Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-112843
Prospectus Supplement No. 3
[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 and prospectus supplement No. 2 dated March 8, 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
Name be sold ($) that may be sold Common Stock
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JMB Capital Partners, LP 4,213,300 145,718 1.24%
Our common stock is quoted on The Nasdaq National Market under the symbol
"PCSAD." On March 9, 2004, the last reported bid price per share of our common
stock on The Nasdaq National Market was $18.12.
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 10, 2004