Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-112843
Prospectus Supplement No. 2
[GRAPHIC OMITTED]
9 3/8% Senior Subordinated Secured Notes due 2009
and
Shares of Common Stock
This prospectus supplement supplements the prospectus dated February 20,
2004 of AirGate PCS, Inc., as supplemented by prospectus supplement No. 1 dated
March 5, 2004, relating to the sale by certain holders of our 9 3/8% Senior
Subordinated Secured Notes due 2009 and shares of our common stock. You should
read this prospectus supplement in conjunction with the prospectus. This
prospectus supplement is qualified by reference to the prospectus except to the
extent that the information in this prospectus supplement supersedes the
information contained in the prospectus. Capitalized terms used in this
prospectus supplement and not otherwise defined herein have the meanings
specified in the prospectus.
The following line items in the table of Selling Holders contained in the
prospectus are hereby amended as follows:
Principal Amount
of Notes
Beneficially Number of Shares
Owned that may of Common Stock % of Outstanding
be sold ($) that may be sold of Common Stock
Name ------------------- ------------------- -----------------
----
Loeb Partners Corporation
Loeb Arbitrage Fund 1,320,060 60,637 *
Loeb Partners Corporation 78,100 3,550 *
Loeb Offshore Fund 117,160 5,223 *
Starr International Co., Inc. 46,860 1,590 *
Our common stock is quoted on The Nasdaq National Market under the symbol
"PCSAD." On March 5, 2004, the last reported bid price per share of our common
stock on The Nasdaq National Market was $19.50.
Investing in the notes and our common stock involves risks. See "Risk
Factors" beginning on page 4 of the prospectus.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
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The date of this Prospectus Supplement is March 8, 2004