UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported): February 12, 2004


                                AIRGATE PCS, INC.

             (Exact name of Registrant as specified in its charter)


    Delaware                     027455                        58-2422929

(State or other         (Commission File Number)            (IRS Employer
  jurisdiction of                                          Identification
  incorporation)                                                  Number)


Harris Tower, 233 Peachtree Street N.E., Suite 1700                 30303
Atlanta, Georgia

(Address of principal executive offices)                       (Zip Code)

                                 (404) 525-7272

              (Registrant's telephone number, including area code)

                                       N/A

          (Former name or former address, if changed since last report)








Item 5.        Other Events

     On February 12, 2004, AirGate PCS, Inc., a Delaware  corporation,  issued a
press  release  announcing  that its  shareowners,  at a  special  meeting,  had
approved the  company's  recapitalization  plan,  that the  previously-announced
exchange  offers had  expired,  and that the  company had  accepted  all validly
tendered and not withdrawn  discount notes. The Press Release is attached hereto
as exhibit 99.1 and is incorporated herein by reference.


Item 7.       Financial Statements, Pro Forma Financial Information and Exhibits

(c)      Exhibits.

         Exhibit No.           Description

            99.1               Press Release, dated February 12, 2004, issued by
                               AirGate PCS, Inc. to announce shareowner approval
                               of recapitalization plan, expiration of exchange
                               offers, and acceptance of validly tendered and
                               not withdrawn discount notes.






                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       AIRGATE PCS, INC. (Registrant)


Date: February 12, 2004                By:  /s/ William H. Seippel
                                           ________________________________
                                           Name:    William H. Seippel
                                           Title:   Chief Financial Officer






                                  EXHIBIT INDEX

         Exhibit No.           Description

            99.1               Press Release, dated February 12, 2004, issued by
                               AirGate PCS, Inc. to announce shareowner approval
                               of recapitalization plan, expiration of exchange
                               offers, and acceptance of validly tendered and
                               not withdrawn discount notes.