Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-112843
Prospectus Supplement No. 13
[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 Nos. 1
through 12 dated March 5, March 8, March 10, March 12, March 24, March 30, April
1, April 14, April 19, April 20, April 27 and May 5, 2004, respectively,
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 Number of Shares % of Outstanding
of Notes of Common Stock Common Stock
Beneficially that may be sold
Owned that may ------------------- -------------------
be sold ($)
Name -------------------
----
40/86 Advisors
Managers - High Yield Fund (formerly
Conseco Fund Group - High Yield Fund) 725,300 8,528 *
Lonestar Capital Management
Lonestar Partners, L.P. 1,599,900 0 *
Our common stock is quoted on The Nasdaq National Market under the symbol
"PCSA." On May 6, 2004, the reported last sale price per share of our common
stock on The Nasdaq National Market was $19.42.
Investing in the notes and our common stock involves risks. See "Risk
Factors" beginning on page 4 of the prospectus.
----------------
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.
----------------
The date of this Prospectus Supplement is May 7, 2004