follow up to Alan. Do you
                    have revised financial guidance for say the `02 period when
                    the iPCS transaction, I guess, should impact pretty much the
                    first three quarters? Last three fiscal quarters of your

A. Catherall:       We all get confused at times, John, on the fiscal quarter
                    versus calendar quarter.

J. Bensche:         It's a good time to calendarize that, Alan.

T. Dougherty:       I think it may be a good time to fiscalize it actually.

A. Catherall:       I--actually, John, with regard to guidance we're working
                    through the numbers right now. We have provided, as Tom
                    indicated, guidance on the EBITDA break-even date. And,
                    quite honestly, that is the only guidance we'll provide
                    regarding 2002 at the moment.

J. Bensche:         Thank you.

Operator:           Bill Benton with William Blair.  Please go ahead with your

Bill Benton:        Good morning,  guys, congratulations.

T. Dougherty:       Thank you, Bill.

B. Benton:          You have even more reason to come visit me in Chicago now.

T. Dougherty:       With pleasure, Bill.  With pleasure.

B. Benton:          Yeah. Just with a--as an FYI, they have great coverage from
                    Chicago to St. Louis, and I think Tim already knows that.

T. Dougherty:       Thank you, Bill.

T Yager:            Good.

T. Dougherty:       I'll drive it and test it.

B. Benton:          Just a couple questions, and maybe these are really
                    questions for Tim. I wonder if you could comment--I know you
                    said the competitive environment in those iPCS markets is
                    lower, or is less I should say. And I was wondering if you
                    could just talk about how that maybe situation is changing.
                    And then maybe another question for Tim, which is, I
                    presume, given this property that you had sufficient
                    interest among several affiliates and I'm just curious on
                    your thoughts, you know, I have my own reasons why you'd
                    choose AirGate, but I'm just curious on, you know, why you
                    chose AirGate?

T. Yager:           Sure. First question Bill, in terms of the competitive
                    landscape, it is starting to change. We see SunCom brands in
                    our Iowa market starting to compete with us. We know AT&T's
                    coming into Illinois, they're not in all our markets yet in
                    Illinois. They're not in our Michigan markets yet, but
                    they're coming. But, as we've said on our own calls in the
                    past, Verizon's our strongest competitor across both of our
                    footprints. But, it's still very fragmented in terms of our
                    overall footprint.

B. Benton:          OK.

T. Yager:           With regards to the second question in terms of who we
                    talked to in this process. I think, as you and most of the
                    people on the call realize, everyone--it's a very small
                    space with the affiliates and we all talk to everyone. And I
                    think it was clear as we went down the road that AirGate was
                    the right alternative for our shareholders of iPCS and
                    provided a tremendous amount of value to our shareholders.

B. Benton:          OK.  Well, great.  Well, congratulations, again, guys.

T. Yager:           Thanks, Bill.

A. Catherall:       Thanks, Bill.

Operator:           Aryeh Bourkoff with UBS Warburg.  Please go ahead.

Aryeh Bourkoff:     Yes. Thank you and congratulations. Just a question on the
                    organization rollout structure if possible. Can you talk
                    about how the iPCS entity is being rolled in. Is that gonna
                    be an [inaudible] that remains on its own. And, also if you
                    could talk about the change of control. Thank you.

A. Catherall:       Thank you for the question, this is Alan Catherall. This--
                    the structure is gonna be organized as an unrestricted
                    subsidiary, iPCS will become an unrestricted subsidiary of
                    AirGate and essentially the two credits will remain
                    independent. The silo approach that

                    I'm sure you're very familiar with and that--to use
                    that description.  And I believe change of control, with the
                    structure, the change of control does not come to play.

A. Bourkoff:        OK, thank you.

Operator:           Michael Attar with Morgan Stanley. Please go ahead with your

Michael Attar:      Hi. Congratulations on it, guys. Couple questions, first,
                    just in terms of financials for the rest of the year, up
                    through the acquisition there'll be no--until the
                    acquisition closes, obviously no impact on the numbers for
                    AirGate. Will you breakout going forward the iPCS results on
                    the quarterly calls, just informationally?

T.  Dougherty:      We would expect to breakout some of the operating metrics of
                    iPCS separately . I think we wanted to make sure that
                    everybody understands how well we're performing in both sets
                    of markets.

M. Attar:           OK. And then I understand the--you indicated a substantial
                    cash cushion after the acquisition is closed. Can--I know,
                    it's early, any visibility or granularity you can give us on
                    that in terms of where you expect to stay in terms of cash
                    cushion or credit availability at the point when the
                    companies, on a combined basis, turn EBITDA positive?

A. Catherall:       Yes, Mike. Early indications are by the time we turn EBITDA
                    positive on a combined basis, the cash cushion will be 100
                    to 100--130 to $140 million.

M. Attar:           OK.  OK.  Thanks a lot.

Operator:           Sherryn Kinsey with CS First Boston. Please go ahead with
                    your question.

Cindy Motes:        Hi, Tom.

T. Dougherty:       Yes?

C. Motes:           It's actually Cindy Motes, sorry about that.

T. Dougherty:       Hi, Cindy.  How are you?

C. Motes:           I'm good, thanks. Congratulations to you and Tim and Alan,
                    it's a really smart deal. Anyway, I just--you might of
                    talked about this but I got disconnected off the call at one
                    point. But, would you consider possibly, I guess, more
                    acquisitions down the road? Especially, I guess, you know,
                    if you're gonna have that kind of sizable cash cushion I
                    guess, you know, out next year, is that something you would
                    also look to do? And then, obviously Sprint PCS has got to
                    approve this, but I--is it--I guess it would be safe to say
                    that they're pretty pleased with this sort of consolidation
                    that's going on, especially, you know, coming from
                    yourselves given the value you've created?

T. Dougherty:       I--well, let me answer the second one first. The--we--Sprint
                    PCS has been notified and Tim will be writing requesting the
                    formal approval in the coming days. We would expect that to
                    go forward in a pro forma fashion.

C. Motes:           Sure.

T. Dougherty:       And, you know, I think that Sprint will, you know, has a
                    real--they have a very strong program of affiliation and
                    this will strengthen that program significantly, so, I can't
                    think as they do. But, I would imagine that they would find
                    this to be pretty positive.

                    In terms of additional acquisitions, we are very focused, as
                    I said earlier, on making sure that the operating metrics of
                    our combined company are at a very strong level so that we
                    can get to cash flow positive at the earliest possible date.
                    That is where we're gonna focus our attention. I will also
                    say to you that if we are as disciplined as we were in
                    dealing with our current expansion and working with this
                    transaction, there may be some other transactions that will
                    surface. It will be also very attractive to our
                    shareholders. But we would be obliged to take a look at
                    them. Right now, I don't see anything happening in the near
                    future and I would encourage all of the management of
                    AirGate to focus on operating the businesses that we have at

C. Motes:           And, also, Tom, just following up, I--you don't see any like
                    potential, like, integration issues? I would think this one
                    would be pretty easy to integrate. Is that probably

T. Dougherty:       That is very accurate. This is--we're using the same billing

C. Motes:           Right.

T. Dougherty:       --And customer care and we have common infrastructure. They
                    have a mixture of Lucent and Nortel equipment, both of them
                    have become very similar in a way that they function. The
                    handset mix is the same. The--you know, we have similar
                    sales commission structures. There is so much similarity you
                    have to really hunt for differences.

C. Motes:           Right.

T. Dougherty:       And we would expect it to have a very smooth transition and
                    the management is going to ensure that that takes place.

C. Motes:           Great. Well, congratulations.

T. Dougherty:       Thank you very much, Cindy.

Operator:           Will Power with Robert W. Baird.  Please go ahead.

Will Power:         Good morning.

T. Dougherty:       Hello, Bill.

W. Power:           Congratulations on putting the transaction together. I--a
                    couple of questions. First, I wonder if you can walk us
                    through potential areas of cost synergies. I know there's
                    already a lot shared back office. But if you can provide any
                    preliminary ranges for, you know, what some of the
                    anticipated savings might look like.

                    And, second, on the revenue side, I think in the second
                    quarter, Illinois PCS is ARPU was about 10 percent or so
                    below your all's ARPU. I wonder if you can give us an
                    indication as to what the differences are there and what you
                    all think you can do to increase Illinois PCS's ARPU up to
                    your current level? Thanks.

T. Dougherty:       Go ahead.

A. Catherall:       Specifically, Will, with regard to the ARPU, there is one
                    major accounting difference between AirGate and iPCS. We
                    recognize the activation fees ourselves over 15 months iPCS
                    uses a recognition period of 30 months. And that difference
                    accounts for about a dollar difference in ARPU between
                    AirGate and iPCS.

                    I think the other factor is--probably relates more to
                    distribution than anything. iPCS has probably, as you know,
                    a great number of local fill-in, local distributors, we
                    operate on--largely on retail stores. Our retail stores are
                    incented to up-sell customers. iPCS's local distributors are
                    now incented to up-sell customers. That wasn't the case for
                    most of this year. They've made a recent change on the
                    commission structure. I think you'll see that benefit in
                    higher ARPU's prospectively for iPCS.

                    With regard to synergies, we didn't do this transaction for
                    synergy savings. I think, as everybody knows, in the Sprint
                    affiliate world, there are some synergy savings at the
                    senior management level, but below that there are very few
                    synergy savings to be gained. I should say, though, that
                    both companies will use this as an opportunity, if you will,
                    to install best practices, both sales, marketing,
                    engineering, finance, throughout the organization and, you
                    know, improve our operating metrics accordingly.

W. Power:           OK.  Great.  Thanks a lot.

Operator:           Ric Prentiss with Raymond James.  Please go ahead.

Ric Prentiss:       Yeah, I'll echo my sentiments, nice deal, guys.

T. Dougherty:       Thanks, Rick.

R. Prentiss:        And also congratulate you on the echo--or on the quality of
                    the network up there. I was in the Midwest all last week and
                    my Sprint phone worked great. A couple questions for you,
                    Tom, you mentioned earlier about how all these markets are
                    adjacent to a lot of the bigger markets in the Midwest. What
                    do you think the impact will be on kind of your in/out
                    roaming issues up there?

T.  Dougherty:      Well, maybe we should let Tim talk about that to begin with.
                    But, the interesting piece about roaming is that the history
                    that we're gaining now will help us in our forward
                    projections. I don't think anyone would bet their entire
                    career on having a wonderful projection about what the in
                    and out roaming would be from say the areas surrounding St.
                    Louis. But, we do believe that there is a very attractive
                    roaming territory in iPCS's territory, perhaps, it's more
                    evenly distributed throughout the year rather than our
                    seasonal, but we would expect them to be net positive for
                    some time to come.

R. Prentiss:        OK. And also, what's kind of the--amount of the ASL
                    customers up there? Is there a lot of prepaid versus post-
                    paid or what's the mix?

A. Catherall:       Rick, this is Alan, it's about the same as AirGate, both
                    companies have approximately 25, 26 percent of net
                    subscribers--sorry, subscribers, rather, at the end of June.
                    And both companies run a similar distribution path, if you

R. Prentiss:        OK, sounds good. And you talked also about the sprint local
                    being up in the area. How much a benefit or how do you
                    expect to be able to use that?

T. Dougherty:       Sprint local is just in our territory in--at AirGate in the
                    Carolina's. There is no Sprint local, to my knowledge,
                    anyway, [inaudible] due diligence in iPCS's territory.

R. Prentiss:        All right, my bad. I read it too fast. Congratulations,

T. Dougherty:       Thank you very much.

Operator:           Jennifer Murtaugh with First Union.  Please go ahead.

Jennifer Murtaugh:  Hi, congratulations. Also, you can come visit me in Chicago.
                    Question on two things, can you go through the--if there's
                    any lockup terms regarding Blackstone and the other
                    shareholders, what the duration of that is? And, I think,
                    self-admittedly Sprint kind of admits that Chicago is one of
                    their weaker markets from seeing them in a recent road show,
                    they said that they were changing the infrastructure here. I
                    guess, it's more a question to Tim. Do you think that will
                    improve if it, you know, already good roaming revenue coming
                    from Chicago through your market?

T. Yager:           Sure, Jennifer, I'll take the second one and then let Tom
                    handle the first about Blackstone. But, with regards to
                    Chicago's market, they've made substantial improvements in
                    that market throughout the summer. I know they've had an
                    active capital plan in Chicago. We still see very positive
                    roaming revenues or travel revenues coming out of Chicago as
                    well as Detroit and St. Louis into our markets. So, we think
                    that it only improves from here.

J. Murtaugh:        Great, thanks.

T. Dougherty:       And in terms--I believe your question--your first question
                    was about lockups and so forth.

J. Murtaugh:        [Unintelligible].

T. Dougherty:       We're--we believe that the correct way to deal with a merger
                    of this type is to proactively manage shareholder liquidity.
                    We believe the right way to do this is to get this going as
                    quickly as practical. So we are going to put in place a
                    shelf registration. After close, there'll be a lockup on the
                    shareholders that we will commit to have a planned secondary
                    offering in that 120 days. We will then, after than
                    secondary offering, have lockup provisions that are
                    standard, which I would imagine would be about 90 days.
                    Following that 90-day period, there's still a phase-out for
                    some of the larger shareholders that are some of the
                    founders. It will--they'll have 20 percent of their
                    remaining stock available after that 90-day lockup. There's
                    another 30 percent 90 days later after that. And the
                    remaining 50 percent, 90 days after that. I know that's a
                    rather lengthy answer to your question, but I tried to--.

J. Murtaugh:        No, it's good. It was very thorough. Thank you. That helps a
                    lot. Congratulations.

T. Dougherty:       Sure.

A. Catherall:       And by the way, Jennifer, congratulations to you as well on
                    your upcoming marriage.

J. Murtaugh:        Thank you, Alan.  Talk to you soon.

Operator:           Ned Zachar with Thomas Weisel Partners.  Please go ahead.

Ned Zachar:         Thanks very much. This is one of the rare occasions where
                    you can say that both sides got a good deal. So,
                    congratulations, again.

T. Dougherty:       Thanks, Ned.

N. Zachar:          A couple of questions, Alan, did you say that the cash
                    cushion would be, I think, 100 to 130 to 140 at the time you
                    turned EBITDA positive or free cash flow positive?

A. Catherall:       At the time, we turned EBITDA positive, Ned.

N. Zachar:          And I'm assuming, since you really need separate credits,
                    you'll have to file two separate 10Q's?

T. Dougherty:       That's correct.

N. Zachar:          So we'll get plenty of information there about Illinois PCS.

T. Yager:           Yes, you will.

N. Zachar:          And then a question for Tim, if you could talk a little
                    bit--remind us a little bit about the density and
                    demographics in the Illinois PCS territories, that would be
                    very helpful.

T. Yager:           All right. Our densities are typically above the national
                    average, they're around a hundred. So they're just a mark--
                    just a hair below what AirGate's densities are. And our
                    demographics are very strong. For instance, our medium
                    income is north of $30,000. And so we have a--we have very
                    good demographics that hold up both on the density to
                    traffic counts as well as the medium household incomes.

N. Zachar:          Terrific.  Thanks, again, guys.

T. Yager:           Thank you.

Operator:           Steve Yanis with Bank of America Securities. Please go

Steve Yanis:        Hi, Steven Yanis, again, congratulations.

T. Dougherty:       Steven, thanks.

S. Yanis:           Pretty much been exhausted, thanks. Pretty much been
                    exhausted on the fundamental questions. You might of said
                    this, I apologize if you have to repeat yourself. The 1X
                    plan for iPCS in terms of timing?

T. Dougherty:       The timing on 1XRTT is very similar to ours. We would expect
                    to finish collectively and then sort of first or second
                    calendar quarter of next year.

S. Yanis:           And if I could just have a follow-up on that, I guess a non-
                    merger related question. Have you guys been to Kansas, have
                    you played with these handsets? I mean, does the system
                    work, are you impressed? Is it fast? Do you like what you
                    can do?

T. Dougherty:       I really was, Steve. I was out in--we had an affiliate
                    meeting out in San Diego week before last, and at that
                    meeting, a great deal of the time was spent on 1XRTT and
                    what the plans are of implementation. Sprint is obviously
                    going to distribute information about their plans if--later
                    all on their own, but the availability of handsets, the
                    advanced operating systems that they're putting in place, I
                    think are going to be very pleasing to the public. I'll tell
                    you what pleasantly surprised me was that we're gonna have a
                    generous quantity of 1XRTT handsets for the Christmas
                    selling season.

S. Yanis:           Great.

T. Dougherty:       And I think that's going to be--have quite an impact on
                    the--our competitors in the market place.

S. Yanis:           It might be a whole another layer of growth.  Hey,
                    congratulations, again.  Thanks.

T. Dougherty:       Thank you.

Operator:           Jeffrey Thiam with Deutsche Bank.  Please go ahead.

Chris Avery:        Hi, it's Chris Avery sitting in for Jeff. Congratulations. I
                    think, Tim, I was hoping you could share some related
                    numbers from the last quarter for iPCS in the metrics such
                    as CPGA, churn and what ARPU actually was.

T Yager:            Sure. Our ARPU for the second quarter was about--our base
                    ARPU was about $56 with travel and roaming it was about $84.
                    Our CPGA was about $320.

C. Avery:           OK, and then churn?

T. Yager:           Our churn, net of 30 days for the second quarter was a
                    little over 2 percent, about 2.1 percent.

C. Avery:           OK.  Great.  Thank you very much.

T. Yager:           You're welcome.

Operator:           Jason Bell with SunTrust Robinson Humphrey. Please go ahead.

Jason Bell:         Thank you. Good transaction. Most of my questions have been
                    answered but just a couple of quick ones. I apologized if
                    this has been asked, but I was disconnected from the call
                    for a little bit. But, do you have like penetration rates,
                    you know, industry penetration averages for Illinois PCS's
                    markets? And, then secondly, I saw that, you know, Illinois
                    PCS had 500 minutes of used excluding roaming. But do you
                    have that figure including roaming? In other words, the
                    outbound travel minutes in the second quarter for iPCS?

T. Dougherty:       The first question about penetration in the markets, the
                    iPCS markets are much like ours, they're very close to the
                    national average. And, I'm sorry I missed the second part of
                    the question.

J. Bell:            The second part of the question, I saw in--that your minutes
                    of use for the second quarter were about 500 per average sub
                    and it sounds like that excludes roaming. I was wondering
                    what that MOU number was excluding the travel--I mean,
                    including the travel time?

T.  Dougherty:      Total with the outbound travel would be about 590, we have
                    about 90 minutes.

A. Catherall:       And, Jason, this is Alan, that's very--you know, 90 minutes
                    is very similar to AirGate as well.

J. Bell:            Right.  Right.  OK.  Thanks a lot.

T. Dougherty:       Thank you.

Operator:           Steven Wells with Lehman Brothers.  Please go ahead.

Steven Wells:       Thank you. Two questions. Can you review in addition to the
                    high yield offering at iPCS what bank facilities are
                    outstanding, or other vendor debt? And the second question
                    is in iPCS's market are any--are there any next wave
                    licenses that are being held in limbo? And, if so, who were
                    the original bidders back in January? Thanks.

A. Catherall:       With regard to senior secured financing, we have a senior
                    secured facility in place. Lehman Brothers, is the
                    administrative agent. This was prior--formally known as the
                    Lucent vendor financing. Lehman Brothers also took over the
                    small piece that Lucent had

                    not syndicated $8.5 million. So, Lucent is completely out of
                    the paper from B. both providing financing, and B. being the
                    administrative agent.

                    With regard to iPCS, they have a senior secured facility in
                    place led by Toronto Dominion.

S. Wells:           And how much is that for?

A. Catherall:       That's for $140 million.

S. Wells:           With zero balance?

A. Catherall:       They've drawn down $50 million right now.

S. Wells:           OK.  Thanks.

A. Catherall:       And, Tim, can you talk to next wave?

T. Yager:           Sure I can talk generic about next wave. I'll tell you we
                    didn't participate in any of the next wave re-auction. Next
                    wave had a few smaller markets available in our territory.
                    We did not participate so I don't have the details with me

S.  Wells:          OK. Thanks.

T. Dougherty:       Operator, could we take one more question?

Operator:           Absolutely.  Paul Wuh with Goldman Sachs.  Please go ahead.

Paul Wuh:           Hi. Just a couple quick questions for you. You had mentioned
                    that you had a cash cushion of 130 to 140 million by the
                    time you turn EBITDA positive. Could you tell us are you
                    fully funded through free cash flow positive? And then if
                    you could, you had mentioned that you would have 1XRTT
                    handsets available for the Christmas selling season. Did you
                    say that you'd have the infrastructure in place by then to
                    support that?

A. Catherall:       Paul, I'll address the cash cushion. I think Tom will talk
                    more about 1XRTT. You know, sorry--the cash cushion through
                    EBITDA positive, as I've said earlier, is approximately 130
                    to $140 million, both companies are fully funded through
                    free cash flow positive, that's a significant advantage that
                    iPCS brings to AirGate. You know, we don't have to worry
                    about raising capital. Both companies are fully funded, in
                    fact, over funded at both at EBITDA positive and free cash
                    flow positive.

T. Dougherty:       In terms of the infrastructure for 1XRTT, the implementation
                    of 1XRTT is fairly simple and straightforward. The
                    availability of the equipment is scheduled to be available
                    whenever we want it. It's literally a call by the current
                    management of iPCS as to when they would put it in place,
                    and AirGate when we would put it in place. The handsets
                    themselves can be available and be used on the old network
                    as well as the new. So, you--they're backward compatible.
                    So, what we'll do is sell the 1XRTT handsets into the
                    marketplace and we'll let the customer know that they have
                    great future in terms of the services that can be delivered
                    over here. We fully expect that there'll be an overlap of a
                    couple of months where they'll use basically second
                    generation technology but have the handset capable of third
                    generation services soon in the 2002 time frame.

P. Wuh:             And we understand that the Korean handset manufacturers will
                    be first with 1XRTT handsets, Samsung and LG. Is that what
                    you're seeing as well?

T. Dougherty:       We have--I don't want to start telling you about Sprint's
                    overall plans, but there will be multiple handset
                    manufacturers in Asia that will have their branded handsets
                    in the marketplace for the Christmas selling season.

P. Wuh:             Thank you very much.

T. Dougherty:       You're welcome.

Operator:           Ladies and gentlemen, that does conclude our conference call
                    for today. You may all disconnect and thank you for

Additional Information

In connection with the proposed merger, AirGate PCS, Inc. will file a proxy
proxy statement/prospectus will be filed with the SEC by AirGate PCS, Inc.
Investors and security holders may obtain a free copy of the proxy
statement/prospectus (when it is available) and other documents containing
information about AirGate PCS, Inc. and iPCS, Inc., without charge, at the SEC's
web site at  Copies of the proxy statement/prospectus and the SEC
filings that will be incorporated by reference in the proxy statement/prospectus
may also be obtained for free by directing a request to: Investor Relations,
AirGate PCS, Inc., 233 Peachtree St. NE, Harris Tower Suite 1700, Atlanta,
Georgia 30303, Phone: 404 525-7272, Fax: 404 525-7922.

In addition, the identity of the persons who, under SEC rules, may be considered
"participants in the solicitation" of AirGate PCS shareholders in connection
with the proposed transaction, and any description of their direct or indirect
interests, by security holdings or otherwise, is available in an SEC filing
under Schedule 14A made by AirGate PCS on December 20, 2000.

This communication is not an offer to purchase shares of iPCS, Inc., nor is it
an offer to sell shares of AirGate PCS, Inc. common stock which may be issued in
any proposed merger with iPCS, Inc.  Any issuance of AirGate PCS, Inc. common
stock in any proposed merger with iPCS, Inc. would have to be registered under
the Securities Act of 1933, as amended and such AirGate, PCS, Inc. common stock
would be offered only by means of a prospectus complying with the Act.