AIRGATE PCS INC /DE/
2001 EMPLOYEE STOCK PURCHASE PLAN
<DOCUMENT>
<TYPE>EX-10.11.3
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>2001 EMPLOYEE STOCK PURCHASE PLAN
<TEXT>

                                AIRGATE PCS, INC.

                        2001 EMPLOYEE STOCK PURCHASE PLAN


                                TABLE OF CONTENTS

ARTICLE  I  -  BACKGROUND     1
1.1  Establishment  of  the  Plan     1
1.2  Applicability  of  the  Plan     1
1.3  Purpose     1
ARTICLE  II  -  DEFINITIONS     1
2.1    Administrator     1
2.2    Board     1
2.3    Code     1
2.4    Committee     1
2.5    Common  Stock     2
2.6    Compensation     2
2.7    Contribution  Account     2
2.8    Corporation     2
2.9    Direct  Registration  System     2
2.10  Effective  Date     2
2.11  Eligible  Employee     2
2.12  Employee     2
2.13  Employer     3
2.14  Fair  Market  Value     3
2.15  Offering  Date     3
2.16  Offering  Period     3
2.17  Option     3
2.18  Participant     3
2.19  Plan     3
2.20  Purchase  Date     3
2.21  Purchase  Price     3
2.22  Request  Form     3
2.23  Stock  Account     4
2.24  Subsidiary     4
2.25  Trading  Date     4
ARTICLE  III  -  ELIGIBILITY  AND  PARTICIPATION     4
3.1  Eligibility     4
3.2  Initial  Participation     4
3.3  Leave  of  Absence     5
ARTICLE  IV  -  STOCK  AVAILABLE     5
4.1  In  General     5
4.2  Adjustment  in  Event  of  Changes  in  Capitalization     5
4.3  Dissolution  or  Liquidation     6
4.4  Merger  or  Asset  Sale     6
ARTICLE  V.  -  OPTION  PROVISIONS     6
5.1  Purchase  Price     6
5.2  Calendar  Year  $25,000  Limit     7
5.3  Offering  Period  Limit     7
ARTICLE  VI  -  PURCHASING  COMMON  STOCK     7
6.1  Participant's  Contribution  Account     7
6.2  Payroll  Deductions,  Dividends     7
6.3  Discontinuance     8
6.4  Leave  of  Absence;  Transfer  of  Ineligible  Status     8
6.5  Automatic  Exercise     8
6.6  Listing,  Registration,  and  Qualification  of  Shares     9
ARTICLE  VII  -  WITHDRAWALS,  DISTRIBUTIONS     9
7.1  Discontinuance  of  Deductions;  Leave  of  Absence; Transfer to Ineligible
Status     9
7.2  In-Service  Withdrawals     10
7.3  Termination  of  Employment  for  Reasons  Other  Than  Death     10
7.4  Death     10
7.5  Registration     10
ARTICLE  VIII  -  AMENDMENT  AND  TERMINATION     11
8.1  Amendment     11
8.2  Termination     11
ARTICLE  IX  -  MISCELLANEOUS     11
9.1  Employment  Rights     11
9.2  Tax  Withholding     12
9.3  Rights  Not  Transferable     12
9.4  No  Repurchase  of  Stock  by  Corporation     12
9.5  Governing  Law     12
9.6  Stockholder  Approval;  Registration     12


<PAGE>
                                AIRGATE PCS, INC.
                        2001 EMPLOYEE STOCK PURCHASE PLAN


                                    ARTICLE I
                        BACKGROUNDARTICLE I - BACKGROUND

     1.1     ESTABLISHMENT  OF  THE PLAN.1.1  Establishment of the Plan  AirGate
PCS,  Inc.  (the  "Corporation")  hereby establishes a stock purchase plan to be
known as the "AirGate PCS, Inc. 2001 Employee Stock Purchase Plan" (the "Plan"),
as  set forth in this document.  The Plan is intended to be a qualified employee
stock  purchase  plan  within the meaning of Section 423 of the Internal Revenue
Code  of  1986,  as  amended,  and  the  regulations  and  rulings  thereunder.

     1.2     APPLICABILITY  OF  THE  PLAN.1.2  Applicability  of  the  Plan  The
provisions  of  this  Plan are applicable only to certain individuals who, on or
after  the  Effective Date (as defined herein), are employees of the Corporation
and  its  Subsidiaries  participating in the Plan.  The Committee shall indicate
from  time  to  time which of its Subsidiaries, if any, are participating in the
Plan.

     1.3     PURPOSE.1.3  Purpose  The  purpose  of  the  Plan is to enhance the
proprietary  interest  among  the  employees  of  the  Corporation  and  its
participating subsidiaries through ownership of Common Stock of the Corporation.

                                   ARTICLE II
                       DEFINITIONSARTICLE II - DEFINITIONS

     Whenever  capitalized  in this document, the following terms shall have the
respective  meanings  set  forth  below.

     2.1     ADMINISTRATOR.2.1    Administrator  Administrator  shall  mean  the
person or persons (who may be officers or employees of the Corporation) selected
by  the  Committee to operate the Plan, perform day-to-day administration of the
Plan,  and  maintain  records  of  the  Plan.

     2.2     BOARD.2.2    Board  Board  shall mean the Board of Directors of the
Corporation.

     2.3     CODE.2.3    Code  Code  shall  mean  the  Internal  Revenue Code of
1986,  as  amended  from  time  to  time,  and  the  regulations  thereunder.

     2.4     COMMITTEE.2.4    Committee  Committee  shall mean a committee which
consists  of  members of the Board and which has been designated by the Board to
have  the  general  responsibility  for  the administration of the Plan.  Unless
otherwise  designated  by  the Board, the Compensation Committee of the Board of
Directors  of  the  Corporation  shall  serve as the Committee administering the
Plan.  Subject  to  the express provisions of the Plan, the Committee shall have
plenary  authority in its sole and absolute discretion to interpret and construe
any  and  all  provisions  of  the  Plan,  to  adopt  rules  and regulations for
administering  the  Plan,  and  to  make  all  other determinations necessary or
advisable  for  administering  the  Plan.  The Committee's determinations on the
foregoing  matters  shall  be  conclusive  and  binding  upon  all  persons.

     2.5     COMMON  STOCK.2.5    Common  Stock  Common  Stock  shall  mean  the
common  stock,  par  value  $0.01,  of  the  Corporation.

     2.6     COMPENSATION.2.6    Compensation  Compensation  shall mean, for any
Participant,  for  any  Offering  Period,  the Participant's gross wages for the
respective  period,  including without limitation salary, bonus, and commission,
but subject to appropriate adjustments that would exclude items such as non-cash
compensation  and  reimbursement  of moving, travel, trade or business expenses.

     2.7     CONTRIBUTION  ACCOUNT.2.7    Contribution  Account  Contribution
Account  shall  mean the bookkeeping account established by the Administrator on
behalf  of  each  Participant, which shall be credited with the amounts deducted
from  the  Participant's Compensation pursuant to Article VI.  The Administrator
shall  establish  a  separate Contribution Account for each Participant for each
Offering  Period.

     2.8     CORPORATION.2.8    Corporation  Corporation shall mean AirGate PCS,
Inc.,  a  Delaware  corporation.

     2.9     DIRECT  REGISTRATION  SYSTEM.2.9    Direct  Registration  System
Direct  Registration  System shall mean a direct registration system approved by
the  Securities and Exchange Commission and by the Nasdaq National Market or any
securities  exchange on which the Common Stock is then listed, whereby shares of
Common  Stock  may  be registered in the holder's name in book-entry form on the
books  of  the  Corporation.

     2.10     EFFECTIVE DATE.2.10  Effective Date  Effective Date shall mean the
effective  date  of  the Plan, which shall be the later to occur of (i) the date
the  Plan  is  approved  by  the  stockholders  of  the Corporation, or (ii) the
effective  date  of  the  Corporation's registration statement on Form S-8 filed
under  the  Securities Act of 1933, as amended, covering the shares to be issued
under  the  Plan.

     2.11     ELIGIBLE EMPLOYEE.2.11  Eligible Employee  An Employee eligible to
participate  in  the  Plan  pursuant  to  Section  3.1.

     2.12     EMPLOYEE.2.12  Employee  Employee  shall  mean  an  individual
employed  by  an  Employer  who  meets  the employment relationship described in
Treasury  Regulation  Sections  1.423-2(b)  and  Section  1.421-7(h).

     2.13     EMPLOYER.2.13  Employer  Employer  shall  mean the Corporation and
any  Subsidiary  designated by the Committee as an employer participating in the
Plan.

     2.14     FAIR  MARKET VALUE.2.14  Fair Market Value  Fair Market Value of a
share  of  Common Stock, as of any designated date, shall mean the closing sales
price  of  the Common Stock on the Nasdaq National Market on such date or on the
last  previous  date  on  which  such  stock  was  traded.

     2.15     OFFERING  DATE.2.15  Offering  Date  Offering  Date shall mean the
first  Trading  Date  of  each  Offering  Period.

     2.16     OFFERING  PERIOD.2.16  Offering Period  Offering Period shall mean
the  period of time during which offers to purchase Common Stock are outstanding
under  the  Plan.  The  Committee  shall  determine  the length of each Offering
Period,  which  need not be uniform; provided that that no Offering Period shall
exceed  twenty-four  (24)  months  in  length.  Until specified otherwise by the
Committee, the Offering Periods will be the 12-month periods beginning January 1
of  each  year, but the initial Offering Period shall be the period beginning on
the Effective Date and ending on December 31, 2001.  No payroll deductions shall
be  taken  until  the  Effective  Date.

     2.17     OPTION.2.17  Option  Option  shall  mean  the  option  to purchase
Common  Stock  granted  under  the  Plan  on  each  Offering  Date.

     2.18     PARTICIPANT.2.18  Participant  Participant shall mean any Eligible
Employee  who  has  elected  to  participate  in  the  Plan  under  Section 3.2.

     2.19     PLAN.2.19  Plan  Plan  shall  mean  the  AirGate  PCS,  Inc.  2001
Employee  Stock  Purchase  Plan,  as  amended  and  in effect from time to time.

     2.20     PURCHASE  DATE.2.20  Purchase  Date  Purchase  Date shall mean the
last  Trading  Date  of  each  Offering  Period.

     2.21     PURCHASE PRICE.2.21  Purchase Price  Purchase Price shall mean the
purchase  price  of  Common  Stock  determined  under  Section  5.1.

     2.22     REQUEST  FORM.2.22  Request  Form  Request  Form  shall  mean  an
Employee's  authorization  either  in  writing  on  a  form  approved  by  the
Administrator  or through electronic communication approved by the Administrator
which specifies the Employee's payroll deduction in accordance with Section 6.2,
and  contains  such  other  terms  and  provisions  as  may  be  required by the
Administrator.

     2.23     STOCK  ACCOUNT.2.23  Stock  Account  Stock  Account shall mean the
account  established  by  the Administrator on behalf of each Participant, which
shall be credited with shares of Common Stock purchased pursuant to the Plan and
dividends  thereon  until  distributed in accordance with the terms of the Plan.

     2.24     SUBSIDIARY.2.24  Subsidiary  Subsidiary  shall mean any present or
future  corporation  which  is  a "subsidiary corporation" of the Corporation as
defined  in  Code  Section  424(f).

     2.25     TRADING DATE.2.25  Trading Date  Trading Date shall mean a date on
which  shares  of  Common  Stock  are  traded  on  the  Nasdaq  National Market.

     Except  when otherwise indicated by the context, the definition of any term
herein  in  the  singular  may  also  include  the  plural.

                                   ARTICLE III
    ELIGIBILITY AND PARTICIPATIONARTICLE III - ELIGIBILITY AND PARTICIPATION

     3.1     ELIGIBILITY.3.1  Eligibility  Each  Employee  who  is  an  Employee
regularly scheduled to work at least 20 hours each week and at least five months
each  calendar year shall be eligible to participate in the Plan as of the later
of:

     (a)     the Offering Date immediately following the Employee's last date of
hire  by  an  Employer;  or

     (b)     the  Effective  Date.

     On  each  Offering  Date,  Options  will  automatically  be  granted to all
Employees  then  eligible to participate in the Plan; provided, however, that no
Employee shall be granted an Option for an Offering Period if, immediately after
the  grant,  the  Employee  would  own stock, and/or hold outstanding options to
purchase  stock,  possessing  five  percent or more of the total combined voting
power  or  value  of  all classes of stock of the Corporation or any Subsidiary.
For purposes of this Section, the attribution rules of Code Section 424(d) shall
apply in determining stock ownership of any Employee.  If an Employee is granted
an  Option  for an Offering Period and such Employee does not participate in the
Plan  for  such  Offering  Period, such Option will be deemed never to have been
granted  for  purposes  of  applying  the $25,000 annual limitation described in
Section  5.2.

     3.2     INITIAL  PARTICIPATION.3.2  Initial  Participation  An  Eligible
Employee  having  been  granted an Option under Section 3.1 may submit a Request
Form  to  the  Administrator  to participate in the Plan for an Offering Period.
The Request Form shall authorize a regular payroll deduction from the Employee's
Compensation  for  the  Offering  Period,  subject  to the limits and procedures
described  in  Article  VI.  A  Participant's Request Form authorizing a regular
payroll deduction shall remain effective from Offering Period to Offering Period
until  amended  or  canceled  under  Section  6.3.

     3.3     LEAVE  OF  ABSENCE.3.3  Leave  of  Absence  For purposes of Section
3.1,  an individual on a leave of absence from an Employer shall be deemed to be
an  Employee  for  the first 90 days of such leave, or for such longer period of
time  that  his  or her entitlement to return to work is protected by statute or
agreement  with  the  Employer,  if applicable.  For purposes of this Plan, such
individual's  employment  with  the Employer shall be deemed to terminate at the
close  of  business  on  the  90th  day  of the leave, unless the individual has
returned  to regular employment with an Employer before the close of business on
such  90th  day  or his entitlement to return to work is protected by statute or
agreement  with  the employer.  Termination of any individual's leave of absence
by  an  Employer,  other  than  on  account  of  a  return to employment with an
Employer,  shall  be  deemed  to  terminate  an individual's employment with the
Employer  for  all  purposes  of  the  Plan.

                                   ARTICLE IV
                   STOCK AVAILABLEARTICLE IV - STOCK AVAILABLE

     4.1     IN  GENERAL.4.1  In General  Subject to the adjustments in Sections
4.2  and  4.3, an aggregate of 200,000 shares of Common Stock shall be available
for  purchase  by  Participants  pursuant  to the provisions of the Plan.  These
shares  may  be  authorized  and  unissued  shares  or  may be shares issued and
subsequently  acquired  by the Corporation.  If an Option under the Plan expires
or terminates for any reason without having been exercised in whole or part, the
shares  subject  to  such Option that are not purchased shall again be available
for  subsequent  Option grants under the Plan.  If the total number of shares of
Common  Stock  for  which Options are exercised on any Purchase Date exceeds the
maximum number of shares then available under the Plan, the Committee shall make
a  pro  rata allocation of the shares available in as nearly a uniform manner as
shall  be practicable and as it shall determine to be equitable; and the balance
of the cash credited to Participants' Contribution Accounts shall be distributed
to  the  Participants  as  soon  as  practicable.

     4.2     ADJUSTMENT  IN  EVENT OF CHANGES IN CAPITALIZATION. 4.2  Adjustment
in  Event  of Changes in Capitalization  In the event of a stock dividend, stock
split  or  combination  of  shares,  recapitalization  or  other  change  in the
Corporation's  capitalization,  or other distribution with respect to holders of
the  Corporation's  Common  Stock other than normal cash dividends, an automatic
adjustment  shall  be  made  in  the  number  and  kind  of  shares  as to which
outstanding  Options  or  portions thereof then unexercised shall be exercisable
and  in the available shares set forth in Section 4.1, so that the proportionate
interest  of  the  Participants  shall be maintained as before the occurrence of
such event.  This adjustment in outstanding Options shall be made without change
in  the  total  price  applicable to the unexercised portion of such Options and
with  a  corresponding  adjustment  in  the  Purchase Price per share; provided,
however,  that  in  no  event  shall any adjustment be made that would cause any
Option  to  fail  to qualify as an option pursuant to an employee stock purchase
plan  within  the  meaning  of  Section  423  of  the  Code.

     4.3     DISSOLUTION  OR LIQUIDATION.4.3  Dissolution or Liquidation  In the
event  of a proposed dissolution or liquidation of the Corporation, the Offering
Period  then  in progress shall be shortened by setting a new Purchase Date (the
"New  Purchase Date"), and shall terminate immediately prior to the consummation
of  the  dissolution or liquidation, unless otherwise provided by the Committee.
The  Corporation  shall notify each Participant, at least ten (10) business days
prior  to  the New Purchase Date, that the Purchase Date has been changed to the
New  Purchase  Date  and  that  the  Participant's  Option  shall  be  exercised
automatically  on  the  New  Purchase Date, unless the Participant has withdrawn
from  the  Offering  Period, as provided in Section 6.3 hereof, prior to the New
Purchase  Date.

     4.4     MERGER  OR ASSET SALE.4.4  Merger or Asset Sale   In the event of a
reorganization,  merger,  or  consolidation  of the Corporation with one or more
corporations  in  which  the  Corporation  is  not the surviving corporation (or
survives  as  a  direct  or  indirect subsidiary of other such other constituent
corporation  or its parent), or upon a sale of substantially all of the property
or  stock  of the Corporation to another corporation, then, in the discretion of
the  Board or the Committee, (i) each outstanding Option shall be assumed, or an
equivalent  option  substituted,  by the successor corporation or its parent, or
(ii)  the  Offering  Period then in progress shall be shortened by setting a New
Purchase  Date,  which shall be before the date of the proposed transaction.  If
the  Committee  sets  a  New  Purchase  Date,  the Corporation shall notify each
Participant,  at  least  ten  (10) business days prior to the New Purchase Date,
that  the  Purchase  Date has been changed to the New Purchase Date and that the
Participant's  Option shall be exercised automatically on the New Purchase Date,
unless  the  Participant  has withdrawn from the Offering Period, as provided in
Section  6.3  hereof,  prior to the New Purchase Date. In lieu of the foregoing,
the  Committee  may  terminate  the  Plan  in  accordance  with  Section  8.2.

                                    ARTICLE V
                 OPTION PROVISIONSARTICLE V. - OPTION PROVISIONS

     5.1     PURCHASE  PRICE.5.1  Purchase  Price  The Purchase Price of a share
of  Common  Stock  purchased  for  a Participant pursuant to each exercise of an
Option  shall  be  the  lesser  of:

     (a)     85  percent  of the Fair Market Value of a share of Common Stock on
the  Offering  Date;  or

     (b)     85  percent  of the Fair Market Value of a share of Common Stock on
the  Purchase  Date.

     5.2     CALENDAR  YEAR  $25,000  LIMIT.5.2  Calendar  Year  $25,000  Limit
Notwithstanding  anything  else  contained herein, no Employee may be granted an
Option  for any Offering Period which permits such Employee's rights to purchase
Common  Stock  under  this  Plan and any other qualified employee stock purchase
plan  (within  the  meaning  of  Code  Section  423)  of the Corporation and its
Subsidiaries  to  accrue at a rate which exceeds $25,000 of Fair Market Value of
such  Common  Stock  for each calendar year in which an Option is outstanding at
any  time.  For  purposes of this Section, Fair Market Value shall be determined
as  of  the  Offering  Date.

     5.3     OFFERING  PERIOD  LIMIT.5.3  Offering Period Limit  Notwithstanding
anything  else  contained  herein,  the maximum number of shares of Common Stock
that  an  Eligible Employee may purchase in any Offering Period is 2,500 shares.

                                   ARTICLE VI
           PURCHASING COMMON STOCKARTICLE VI - PURCHASING COMMON STOCK

     6.1     PARTICIPANT'S  CONTRIBUTION ACCOUNT.6.1  Participant's Contribution
Account  The  Administrator  shall  establish a book account in the name of each
Participant  for  each  Offering  Period.  As  discussed in Section 6.2 below, a
Participant's  payroll  deductions  shall  be  credited  to  the  Participant's
Contribution  Account,  without  interest,  until  such  cash  is  withdrawn,
distributed,  or  used  to  purchase  Common  Stock  as  described  below.

     During  such  time,  if  any,  as  the Corporation participates in a Direct
Registration  System, shares of Common Stock acquired upon exercise of an Option
shall be directly registered in the name of the Participant.  If the Corporation
does not participate in a Direct Registration System, then until distribution is
requested  by  a  Participant  pursuant  to  Article  VII,  stock  certificates
evidencing the Participant's shares of Common Stock acquired upon exercise of an
Option  shall  be  held  by  the Corporation as the nominee for the Participant.
These shares shall be credited to the Participant's Stock Account.  Certificates
shall  be held by the Corporation as nominee for Participants solely as a matter
of  convenience.  A Participant shall have all ownership rights as to the shares
credited  to  his  or  her  Stock  Account,  and  the  Corporation shall have no
ownership  or  other rights of any kind with respect to any such certificates or
the  shares  represented  thereby.

     All  cash received or held by the Corporation under the Plan may be used by
the  Corporation  for  any  corporate  purpose.  The  Corporation  shall  not be
obligated  to  segregate  any  assets  held  under  the  Plan.

     6.2     PAYROLL  DEDUCTIONS;  DIVIDENDS.6.2  Payroll  Deductions, Dividends

     (a)     Payroll  Deductions.  By  submitting  a  Request  Form  at any time
before  an Offering Period in accordance with rules adopted by the Committee, an
Eligible  Employee  may  authorize  a payroll deduction to purchase Common Stock
under  the  Plan  for  the  Offering  Period.  The  payroll  deduction  shall be
effective  on  the  first pay period during the Offering Period commencing after
receipt  of  the Request Form by the Administrator.  The payroll deduction shall
be  in  any  whole dollar amount or percentage up to a maximum of twenty percent
(20%)  of such Employee's Compensation payable each pay period, and at any other
time  an  element of Compensation is payable.  A Participant's payroll deduction
shall  not be less than one percent (1%) of such Employee's Compensation payable
each  payroll  period.

     (b)     Dividends.  Cash  or  stock dividends paid on Common Stock which is
credited  to a Participant's Stock Account as of the dividend payment date shall
be  credited  to  the Participant's Stock Account and paid or distributed to the
Participant  as  soon  as  practicable.

     6.3     DISCONTINUANCE.6.3  Discontinuance  A  Participant  may discontinue
his  or  her  payroll  deductions for an Offering Period by filing a new Request
Form  with  the  Administrator.  This  discontinuance  shall be effective on the
first  pay  period commencing at least 15 days after receipt of the Request Form
by  the  Administrator.  A  Participant  who  discontinues  his  or  her payroll
deductions for an Offering Period may not resume participation in the Plan until
the  following  Offering  Period.

     Any  amount  held in the Participant's Contribution Account for an Offering
Period  after  the  effective  date  of the discontinuance of his or her payroll
deductions  will  either  be  refunded  or  used  to  purchase  Common  Stock in
accordance  with  Section  7.1.

     6.4     LEAVE  OF  ABSENCE;  TRANSFER  TO  INELIGIBLE  STATUS.6.4  Leave of
Absence;  Transfer  of Ineligible Status  If a Participant either begins a leave
of  absence, is transferred to employment with a Subsidiary not participating in
the  Plan,  or  remains  employed  with an Employer but is no longer eligible to
participate  in the Plan, the Participant shall cease to be eligible for payroll
deductions to his or her Contribution Account pursuant to Section 6.2.  The cash
standing  to  the  credit of the Participant's Contribution Account shall become
subject  to  the  provisions  of  Section  7.1.

     If the Participant returns from the leave of absence before being deemed to
have  ceased  employment  with  the Employer under Section 3.3, or again becomes
eligible  to  participate  in  the  Plan,  the  Request  Form, if any, in effect
immediately  before  the  leave of absence or disqualifying change in employment
status  shall  be  deemed  void  and  the  Participant must again complete a new
Request  Form  to  resume  participation  in  the  Plan.

     6.5     AUTOMATIC  EXERCISE.6.5  Automatic  Exercise  Unless  the  cash
credited  to a Participant's Contribution Account is withdrawn or distributed as
provided  in  Article  VII,  his  or  her  Option  shall  be deemed to have been
exercised automatically on each Purchase Date, for the purchase of the number of
full and fractional shares of Common Stock which the cash credited to his or her
Contribution  Account  at  that  time  will purchase at the Purchase Price.  Any
other  cash  balance  remaining in the Participant's Contribution Account at the
end  of  an  Offering  Period  shall  be  refunded  to  the Participant, without
interest.  The  amount  of  cash  that  may be used to purchase shares of Common
Stock  may  not exceed the Compensation restrictions set forth in Section 6.2 or
the  applicable  limitations  of  Sections  5.2.or  5.3.

     Except  as  provided  in the preceding paragraph, if the cash credited to a
Participant's  Contribution  Account on the Purchase Date exceeds the applicable
Compensation  restrictions  of  Section  6.2  or exceeds the amount necessary to
purchase  the  maximum  number  of  shares  of Common Stock available during the
Offering  Period under the applicable limitations of Section 5.2.or Section 5.3,
such  excess  cash  shall be refunded to the Participant.  Except as provided in
the  preceding  paragraph, the excess cash may not be used to purchase shares of
Common Stock nor retained in the Participant's Contribution Account for a future
Offering  Period.

     Each Participant shall receive a statement on not less than an annual basis
indicating  the  number  of shares credited to his or her Stock Account, if any,
under  the  Plan.

     6.6     LISTING,  REGISTRATION,  AND  QUALIFICATION OF SHARES.6.6  Listing,
Registration,  and Qualification of Shares  The granting of Options for, and the
sale  and  delivery  of,  Common  Stock  under  the Plan shall be subject to the
effecting  by  the Corporation of any listing, registration, or qualification of
the  shares  subject  to  that  Option upon any securities exchange or under any
federal  or  state  law,  or  the  obtaining  of  the consent or approval of any
governmental  regulatory  body deemed necessary or desirable for the issuance or
purchase  of  the  shares  covered.

                                   ARTICLE VII
       WITHDRAWALS; DISTRIBUTIONSARTICLE VII - WITHDRAWALS, DISTRIBUTIONS

     7.1     DISCONTINUANCE  OF  DEDUCTIONS;  LEAVE  OF  ABSENCE;  TRANSFER  TO
INELIGIBLE  STATUS.7.1  Discontinuance of Deductions; Leave of Absence; Transfer
to Ineligible Status  In the event of a Participant's complete discontinuance of
payroll  deductions  under  Section  6.3  or a Participant's leave of absence or
transfer  to  an  ineligible  status  under  Section  6.4, the cash balance then
standing  to  the  credit  of  the Participant's Contribution Account shall be--

     (a)     returned  to the Participant, in cash, without interest, as soon as
practicable,  upon  the  Participant's  written  request  received  by  the
Administrator  at  least  30  days  before  the  next  Purchase  Date;  or

     (b)     held  under  the  Plan  and  used  to purchase Common Stock for the
Participant  under  the  automatic  exercise  provisions  of  Section  6.5.

     7.2     IN-SERVICE  WITHDRAWALS.7.2  In-Service  Withdrawals  During  such
time,  if  any, as the Corporation participates in a Direct Registration System,
shares  of  Common  Stock  acquired upon exercise of an Option shall be directly
registered  in  the  name  of  the  Participant and the Participant may withdraw
certificates  in  accordance  with  the  applicable terms and conditions of such
Direct Registration System.  If the Corporation does not participate in a Direct
Registration  System, a Participant may, while an Employee of the Corporation or
any  Subsidiary,  withdraw  certificates for some or all of the shares of Common
Stock  credited  to  his or her Stock Account at any time, upon 30 days' written
notice to the Administrator.  If a Participant requests a distribution of only a
portion  of the shares of Common Stock credited to his or her Stock Account, the
Administrator  will  distribute  the oldest securities held in the Participant's
Stock  Account first, using a first in-first out methodology.  The Administrator
may  at any time distribute certificates for some or all of the shares of Common
Stock  credited to a Participant's Stock Account, whether or not the Participant
so  requests.

     7.3     TERMINATION  OF  EMPLOYMENT  FOR  REASONS  OTHER  THAN  DEATH.  7.3
Termination  of  Employment  for  Reasons  Other  Than  Death  If  a Participant
terminates  employment  with  the  Corporation  and the Subsidiaries for reasons
other  than  death,  the  cash balance in the Participant's Contribution Account
shall  be  returned  to  the  Participant  in cash, without interest, as soon as
practicable.  Certificates for the shares of Common Stock credited to his or her
Stock  Account  shall  be distributed to the Participant as soon as practicable,
unless  the  Corporation  then  participates in a Direct Registration System, in
which  case,  the Participant shall be entitled to evidence of ownership of such
shares  in  such  form  as  the terms and conditions of such Direct Registration
System  permit.

     7.4     DEATH.  7.4  Death  In  the  event  a  Participant  dies,  the cash
balance  in  his  or  her  Contribution  Account  shall  be  distributed  to the
Participant's  estate,  in  cash,  without  interest,  as  soon  as practicable.
Certificates  for the shares of Common Stock credited to the Participant's Stock
Account  shall  be  distributed to the estate as soon as practicable, unless the
Corporation  then  participates  in a Direct Registration System, in which case,
the  estate  shall  be  entitled to evidence of ownership of such shares in such
form  as  the  terms  and  conditions of such Direct Registration System permit.

     7.5     REGISTRATION.7.5  Registration  Whether  represented in certificate
form  or by direct registration pursuant to a Direct Registration System, shares
of Common Stock acquired upon exercise of an Option shall be directly registered
in  the  name  of  the  Participant  or,  if the Participant so indicates on the
Request  Form,  (a)  in  the  Participant's  name  jointly  with a member of the
Participant's  family,  with  the  right  of  survivorship, (b) in the name of a
custodian  for  the  Participant  (in the event the Participant is under a legal
disability  to  have  stock  issued  in the Participant's name), (c) in a manner
giving  effect  to  the  status  of such shares as community property, or (d) in
street  name for the benefit of any of the above with a broker designated by the
Participant.  No  other  names may be included in the Common Stock registration.
The  Corporation  shall  pay  all  issue  or  transfer taxes with respect to the
issuance  or  transfer  of  shares of such Common Stock, as well as all fees and
expenses  necessarily  incurred  by  the  Corporation  in  connection  with such
issuance  or  transfer.

                                  ARTICLE VIII
        AMENDMENT AND TERMINATIONARTICLE VIII - AMENDMENT AND TERMINATION

     8.1     AMENDMENT.8.1  Amendment  The  Committee  shall  have  the right to
amend or modify the Plan, in full or in part, at any time and from time to time;
provided,  however,  that  no  amendment  or  modification  shall:

     (a)     affect any right or obligation with respect to any grant previously
made,  unless  required  by  law,  or

     (b)     unless  previously approved by the stockholders of the Corporation,
where  such  approval is necessary to satisfy federal securities laws, the Code,
or  rules  of  any  stock  exchange  on  which the Corporation's Common Stock is
listed:

(1)     in  any  manner materially affect the eligibility requirements set forth
in  Sections  3.1  and 3.3, or change the definition of Employer as set forth in
Section  2.13,  or

(2)     increase  the  number  of  shares of Common Stock subject to any options
issued  to  Participants  (except  as  provided  in  Sections  4.2  and  4.3).

     8.2     TERMINATION.8.2  Termination  The  Committee may terminate the Plan
at  any  time in its sole and absolute discretion.  The Plan shall be terminated
by  the Committee if at any time the number of shares of Common Stock authorized
for  purposes  of  the Plan is not sufficient to meet all purchase requirements,
except  as  specified  in  Section  4.1.

     Upon  termination  of the Plan, the Administrator shall give notice thereof
to  Participants and shall terminate all payroll deductions.  Cash balances then
credited  to Participants' Contribution Accounts shall be distributed as soon as
practicable,  without  interest.

                                   ARTICLE IX
                     MISCELLANEOUSARTICLE IX - MISCELLANEOUS

     9.1     EMPLOYMENT RIGHTS.9.1  Employment Rights  Neither the establishment
of  the  Plan, nor the grant of any Options thereunder, nor the exercise thereof
shall  be  deemed to give to any Employee the right to be retained in the employ
of  the  Corporation  or  any  Subsidiary  or to interfere with the right of the
Corporation  or any Subsidiary to discharge any Employee or otherwise modify the
employment  relationship  at  any  time.

     9.2     TAX  WITHHOLDING.9.2  Tax  Withholding  The  Administrator may make
appropriate  provisions  for  withholding  of  federal,  state, and local income
taxes,  and any other taxes, from a Participant's Compensation to the extent the
Administrator  deems  such  withholding  to  be  legally  required.

     9.3     RIGHTS  NOT  TRANSFERABLE.9.3  Rights  Not Transferable  Rights and
Options  granted  under  this Plan are not transferable by the Participant other
than by will or by the laws of descent and distribution and are exercisable only
by  the  Participant  during  his  or  her  lifetime.

     9.4     NO  REPURCHASE  OF STOCK BY CORPORATION.9.4  No Repurchase of Stock
by  Corporation  The  Corporation  is under no obligation to repurchase from any
Participant  any  shares  of  Common  Stock  acquired  under  the  Plan.

     9.5     GOVERNING LAW.9.5  Governing Law  The Plan shall be governed by and
construed  in  accordance  with  the laws of the State of Delaware except to the
extent  such  laws  are  preempted  by  the  laws  of  the  United  States.

     9.6     STOCKHOLDER  APPROVAL;  REGISTRATION.9.6  Stockholder  Approval;
Registration  The  Plan was adopted by the Board of Directors of the Corporation
on  November 15, 2000 to be effective as of the Effective Date, provided that no
payroll  deductions  may  begin until a registration statement on Form S-8 filed
under  the  Securities Act of 1933, as amended, covering the shares to be issued
under  the  Plan,  has become effective.  The Plan is subject to approval by the
stockholders  of  the  Corporation  within 12 months of approval by the Board of
Directors.

                           * * * * * * * * * * * * * *

<PAGE>
     The  foregoing  is  hereby acknowledged as being the AirGate PCS, Inc. 2001
Employee  Stock  Purchase  Plan  as  adopted  by  the  Board of Directors of the
Corporation on November 15, 2001 and approved by the stockholders of the Company
on  January  30,  2001.

                    AIRGATE  PCS,  INC.


                              By:  /s/ Barbara Blackford
                                   ---------------------

                              Its:  General Counsel
                                    --------------------


</TEXT>
</DOCUMENT>
