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                                                                    Exhibit 10.8

                       MCI WORLDCOM NETWORK SERVICES, INC.

Confidential Treatment. The portions of this exhibit that have been replaced
with "[*****]" have been filed separately with the Securities and Exchange
Commission and are the subject of an application for confidential treatment.

                                 AMENDMENT NO. 3

         This Amendment No. 3 ("AMENDMENT NO. 3") is made this 2nd day of
January, 2002, between Valor Telecommunications Enterprises, L.L.C. ("CUSTOMER")
and MCI WORLDCOM Network Services, Inc. ("MCI"), to those certain Program
Enrollment Terms (the "PET"), to that certain Telecommunications Services
Agreement more particularly described as TSA# VTE-001019 (the "TSA"), made by
and between Customer and MCI dated September 30, 2000, including all prior
applicable amendments thereto (the "PRIOR AMENDMENTS"). In the event of any
conflict between the terms of the TSA, the PET, any Prior Amendment or any
applicable Attachment and the terms of this Amendment No. 3, the terms of this
Amendment No. 3 shall control. The TSA along with the PET, the Prior Amendments,
all applicable Attachment(s), and this Amendment No. 3 shall collectively be
referred to as the "AGREEMENT". Capitalized terms not defined herein shall have
the meaning ascribed to them in other documents referenced herein. All
references to "MCI WorldCom" in the Agreement including any attachments,
schedules or exhibits thereto, will be deemed to refer to "MCI".

         In consideration of good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

1.       SPECIAL RATE:

         (A)      Notwithstanding anything to the contrary contained in the
         Agreement, commencing within ten (10) business days following MCI's
         execution and delivery of this Amendment No. 3, which date will be
         determined by MCI in its sole discretion, and continuing through the
         end of the Service Term (including any extensions thereto), with
         respect to CLASSIC SWITCHLESS 1+ Service and CLASSIC SWITCHLESS TOLL
         FREE Service, Customer will receive the special rate (the "SPECIAL
         RATE") shown in Subpart (i) below. The Special Rate will not be subject
         to the applicable discount percentage set forth in the Agreement. All
         other rate will be as set forth in the Agreement.

                  (i)      CLASSIC SWITCHLESS 1+ Service and CLASSIC SWITCHLESS
         TOLL FREE Service - Customers Intrastate rate for calls within Texas
         will be $[*****] per minute.

         (B)      Notwithstanding anything to the contrary contained in the TSA,
         MCI reserves the right to modify the Special Rate described in
         Subsection (A) above (which charge modifications shall not exceed
         then-current generally available MCI charges for comparable services),
         upon not less than thirty (30) calendar days' prior notice to Customer
         (facsimile being acceptable), which notice will state the effective
         date for the charge modification.

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2.       OTHER TERMS AND CONDITIONS. Except as specifically amended or modified
         herein, the terms and conditions of the Agreement will remain in full
         force and effect throughout the Service Term and any extensions
         thereof.

         IN WITNESS WHEREOF, the parties have entered into this Amendment No. 3
on the date first written above.

VALOR TELECOMMUNICATIONS                             MCI WORLDCOM NETWORK
ENTERPRISES, L.L.C.                                  SERVICES, INC.

By: /s/ William F. Kasdorf                           By: /s/ Peter M. Cassidy
    ----------------------                               -----------------------

     William F. Kasdorf                                     Peter M. Cassidy
    ----------------------                               -----------------------
       (Print Name)                                           (Print Name)

Senior Vice President - Sales and Marketing  Vice President - Wholesale Services
--------------------------------------------------------------------------------
               (Title)                                   (Title)

              1/3/02                                      1/16/02
      ---------------------                        -----------------------
              (Date)                                       (Date)

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                                     CONFIDENTIAL