FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
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     This  First  Amendment  to Employment Agreement is entered into on December
20,  1999  by  and  between  AirGate  PCS,  Inc.,  a  Delaware  corporation (the
"Company")  and  Thomas  M.  Dougherty  ("Executive"  or  "Employee").

     WHEREAS,  Executive  and  the  Company entered into an Employment Agreement
dated  April  9,  1999  and  effective  April 15, 1999 regarding the Executive's
employment  as  the  Company's  Chief  Executive  Officer;  and

     WHEREAS, the Board of Directors of the Company has approved an amendment to
the  Executive's  Employment  Agreement  to  include  a  provision for continued
compensation  to  the  Executive's  family  in  the  event  of  his death and to
establish  the  exercise  price  at  $14.00 for the Executive's stock options in
accordance  with the terms of the Company's 1999 Incentive Stock Option Plan and
as  approved  by  the  Board  of  Directors  on  July  28,  1999;

     NOW,  THEREFORE, in consideration of the mutual covenants contained herein,
and  for  good  and valuable consideration, the receipt and sufficiency of which
are  hereby acknowledged, the parties hereto, each intending to be legally bound
do  hereby  agree  as  follows:

1.     SECTION  (4)(C)  -  STOCK OPTION.  Section 4(c) is hereby modified to add
       the  following  provision:  "The exercise price for the Stock Option is
       fourteen dollars  ($14.00)  a  share."

2.     SECTION  4(G) - TERMINATION BY REASON OF DEATH.  Section 4 is amended to
add  the  following  subsection  (g):  "(g)  Termination by Reason of Death.
If Executive's  employment  terminates by reason of death, the Company shall pay
to Executive's legal representative Executive's Base Salary with an annual
adjustment  equal  to  the greater of (a) the Consumer Price Index for all urban
consumers,  U.S.  City  Average, All Items; or (b) 5%; plus an annual bonus at a
rate  of  20% of Executive's Base Salary for a period of twelve months following
his  death  (but  in  no event exceeding April 15, 2004).  Except as provided in
this  Section  4(g)  or  as  required by law, compensation and benefits provided
hereunder  shall  cease  at  death.

Except  as  expressly  amended herein, the parties hereby ratify and confirm the
Employment  Agreement.

     IN  WITNESS  WHEREOF,  the  parties  have  executed this First Amendment to
Employment  Agreement  as  of  the  date  first  above  written.

                              AIRGATE  PCS,  INC.

                                   By:    /s/ Barry Schiffman
                                   Title:  Chairman of the Board
                                   Date:  December 9, 1999


                              THOMAS  M.  DOUGHERTY

                                   /s/ Thomas M. Dougherty
                                   Thomas  M.  Dougherty
                                   Date:  December 9, 1999