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                                                                   EXHIBIT 10.29

                                  AMENDMENT ONE

                         PART-TIME EMPLOYMENT AGREEMENT

            THIS AMENDMENT ONE TO THE PART-TIME EMPLOYMENT AGREEMENT ("Amendment
One"), is entered into and effective as of November 10, 2004 (the "Effective
Date"), by and between VALOR TELECOMMUNICATIONS, LLC, a Delaware limited
liability company (the "Company"), and KENNETH R. COLE (the "Employee").

                              W I T N E S S E T H:

      WHEREAS, the Company and the Employee entered into a Part Time Employment
Agreement dated April 2, 2004; and,

      WHEREAS, the Company and the Employee also executed a Letter Agreement
dated April 2, 2004 that provided certain terms with respect to payment to the
Employee should the Company consummate an Initial Public Offering of IDS units
("IPO") within twelve (12) months of the date of the Letter Agreement; and,

      WHEREAS, subsequent to the execution of the Part Time Employment Agreement
and the Letter Agreement, the Company announced it was suspending its IPO and
pursuing a re-capitalization of the Company; and,

      WHEREAS, on November 10, 2004 the Company closed its transaction to
re-capitalize the Company's existing senior, second lien and senior subordinated
credit facilities.

      NOW, THEREFORE, for and in consideration of the premises hereof and the
mutual covenants contained herein, the parties hereto hereby covenant and agree
to amend the Part Time Employment Agreement and the Letter Agreement as follows:

   1.    The parties agree to strike that portion of the Letter Agreement that
         provides: "In addition, if the IPO is consummated within twelve (12)
         months of the Effective Date, [the Company] agrees to pay you an
         additional one-time cash payment equal to $1.5 million."

   2.    The Company agrees to pay the Employee seven hundred fifty thousand
         dollars ($750,000) on November 10, 2004, the date of closing of the
         re-capitalization transaction.

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   3.    The Company further agrees to pay the Employee seven hundred fifty
         thousand dollars ($750,000) within three (3) business days of the
         earlier of either a Liquidation Event, as herein defined, or March 31,
         2007.

   4.    For purposes of this Amendment One, a "Liquidation Event" shall be
         defined as:

         a. The acquisition of "beneficial interest" by a "person" or "group"
            (as such terms are defined in Section 13(d)(3) of the Securities
            Exchange Act of 1934, as amended) of voting equity interests of the
            Company representing more than 50% of the voting power of all
            outstanding voting equity interests, whether by way of merger or
            consolidation or otherwise, or a sale of substantially all of the
            assets of the Company; or,

         b. The consummation of an initial public offering of the Company's
            securities.

   5.    All other terms of the Part Time Employment Agreement and the Letter
         Agreement shall remain in full force and effect.

            IN WITNESS WHEREOF, the Company and the Employee have duly
executed and delivered this Amendment One.

                                               VALOR TELECOMMUNICATIONS, LLC

                                                  By:  /s/ John J. Mueller
                                                       --------------------
                                                  Name: John J. Mueller
                                                  Title: President & CEO
                                                  Date:  Nov 19, 2004

                                                  /s/ Kenneth R. Cole
                                                  --------------------------
                                                  Kenneth R. Cole
                                                  Date: 11-19, 2004

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