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                                                                   Exhibit 10.29


                                AMENDMENT ONE TO
                              EMPLOYMENT AGREEMENT

                  AMENDMENT ONE TO EMPLOYMENT AGREEMENT, dated January 18, 2000,
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 desires to induce the Employee to continue
employment with the Company as Chief Executive Officer for the amended
Employment Term provided in this Agreement, and the Employee is willing to
accept such employment with the Company, all in accordance with the terms and
conditions set forth below and in his EMPLOYMENT AGREEMENT dated January 18,
2000;

                  NOW, THEREFORE, for and in consideration of the premises
hereof and the mutual covenants contained herein and in the EMPLOYMENT AGREEMENT
dated January 18, 2000, the parties hereto hereby covenant and agree as follows:

1.       Term of Employment. Paragraphs 2(a) and (b) of the EMPLOYMENT AGREEMENT
are deleted in their entirety and the EMPLOYMENT AGREEMENT is amended as
follows:

         Unless earlier terminated as provided in this Agreement, the term of
         the Employee's employment under this Agreement shall be for a period
         beginning on the Commencement Date and ending on February 7, 2006. For
         the period of February 7, 2004 - February 7, 2006, Employee shall have
         the option to work part time under mutually agreeable wages, terms and
         conditions that will be negotiated between Employee and the Company.
         Employee shall provide the Company at least 30 days notice prior to the
         commencement of part time employment. The period from the Commencement
         Date until February 7, 2006 or, in the event that the Employee's
         employment hereunder is earlier terminated as provided in section 7 of
         the EMPLOYMENT AGREEMENT, such period is hereinafter called the
         "Employment Term".

2.       Duties. Paragraph 3 of the EMPLOYMENT AGREEMENT is deleted in its
entirety and the EMPLOYMENT AGREEMENT is amended as follows:

         1. Duties. The Employee shall be employed as President and Chief
         Executive Officer of the Company, shall faithfully perform and
         discharge such duties as inhere in the position of President and Chief
         Executive Officer of the Company and as may be specified in the Limited
         Liability Company Agreement of the Company with respect to such
         position, and shall also perform and discharge such other duties and
         responsibilities

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         consistent with such position as the Board of Directors of the Company
         (the "Board of Directors") shall from time to time determine. The
         Employee shall report to the Board of Directors of the Company. The
         Employee shall perform his duties principally at offices of the Company
         in Dallas, Texas, with such travel to such other locations from time to
         time. Except as may otherwise be approved in advance by the Board of
         Directors, and except during vacation periods and reasonable periods of
         absence due to sickness, personal injury or other disability, the
         Employee shall devote his full business time throughout the Employment
         Term to the services required of him hereunder. The Employee shall
         render his business services exclusively to the Company and its
         subsidiaries during the Employment Term and shall use his best efforts,
         judgment and energy to improve and advance the business and interests
         of the Company and its subsidiaries in a manner consistent with the
         duties of his position. Notwithstanding the foregoing, the Employee
         shall be entitled to participate as a director or advisor to one or
         more associations, businesses or community or charitable organizations
         in the Dallas/Ft. Worth area, so long as such activity does not (i)
         involve a substantial amount of the Employee's time, (ii) impair in any
         material respect the Employee's ability to perform his duties under
         this Agreement or (iii) violate the provisions of Section 9 of this
         Agreement.

3.       Salary. Amend section 4(a) of the EMPLOYMENT AGREEMENT to delete "base
salary at the annual rate of Four Hundred Fifty Thousand Dollars ($450,000)" and
replace it with "base salary at the annual rate of five hundred twenty five
thousand ($525,000)."

4.       Other Benefits; Equity Interests. Section 5(a)(ii) of the EMPLOYMENT
AGREEMENT is amended in part to add the following:

         After the conclusion of the Employment Term, Employee shall have the
         right to continue coverage under any medical and health plans that may
         be provided by the Company, its successors or assigns for its senior
         executive employees in accordance with the provisions of any such
         plans, as the same may be in effect from time to time. Employee shall
         have the right to obtain coverage under such medical and health plans
         at the same cost as may be assessed by the Company, its successors or
         assigns to senior executive employees for such coverage.

5.       Other Benefits; Equity Interests. Section 5(b) of the EMPLOYMENT
AGREEMENT is amended in part to add the following:

         Notwithstanding the provisions of the Company's 2000 Equity Incentive
         Non-Qualified Option Agreement or any subsequent Non-Qualified Option
         Agreement that the Company may issue, Employee shall not have to
         exercise vested Equity Interest Options within the time periods

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         prescribed in the "Option Expiration Rules" section in Schedule I of
         that Agreement. Employee shall not have to exercise any vested,
         unexercised Equity Interest Options that Employee holds at the
         conclusion of the Employment Term until the earlier of: i) the closing
         date of an acquisition of or a merger between the Company and an
         unrelated third party; or, ii) within 180 days of the date that the
         Employee becomes qualified to exercise Equity Interest Options
         following the initial public offering of the Company's stock on a
         national stock exchange.

6.       All other terms of the EMPLOYMENT AGREEMENT shall remain in full force
and effect.

                  IN WITNESS WHEREOF, the Company and the Employee have duly
executed and delivered this AMENDMENT ONE TO EMPLOYMENT AGREEMENT.

                                             VALOR TELECOMMUNICATIONS, LLC

                                                  By: /s/ Anne K. Bingaman
                                                  ------------------------
                                                  Name:  Anne K. Bingaman
                                                  Title: Chairman
                                                  Date:  January  , 2002

                                                  /s/ Kenneth R. Cole
                                                  -------------------
                                                  Kenneth R. Cole
                                                  Date:  January 2, 2002

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