Exhibit 2a-2


                   AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT

         THIS AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT (this "Amendment No.
2") is made as of the 4th day of October, 2004, by and among Telefonica Moviles,
S.A., a corporation organized under the laws of the Kingdom of Spain
("Purchaser"), each of the entities listed on the signature pages hereto (each,
a "Seller" and collectively, the "Sellers") and, solely to the extent this
Amendment No.2 amends, modifies or affects in any manner Sections 3.1(e),
6.13(b), 6.16, 6.17, 6.18, 6.19, 6.20, 6.21, 6.23, 6.24, 6.25, 6.26, 6.38, 6.40,
8.2 and 8.3 and Articles X, XI or XII of the Stock Purchase Agreement (as
defined below), BellSouth Corporation ("Seller Parent"). Capitalized terms used
but not otherwise defined herein shall have the meanings ascribed to such terms
in the Stock Purchase Agreement.

                             PRELIMINARY STATEMENTS

         WHEREAS, Purchaser, Sellers and Seller Parent (solely for purposes of
Sections 3.1(e), 6.13(b), 6.16, 6.17, 6.18, 6.19, 6.20, 6.21, 6.23, 6.24, 6.25,
6.26, 6.38, 6.40, 8.2 and 8.3 and Articles X, XI and XII of the Stock Purchase
Agreement) are parties to a Stock Purchase Agreement, dated as of March 5, 2004,
as amended by Amendment No.1 to the Stock Purchase Agreement, dated as of July
8, 2004 and this Amendment No. 2 (collectively, the "Stock Purchase Agreement").

         WHEREAS, in accordance with Section 12.2 of the Stock Purchase
Agreement, Purchaser, Sellers and Seller Parent desire to amend the Stock
Purchase Agreement on the terms and subject to the conditions set forth in this
Amendment No. 2 to make certain amendments as set forth herein.

         NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and upon the terms and
subject to the conditions hereinafter set forth, the parties hereto intending to
be legally bound, hereby agree as follows:

                                   ARTICLE I

                                   AMENDMENTS

         1.1 Amendments to Article I.

         (a) The parties hereto agree that the definition of "Non-Transferred
Company Determination Date" in Article I is hereby amended by adding, at the
end, after "2005," as follows:

                  "provided further that, if the Outside Closing Date is
         extended to December 31, 2005 pursuant to Section 9.1(b), then such
         date shall be extended to December 31, 2005"

         (b) The parties hereto agree that the following definitions contained
in Section 1.1 of the Stock Purchase Agreement are hereby amended and restated
in their entirety, as follows:

<PAGE>

                  "Venezuelan Arbitration Award" shall mean the final, binding
         and non-appealable decision, decree or order with respect to the
         Venezuelan Arbitration or a final and binding compromise or settlement
         of the Venezuelan Arbitration and all claims relating thereto among the
         parties thereto."

         (c) The parties hereto agree that the following definitions are hereby
added to Section 1.1 of the Stock Purchase Agreement, as follows:

                  "Acceptance Notice" shall have the meaning set forth in
         Section 3.4(c)."

                  "Amendment No. 2 to the Agreement" shall mean that certain
         Amendment No. 2 to this Agreement, dated October 4, 2004, by and among
         Purchaser, Sellers and, solely to the extent this Amendment No.2
         amends, modifies or affects in any manner Sections 3.1(e), 3.1(f), 3.4,
         6.13(b), 6.16, 6.17, 6.18, 6.19, 6.20, 6.21, 6.23, 6.24, 6.25, 6.26,
         6.38, 6.40, 8.2 and 8.3 and Articles X, XI or XII of this Agreement,
         Seller Parent."

                  "Cisneros Employment Compensation Suit" shall mean the lawsuit
         commenced August 26, 2004 by Oswaldo Cisneros against Telcel in the
         Venezuelan courts in respect of claims for seniority payments, vacation
         payment and bonuses, and interest thereon, relating to Telcel's
         previous employment of Mr. Cisneros by Telcel."

                  "Ecuadorian Acquired Company" shall mean, collectively, (a)
         any Acquired Company that owns, directly or indirectly, any Acquired
         Company that operates primarily in Ecuador, and (b) any Acquired
         Company that operates primarily in Ecuador and any Subsidiaries
         thereof."

                  "Guatemalan Acquired Company" shall mean, collectively, (a)
         any Acquired Company that owns, directly or indirectly, any Acquired
         Company that operates primarily in Guatemala, and (b) any Acquired
         Company that operates primarily in Guatemala and any Subsidiaries
         thereof."

                  "Offer Notice" shall have the meaning set forth in Section
         3.4(b)."

                  "Offer Period" shall have the meaning set forth in Section
         3.4(c)."

                  "Panamanian Acquired Company" shall mean, collectively, (a)
         any Acquired Company that owns, directly or indirectly, any Acquired
         Company that operates primarily in Panama, and (b) any Acquired Company
         that operates primarily in Panama and any Subsidiaries thereof."

                  "ROFO Seller" shall have the meaning set forth in Section
         3.4(b)."

                  "ROFO Shares" shall have the meaning set forth in Section
         3.4(a)."

                  "Telcel" shall mean Telcel C.A., the Operating Company in
         Venezuela.

<PAGE>

                  "Telcel Shareholders Agreement" shall mean the Amended Telcel
         Shareholders' Agreement, dated June 23, 1998, among BellSouth
         Enterprises, Inc., Comtel Comunicaciones Telefonicas, S.A., Vencorp,
         Capco, Binford Investments Ltd., Telecomunicaciones BBS, C.A., Argenta
         Finance Ltd., Oswaldo Cisneros and Arnaldo Gonzalez, as amended through
         the date hereof.

                  "Venezuelan Acquired Company Take-Along Agreement" shall have
         the meaning set forth in Section 2.1 of Amendment No. 2 to the Stock
         Purchase Agreement.

                  "Venezuelan Arbitration Share Purchase" shall have the meaning
         set forth in Section 3.1(f)."

                  "Venezuela Stock Purchase and Reorganization Agreement" shall
         mean the Stock Purchase and Reorganization Agreement, dated as of
         June 16, 1998, by and among BellSouth Enterprises, Inc., Comtel
         Comunicaciones Telefonicas, S.A., Argenta Finance Ltd. and Oswaldo
         Cisneros."

         1.2 Amendments to Article III.

         (a) Section 3.1(f). The parties hereto agree that Section 3.1(f) of the
Stock Purchase Agreement is hereby amended and restated in its entirety as
follows

                  "(f) If pursuant to the Venezuelan Arbitration Award any of
         the Sellers is required or directed to purchase some or all of the
         Equity Interests in Comtel Comunicaciones Telefonicas, S.A. ("Comtel")
         and/or Telcel Celular, C.A. ("Telcel" and, together with Comtel, the
         "Venezuelan Arbitration Entity") held by the Minority Equity Holders in
         the Venezuelan Arbitration Entity (the "Venezuelan Arbitration
         Shares"), such Seller or Sellers (or, any of its wholly-owned direct or
         indirect subsidiaries that that BellSouth may designate) shall so
         purchase such Venezuelan Arbitration Shares. If at any time or from
         time to time during the period following the Venezuelan Arbitration
         Award Date through June 30, 2008, any of the Sellers (or their
         designee) purchase or otherwise acquire some or all of the Venezuelan
         Arbitration Shares, whether because they are required or directed to
         purchase or acquire such Equity Interests pursuant to the Venezuelan
         Arbitration Award or otherwise acquire any Venezuelan Arbitration
         Shares, Purchaser shall be required to purchase from Sellers (or
         BellSouth's Affiliate), and Sellers (or their Affiliate ) shall be
         required to sell to Purchaser, the Venezuelan Arbitration Shares (the
         "Venezuelan Arbitration Share Purchase") at a purchase price per share
         equal to the Sellers Allocated Payment per share in respect of Comtel
         or Telcel, as the case may be (subject to adjustment for any stock
         splits, reverse stock splits, recapitalizations or other changes to the
         capital structure of Comtel and/or Telcel, whether direct or indirect,
         having a similar result as the foregoing, including, with respect to
         Comtel, accounting for the value of the shares of Telcel held by
         Comtel, calculated as of the date of the Closing of the original
         transfer of any Venezuela Acquired Company pursuant to this Agreement);
         provided, however, that Purchaser shall be required to purchase the
         Venezuelan Arbitration Shares subject to any Liens to which such Equity
         Interests may be subject at the time of their purchase by any of the
         Sellers from the

<PAGE>

         Minority Equity Holder thereof and otherwise in accordance with the
         Venezuela Stock Purchase and Reorganization Agreement and the
         Venezuelan Minority Equity Agreements, so long as such Liens are not
         inconsistent with the representations and warranties set forth in
         Section 4.14 nor Seller's other representations and warranties set
         forth in Section 4.4(a) of this Agreement and applicable to the Equity
         Interests assigned and transferred to Purchaser under this Agreement.
         If the Venezuelan Arbitration Shares are acquired by Seller at any
         time, including subsequent to the Subsequent Closing in accordance with
         this Section 3.1(f), and the Venezuelan Arbitration Shares are subject
         to Liens that are inconsistent with the representations and warranties
         set forth in Section 4.14 or Seller's other representations and
         warranties set forth in Section 4.4(a) of this Agreement and applicable
         to the Equity Interests assigned and transferred to Purchaser pursuant
         to this Agreement, as if for this purpose such representations and
         warranties were made at the time of such subsequent transfer of the
         Venezuelan Arbitration Shares, then (1) Sellers will use their best
         efforts and take such actions as are necessary to eliminate or reduce
         such Liens that are, in fact, inconsistent with the foregoing described
         representations and warranties through June 30, 2008, and Purchaser
         will reasonably cooperate with such efforts and actions, and
         (2) Purchaser shall be required to purchase from Sellers (or
         BellSouth's Affiliate), and Sellers (or their Affiliate) shall be
         required to sell to Purchaser the Venezuelan Arbitration Shares, in
         accordance with this Section 3.1(f) as soon as practicable after such
         Liens have been eliminated or reduced by Seller so that are, in fact,
         consistent with the foregoing described representations and warranties.
         Notwithstanding the above, at any time through June 30, 2008, Sellers
         may require Purchaser to purchase, or Purchaser may require Seller to
         sell, the Venezuelan Arbitration Shares subject to the offending and
         inconsistent Liens, at the price per share referenced in this
         Section 3.1(f) as it may be fairly and equitably reduced to reflect the
         value diminution attributable to such offending and inconsistent Liens.
         Notwithstanding the foregoing, in no event will Purchaser be obligated
         to purchase from Sellers the Venezuelan Arbitration Shares at any time
         prior to any Closing (whether the Initial Closing or any Subsequent
         Closing) to which the Venezuelan Acquired Company is subject; provided,
         however, that in the event the Venezuelan Arbitration Shares are to be
         sold to Purchaser concurrently with the Initial Closing or any
         Subsequent Closing to which the Venezuelan Acquired Company is subject,
         the sale and purchase of the Venezuelan Arbitration Shares by Sellers
         to Purchaser shall be subject to the satisfaction or waiver of the
         conditions to Closing set forth in Article VII as applicable to such
         Closing, except that if the Venezuelan Arbitration Shares consist of
         Equity Interests in Comtel, notwithstanding anything to the contrary
         contained in Article VII, Purchaser shall be required to purchase such
         Equity Interests at the applicable Closing. The Seller Representative
         shall notify Purchaser in writing of the Sellers (or their Affiliate's)
         acquisition of the Venezuelan Arbitration Shares from the Minority
         Equity Holder thereof within three (3) Business Days of such
         acquisition, and the Venezuelan Arbitration Share Purchase shall be
         consummated on the thirtieth (30th) day following the delivery by the
         Seller Representative of such notice at such location as mutually
         agreed by the parties (subject to the absence of any Governmental
         Orders of the type described in Section 7.1(a) or Required Regulatory
         Approvals of the type described in Section 7.1(b)), unless there has
         not yet occurred a Closing involving the Venezuelan Acquired Company,
         in which case the Venezuelan Arbitration Share Purchase shall be

<PAGE>

         consummated concurrently with any Closing (whether the Initial Closing
         or a Subsequent Closing) that includes the Venezuelan Acquired Company.
         For the avoidance of doubt and notwithstanding anything to the contrary
         contained in this Agreement, (x) the obligation of each of Purchaser
         and Sellers to consummate the Venezuelan Arbitration Share Purchase
         pursuant to this Section 3.1(f) shall terminate on earlier of
         June 30, 2008, or the date on which Telcel is determined to be a
         Retained Company in accordance with this Agreement, and (y) in no event
         will the provisions of this Section 3.1(f) in any manner restrict or
         limit in any way the rights of the Sellers to appeal, challenge,
         dispute, contest, make any determination or election or otherwise take
         any action or position with respect to the Venezuelan Arbitration or
         the Venezuelan Arbitration Shares or in connection with any proceedings
         relating thereto prior to the Venezuelan Arbitration Award."

         (b) Section 3.4. The parties hereto agree that a new Section 3.4 shall
be added to the Stock Purchase Agreement, as follows:

                  "3.4     Right of First Offer.

                  (a) If any Venezuelan Acquired Company that is owned or held
                  directly or indirectly by Peck Holdings or any successor
                  Holding Company contemplated by Section 7.3(g) is deemed to be
                  a Retained Company under this Agreement, then, such BellSouth
                  Entity, prior to selling or transferring for value (or
                  entering into any binding Contract providing for such sale or
                  transfer) any Equity Interests in any such Venezuelan Acquired
                  Company to a third party unaffiliated with any of the
                  BellSouth Entities, will offer such Equity Interests in
                  relation to any such Venezuelan Acquired Company (the "ROFO
                  Shares") to Purchaser on a right of first offer basis pursuant
                  to this Section 3.4, provided, that such right of first offer
                  obligation and this Section 3.4 will terminate and expire on
                  December 31, 2006.

                  (b) Any BellSouth Entity that proposes to sell or transfer any
                  ROFO Shares (the "ROFO Seller) shall give Purchaser written
                  notice (the "Offer Notice") of its intent to sell such ROFO
                  Shares provided, that if any of the ROFO Shares are included
                  as part of a corporate structure or transaction package
                  include Equity Interests of other Retained Companies that were
                  or are owned by Peck Holdings or any successor Holding Company
                  contemplated by Section 7.3(g), then the Offer Notice, the
                  ROFO Shares and the right of first offer contemplated by this
                  Section 3.4 will refer and apply to such package of such
                  Equity Interests of the Venezuelan Acquired Companies and such
                  other Retained Companies. The Offer Notice shall set forth all
                  material terms and conditions governing the proposed transfer
                  of the ROFO Shares (which terms and conditions may differ from
                  these in this Agreement), including the amount of Equity
                  Interests involved and the purchase price (which will be
                  payable in cash or cash equivalents) applicable to such
                  proposed transfer. In addition, if any BellSouth Entity has
                  entered into any commitment or other Contract with any other
                  person regarding the ROFO Shares and a sale of the ROFO Shares
                  to that person should Purchaser not acquire the ROFO Shares
                  pursuant to this Section 3.4,

<PAGE>

                  then the Offer Notice will also identify, on a confidential
                  basis, such other person.

                  (c) Purchaser shall have thirty (30) calendar days from the
                  date on which the Offer Notice was provided to Purchaser (the
                  "Offer Period") to deliver a notice in writing to Sellers
                  unconditionally accepting the offer to purchase the ROFO
                  Shares on the terms set forth in the Offer Notice (the
                  "Acceptance Notice"). Upon delivery of the Acceptance Notice,
                  the ROFO Seller and Purchaser shall consummate as soon as
                  practicable such purchase and sale of the ROFO Shares in
                  accordance with the Offer Notice, subject to customary and
                  reasonable terms and conditions that are consistent with the
                  Offer Notice.

                  (d) If Purchaser has not delivered an Acceptance Notice as of
                  expiration date of the Offer Period, or upon the delivery by
                  Purchaser of a notice in writing rejecting the purchase of the
                  ROFO Shares described in the Offer Notice, the ROFO Seller
                  shall have one hundred and twenty (120) calendar days from the
                  expiration date of the Offer Period to enter into a definitive
                  and binding Contract to sell the ROFO Shares to an
                  unaffiliated third party, for a price and payment terms that
                  are at least as favorable to the ROFO Seller as those set
                  forth in the Offer Notice and otherwise subject to customary
                  terms and conditions that are consistent with transaction of
                  the type proposed and the Offer Notice. If Purchaser has not
                  so delivered an Acceptance Notice, then Purchaser will not
                  interfere with the efforts by the ROFO Seller to offer, enter
                  into Contracts and transfer and sell the ROFO Shares in
                  accordance with this Section 3.4.

                  (e) If the ROFO Seller is unable to enter into a definitive
                  and binding Contract to transfer the ROFO Shares to an
                  unaffiliated third party in accordance with the time period
                  and other provisions specified in Section 3.4(d) above, then,
                  prior to December 31, 2006, the BellSouth Entities will not
                  sell or transfer for value (or enter into a binding Contract
                  providing for such sale or transfer) of ROFO Shares to another
                  Person without complying de novo with the right of first offer
                  set forth in this Section 3.4."

         1.3 Amendment to Article IV Relating to the Venezuelan Acquired
Companies. The parties hereto agree that Article IV of the Stock Purchase
Agreement is hereby amended to add the following Section 4.14:

                  "4.14. Telcel.

         (a) The Telcel Shareholders Agreement has terminated in accordance with
its terms and is of no further force and effect, except with regard to Sections
2.6, 2.10, 3.5, 9.5, 9.7, 9.13 and Article IV thereof as expressly provided in
Article VIII thereof.

         (b) Assuming and upon the closing of Purchaser's purchase from Sellers
of the Equity Interests of Telcel pursuant to this Agreement, then:

<PAGE>

            (i) There are no Contracts under which the consent of Argenta
         Finance Ltd. or Oswaldo Cisneros, nor any of their respective
         Affiliates, is required in order to effect the purchase and sale of
         Seller's indirect Equity Interests in Telcel to Purchaser pursuant to
         this Agreement; and

            (ii) Such purchase and acquisition from Sellers does not give rise
         to any preemptive rights, rights of first refusal, or rights of first
         offer arising out of any Contract enforceable by either Argenta Finance
         Ltd. or Oswaldo Cisneros.

Purchaser is aware that Argenta Finance Ltd. and/or Oswaldo Cisneros have a
"Tag-Along Right" (which the Take-Along Agreement described in Section 2.1 of
this Second Amendment is intended to address), and that any transfer of direct
or indirect Equity Interests in Telcel must be made in compliance with
applicable Venezuelan law of the Comision Nacional de Valores.

         (c) Upon Purchaser's purchase and acquisition from Sellers of the
Equity Interests of Telcel pursuant to its acquisition of Peck Holdings or any
successor Holding Company for Telcel as contemplated by Section 7.3(g), at
either the Initial Closing or a Subsequent Closing, without giving effect to any
subsequent acquisition of Venezuelan Arbitration Shares pursuant to
Section 3.1(f) or Section 3.4, or the waiver of the conditions set forth in
Section 7.2(g) or Section 7.4(b)(ii), and as of the applicable Closing Date:

            (i) Purchaser, by virtue of acquiring, holding and exercising its
         rights and interests as a holder of such Equity Interests, will be
         capable of exercising management, financial and operating control over
         Telcel, in materially the same manner as Sellers prior to the
         applicable Closing, including appointing, electing and maintaining a
         majority of the members of the board of directors of Telcel and thereby
         appointing, approving or removing the officers of Telcel, and

            (ii) Telcel and Purchaser will not be subject to any restriction or
         limitation in any Contract binding on Telcel and enforceable by Argenta
         Finance Ltd. or Oswaldo Cisneros, that would restrict or limit the
         exercise by Purchaser of management, financial or operating control
         over Telcel in materially the same manner as exercised by Sellers prior
         to the applicable Closing.

The foregoing is not intended to suggest that the management and operation of
Telcel by Purchaser shall be free from any restrictions, as Telcel's business
and operations, as well as Purchaser's ability to exercise control over the
management, finance and operations of Telcel shall remain subject to its
Articles of Incorporation and Bylaws (complete and accurate copies of which have
provided to Purchaser), all applicable Venezuelan laws and, except as expressly
provided in clause (ii) above with regard to Contracts enforceable by Argenta
Finance Ltd. or Oswaldo Cisneros, Contracts with third parties.

         1.4 Amendment to Article VI.

         (a) Section 6.1. The parties hereto agree that Section 6.1 are hereby
amended to add, at the end, a new additional sentence, as follows:

<PAGE>

                  "Consistent with the foregoing, in the event of any Initial
                  Closing Legal Prohibition or Subsequent Closing Legal
                  Prohibition which delays, restricts or prevents a Closing,
                  then, subject to this Agreement, the parties respectively will
                  use their best efforts to eliminate such Prohibition insofar
                  as it relates to actions or omissions by such party or claims
                  or allegations against such party, provided that the foregoing
                  will not in any manner restrict or limit in any way the rights
                  of Sellers to appeal, challenge, dispute, contest, make any
                  determination or election or otherwise take any action or
                  position with respect to the Venezuelan Arbitration or the
                  Venezuelan Arbitration Shares or in connection with any
                  proceedings relating thereto prior to the Venezuelan
                  Arbitration Award."

         1.5 Amendments and Waivers to Article VII.

         (a) Sections 7.2(a) and 7.4(b)(iii). The parties hereto agree that
Section 7.2(a) and Section 7.4(b)(iii) are each hereby amended to add,
immediately following the reference to "4.13" and prior to the word "and," as
follows:

                  "and 4.14"

         (b) Section 7.3(g). The parties hereto agree that Section 7.3(g) is
hereby amended to add, immediately following the reference to "7.3" and prior to
the word "shall," as follows:

                  "(it being understood, for avoidance of doubt, that any
                  Governmental Order that prohibits, restrains, enjoins or
                  restricts the transfer of the Venezuelan Acquired Company
                  contemplated by this Agreement will be deemed, for this
                  purpose, to be a Governmental Order applicable to and
                  prohibition, restraining, enjoining or restricting Peck
                  Holdings or any successor Holding Company, notwithstanding the
                  qualifications or provisions set forth in Section 7.1(a))"

         (c) Section 7.4(c)(vii). The parties hereto agree that Section
7.4(c)(vii) is hereby amended to add, immediately following the reference to
"7.4" and prior to the word "shall," as follows::

                  "(it being understood, for avoidance of doubt, that any
                  Governmental Order that prohibits, pertains, enjoins or
                  restricts the transfer of the Venezuelan Acquired Company
                  contemplated by this Agreement will be deemed, for this
                  purpose, to be a Governmental Order applicable to and
                  prohibition, restraining, enjoining or restricting Peck
                  Holdings or any such successor Holding Company,
                  notwithstanding the qualifications or provisions set forth in
                  Section 7.4(a)(i))"

<PAGE>

         (d) Waiver of Section 7.2(g) and Section 7.4(b)(ii). In connection with
any Closing that includes the Venezuelan Acquired Company, Purchaser hereby
irrevocably waives (i) in the event that the Closing of the Venezuelan Acquired
Company occurs at the Initial Closing, the closing condition and provisions of
Section 7.2(g) of the Stock Purchase Agreement, and (ii) in the event that the
Closing of the Venezuelan Acquired Company occurs at any Subsequent Closing, the
closing condition and provisions of Section 7.4(b)(ii) of the Stock Purchase
Agreement.

         1.6 Amendment to Article IX. The parties hereto agree that Section
9.1(b) of the Stock Purchase Agreement is hereby amended to add, immediately
after the reference to "2005" and prior to the words "("the Outside Date") the
following:

                  ", and provided further that if the Initial Closing shall have
                  occurred by December 15, 2004, but the Initial Closing or any
                  Subsequent Closings did not include Peck Holdings or any
                  successor Holding Company contemplated by Section 7.3(g) which
                  includes the Venezuelan Acquired Companies due solely to the
                  imposition of any Initial Closing Legal Prohibition applicable
                  to the Venezuelan Acquired Companies or Subsequent Closing
                  Legal Prohibition applicable to the Venezuelan Acquired
                  Companies or due to the conditions set forth in Sections
                  7.3(g) or 7.4(c)(vii), then such date shall be extended to
                  December 31, 2005."

         1.7 Amendments to Article X.

         (a) Section 10.1. The parties hereto agree that Section 10.1(b) of the
Stock Purchase Agreement is hereby amended to add, immediately after the
reference to "Environmental Warranties" and prior to the word "shall" the
following:

                  "and the representations and warranties set forth in Section
                  4.14"

         (b) Section 10.2(a)(i). The parties hereto agree that the first
paragraph of Section 10.2(a)(i) is hereby amended to add the following phrase
immediately following the words "Additional Representations Certificate" and
prior to the phrase "; provided, that," as follows:

                  "(other than any representation or warranty made pursuant to
                  Section 4.14)"

         (c) Section 10.2(a)(x). The parties hereto agree that a new Section
10.2(a)(x) is hereby added to the Stock Purchase Agreement, as follows:

                  "(x) any breach of or any inaccuracy in the representations
         and warranties contained in Section 4.14, including any breach or
         inaccuracy in such representations and warranties resulting from
         Contracts that are determined to be enforceable by or through Argenta
         Finance Ltd. or Oswaldo Cisneros, irrespective of whether any such
         breach or inaccuracy occurs or is discovered or any claims in relation
         thereto arise prior or subsequent to any purchase and sale of the
         Equity Interests in respect of Venezuelan Acquired Companies under this
         Agreement,

<PAGE>

         and the indemnification provided pursuant to this Section 10.2(a)(x)
         shall not be subject to any of the limitations of liability set forth
         in Section 10.4(a), including neither the applicable Threshold nor the
         Indemnity Deductible; and"

         (d) Section 10.2(a)(xi). The parties hereto agree that a new Section
10.2(a)(xi) is hereby added to the Stock Purchase Agreement, as follows:

                  "(xi)    the Cisneros Employment Compensation Suit."

         (e) Section 10.4(a)(i). The parties hereto agree that Section
10.4(a)(i) is hereby amended to add the following phrase at the end, immediately
following the word "apply," as follows:

                  "and provided further that with respect to any inaccuracy or
                  breach of the representation or warranty set forth in Section
                  4.14, the limitations set forth in clauses (A) and (B) of this
                  Section 10.4(a)(i) shall not apply."

         (f) Section 10.4(a)(v). The parties hereto agree that the following
will be added as Section 10.4(a)(v) to the Stock Purchase Agreement, as follows:

                  "(v) Section 10.2(a)(xi) only if, and only to the extent that,
         Purchaser and the Purchaser Indemnified Persons shall have incurred or
         suffered aggregate indemnifiable Losses in excess of the Threshold, in
         which case the entire amount of such Loss, and not just the amount in
         excess of the Threshold, will be available as an indemnification claim
         hereunder, subject to the other provisions of this Agreement, including
         the Indemnity Deductible."

                                   ARTICLE II

                                OTHER AGREEMENTS

         2.1 Venezuelan Acquired Company Take-Along. The parties hereto hereby
acknowledge and agree that they have separately reviewed and agreed as to the
form of the Take-Along Agreement relating to the Venezuelan Acquired Company
pursuant to the Take-Along Offer under Section 3.2 of the Stock Purchase
Agreement (the "Venezuelan Acquired Company Take-Along Agreement"), and further
acknowledge and agree that (i) Sellers have delivered a letter dated September
17, 2004 including the Venezuelan Acquired Company Take-Along Agreement, to
Argenta Finance Ltd. and Oswaldo Cisneros in accordance with the Venezuela Stock
Purchase and Reorganization Agreement, and (ii) if it is determined by BellSouth
as a result of discussions between BellSouth and the arbitration panel
adjudicating the Venezuelan Arbitration that the deadline for a response by
Argenta Finance Ltd. and/or Oswaldo Cisneros under the terms of the Venezuelan
Acquired Company Take-Along Agreement should be extended to October 15, 2004,
then each of the parties hereto shall take any and all actions necessary,
including, without limitation, providing a notice of extension in relation to
the Venezuelan Acquired Company Take-Along Agreement, in order to so extend such
response deadline.

<PAGE>

         2.2 Initial Closing, Peck Holdings and Subsequent Closing.

         (a) Initial Closing. Subject to the parties' compliance with and
performance of the Stock Purchase Agreement, the parties hereby waive the
condition to closing set forth in Section 8.1(a)(i) and (ii), such that the
Initial Closing will, for purposes of this Agreement, consist only of the
Ecuadorian Acquired Company, the Guatemalan Acquired Company and the Panamanian
Acquired Company. The parties hereto hereby acknowledge and agree to use their
commercially reasonable efforts to consummate the transactions contemplated by
the Stock Purchase Agreement with respect to the Ecuadorian Acquired Company,
the Guatemalan Acquired Company and the Panamanian Acquired Company on or about
October 14, 2004 (and a pre-closing therefor, for legal and documentation
purposes, about one week prior to such date in anticipation of a Closing on such
date), subject to this Amendment No. 2 and the Stock Purchase Agreement and the
conditions set forth herein and therein, and further acknowledge and agree that
for all purposes under the Stock Purchase Agreement the closing of the sale of
the Sellers Equity Interests in the Ecuadorian Acquired Company, the Guatemalan
Acquired Company and the Panamanian Acquired Company shall be deemed to be the
Initial Closing and each of the Ecuadorian Acquired Company, the Guatemalan
Acquired Company and the Panamanian Acquired Company shall be deemed to be an
Initial Acquired Company.

         (b) Peck Holdings and Subsequent Closing. Subject to this Amendment
No. 2 and the Stock Purchase Agreement and the conditions set forth herein and
therein, the parties hereto hereby further agree to use their commercially
reasonable efforts to consummate the Closing of the transactions contemplated in
the Stock Purchase Agreement in respect of the Holding Company that is the
successor to Peck Holdings and that was formed to hold (i) the Peruvian Acquired
Company, (ii) the Uruguayan Acquired Company, (iii) the Colombian Acquired
Company, (iv) the Nicaraguan Acquired Company, (v) the Venezuelan Acquired
Company, on or about October 28, 2004 (and a pre-closing therefor, for legal and
documentation purposes, about one week prior to such date in anticipation of a
Closing on such date).

                                  ARTICLE III

                                  MISCELLANEOUS

         3.1 Ratification and Confirmation of the Stock Purchase Agreement; No
Other Changes. Except as modified by this Amendment No. 2, the Stock Purchase
Agreement is hereby ratified and confirmed in all respects. Nothing herein shall
be held to alter, vary or otherwise affect the terms, conditions and provisions
of the Stock Purchase Agreement, other than as contemplated herein.

         3.2 Severability. If any provision of this Amendment No.2 shall be held
invalid, illegal or unenforceable, the validity, legality or enforceability of
the other provisions hereof shall not be affected thereby, and there shall be
deemed substituted for the provision at issue a valid, legal and enforceable
provision as similar as possible to the provision at issue.

<PAGE>

         3.3 Applicable Law.  This Amendment No. 2 shall be governed by and
construed and enforced in accordance with the internal laws of the State of New
York without giving effect to the principles of conflicts of law thereof.

         3.4 Counterparts. This Amendment No. 2 may be executed and delivered
(including by facsimile transmission) in one or more counterparts, all of which
shall be considered one and the same agreement and shall become effective when
one or more counterparts have been signed by each of the parties and delivered
to the other parties, it being understood that all parties need not sign the
same counterpart.



<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2
to be signed, all as of the date first written above.

               TELEFONICA MOVILES, S.A.


               By:    /s/ Manuel Jose Costa Marques  /s/ Antonio Hornedo Muguiro
               Name:  Manuel Jose Costa Marques      /Antonio Hornedo Muguiro
               Title: General Manager of Corporate   /General Counsel
                      Development in Latin America


                                     BELLSOUTH INTERNATIONAL, INC.


                                     By: /s/ Jeffrey A. Dickerson
                                     Name:  Jeffrey A. Dickerson
                                     Title: Authorized Signatory


                                     BELLSOUTH ENTERPRISES, INC.


                                     By: /s/ Jeffrey A. Dickerson
                                     Name:  Jeffrey A. Dickerson
                                     Title: Authorized Signatory


                                     BELLSOUTH INTERNATIONAL LATIN AMERICA, INC.


                                     By: /s/ Jeffrey A. Dickerson
                                     Name:  Jeffrey A. Dickerson
                                     Title: Authorized Signatory


                                     BELLSOUTH ARGENTINA HOLDINGS, LLC


                                     By: /s/ Jeffrey A. Dickerson
                                     Name:  Jeffrey A. Dickerson
                                     Title: Authorized Signatory





<PAGE>



                                     BELLSOUTH CHILE, INC.


                                     By: /s/ Jeffrey A. Dickerson
                                     Name:  Jeffrey A. Dickerson
                                     Title: Authorized Signatory


                                     BELLSOUTH CHILE HOLDINGS, INC.


                                     By: /s/ Jeffrey A. Dickerson
                                     Name:  Jeffrey A. Dickerson
                                     Title: Authorized Signatory


                                     BELLSOUTH CORPORATION,
                                     To the extent that this
                                     Amendment No.1 amends,
                                     modifies or affects in any
                                     manner the Sections and
                                     Articles of the Stock
                                     Purchase Agreement
                                     identified in the Preamble
                                     only


                                     By: /s/ Jeffrey A. Dickerson
                                     Name:  Jeffrey A. Dickerson
                                     Title: Authorized Signatory