Exhibit 10.44.1

================================================================================




                        THE CHILLICOTHE TELEPHONE COMPANY





                        FIRST AMENDMENT TO NOTE AGREEMENT


                            Dated as of April 1, 1999




                   Re: Note Agreement dated as of June 1, 1998





================================================================================



<PAGE>

                        THE CHILLICOTHE TELEPHONE COMPANY

                        FIRST AMENDMENT TO NOTE AGREEMENT

                   Re: Note Agreement dated as of June 1, 1998


To the Noteholders which are signatories                           Dated as of
 to this First Amendment                                           April 1, 1999

Ladies and Gentlemen:

     Reference  is hereby made to the Note  Agreement,  dated as of June 1, 1998
(the  "Note  Agreement")  among  The  Chillicothe  Telephone  Company,  an  Ohio
corporation  (the  "Company"),  American  United Life Insurance  Company and The
State Life  Insurance  Company (the  "Noteholders")  under and pursuant to which
$12,000,000  6.62% Senior  Notes due June 1, 2018  ("Notes") of the Company were
issued.

     The Company  desires to amend the Note Agreement as hereinafter  set forth.
Pursuant to Section 10(c) of the Note Agreement,  holders of at least two-thirds
in aggregate principal amount of the outstanding Notes (the "Requisite Holders")
must consent to such  amendments.  Since you are the holders of the  outstanding
Notes in the principal amount set opposite your names on Schedule I, the Company
hereby  requests  that you  accept  the  amendments  as set  forth  below.  Upon
satisfaction  of the  conditions  precedent set forth in Section 3 hereto,  this
instrument  shall  constitute  an  agreement  which amends and restates the Note
Agreement as of the Effective Date in the respects hereinafter set forth:

SECTION 1. AMENDMENTS TO NOTE AGREEMENT.

     Section 1.1. Amendments to Section 5(i). Section 5(i) of the Note Agreement
is hereby amended and restated in its entirety to read as follows:

          (i) Restricted Payments and Restricted Investments.

               (1)  Declare  or  make,  or  incur  any  liability  to  make  any
          Restricted Payments or Restricted Investments, except:

                    (A) a Subsidiary may, pay dividends to the Company; and

                    (B) subject to the limitations in clauses (2) and (3) below,
               the Company and its  Subsidiaries  may declare or make Restricted
               Payments and Restricted  Investments,  provided that  immediately
               after giving  effect to any such action,  (x) no Event of Default



<PAGE>

               or event  which with the passing of time or the giving of notice,
               or both,  would  constitute an Event of Default shall exist,  (y)
               the Company  would be able to incur at least $1.00 of  additional
               Funded  Debt  pursuant  to Section  5(a),  and (z) the  aggregate
               amount of all  Restricted  Payments  and  Restricted  Investments
               declared  or made on or after July 1, 1998 to and  including  the
               date such Restricted Payment or Restricted Investment is declared
               or made,  as the case may be,  would  not  exceed  the sum of (i)
               $3,000,000,  plus  (ii) 60% of any  Cumulative  Consolidated  Net
               Income, minus (iii) 100% of any Cumulative Consolidated Net Loss,
               plus (iv) the net  proceeds to the Company  from any  issuance of
               capital stock from and after July 1, 1998;

               (2) In addition to the limitations contained in clause (1) above,
          from January 1, 1997 through  December 31, 1998, the Company shall not
          increase the  aggregate  quarterly  dividend on its common stock above
          $710,000; and

               (3) In addition to the limitations contained in clause (1) above,
          the aggregate amount of all Restricted  Investments of the Company and
          its  Subsidiaries  outstanding  at any time on or after June 23,  1998
          shall not exceed $2,500,000.

     In valuing any  Investments for the purpose of applying the limitations set
forth in this Section  5(i),  Investments  shall be taken at the  original  cost
thereof,  without  allowance for any subsequent  write-offs or  appreciation  or
depreciation therein, but less any amount repaid or recovered in cash on account
of capital or principal.

     Section 1.2.  Amendments to Section 12. Section 12 of the Note Agreement is
hereby amended by restating in their entirety the following  definitions to read
as follows:

     "Cumulative Consolidated Net Income" shall mean the excess, if any, of:

          (i) the sum of (A) Consolidated Net Income, if any, for each completed
     fiscal year of the Company  commencing  on or after January 1, 1999 and (B)
     Consolidated Net Income, if any, (x) for each completed quarter  commencing
     on or after July 1, 1998 and  ending on or prior to  December 3 1, 1998 and
     (y) for each  completed  quarter  ending after the end of the most recently
     completed fiscal year of the Company; over

          (ii) the sum of (A)  Consolidated Net Loss, if any, for each completed
     fiscal year of the Company  commencing  on or after January 1, 1999 and (B)
     Consolidated Net Loss, if any, (x) for each completed quarter commencing on
     or after July 1, 1998 and ending on or prior to  December  31, 1998 and (y)
     for each  completed  quarter  ending  after  the end of the  most  recently
     completed fiscal year of the Company.



                                       2
<PAGE>

     "Cumulative Consolidated Net Loss" shall mean the excess, if any, of:

          (i) the sum of (A)  Consolidated  Net Loss, if any, for each completed
     fiscal year of the Company  commencing  on or after January 1, 1999 and (B)
     Consolidated Net Loss, if any, (x) for each completed quarter commencing on
     or after July 1, 1998 and ending on or prior to  December  31, 1998 and (y)
     for each  completed  quarter  ending  after  the end of the  most  recently
     completed fiscal year of the Company; over

          (ii)  the  sum of (A)  Consolidated  Net  Income,  if  any,  for  each
     completed fiscal year of the Company commencing on or after January 1, 1999
     and (B)  Consolidated  Net Income,  if any, (x) for each completed  quarter
     commencing  on or after July 1, 1998 and ending on or prior to December 31,
     1998 and (y) for each  completed  quarter  ending after the end of the most
     recently completed fiscal year of the Company.

SECTION 2. WARRANTIES AND REPRESENTATIONS.

     The Company represents and warrants that all representations and warranties
set forth in Annex A attached  hereto are true and  correct as of the  Effective
Date.

SECTION 3. CONDITIONS PRECEDENT.

     The  effectiveness  of this First Amendment shall be subject to the Company
obtaining the written  consent of the Requisite  Holders,  as evidenced by their
signatures at the foot of this First Amendment.

SECTION 4. MISCELLANEOUS PROVISIONS.

     Section 4.1. Effective Date.  This First Amendment shall become  effective
on and as of the Closing  Date for the sale of the Notes which was June 23, 1998
(the "Effective Date").

     Section 4.2.  Ratification  of Note Agreement.  Except as herein  expressly
amended,  the Note Agreement are in all respects ratified and confirmed.  If and
to the extent that any of the terms or provisions  of the Note  Agreement are in
conflict  or  inconsistent  with any of the terms or  provisions  of this  First
Amendment, this First Amendment shall govern.

     Section  4.3.  Counterparts.  This First  Amendment  may be  simultaneously
executed in any number of counterparts, and all such counterparts together, each
as an original, shall constitute but one and the same instrument.

     Section  4.4.  Payment  of Fees  and  Expenses.  All  reasonable  fees  and
disbursements  of Chapman  and Cutler,  your  special  counsel,  relating to the
preparation,  execution and delivery of this First  Amendment,  shall be paid by
the Company.



                                       3
<PAGE>

     Section 4.5.  Reference to Note Agreement.  Any and all notices,  requests,
certificates  and any other  instruments,  including the Notes, may refer to the
Note  Agreement or the Note Agreement  dated as of June 1, 1998,  without making
specific  reference to this First  Amendment,  but all such references  shall be
deemed to include this First Amendment.

     The execution  hereof by you shall  constitute an agreement  between us for
the uses and purposes  hereinabove  set forth,  and this First  Amendment may be
executed in any number of counterparts,  each executed counterpart  constituting
an original but all together only one agreement.

                                   THE CHILLICOTHE TELEPHONE COMPANY


                                   By   /s/ Thomas McKell
                                        ----------------------------------------
                                        Its President

Accepted:

                                   AMERICAN UNITED LIFE INSURANCE
                                        COMPANY


                                   By   /a/ Christopher D. Pahlke
                                        ----------------------------------------
                                        Its Vice President of Private Placements


                                   THE STATE LIFE INSURANCE COMPANY


                                   By   /s/ Christopher D. Pahlke
                                        ----------------------------------------
                                        Its Vice President of Private Placements
                                         for American United Life Insurance
                                         Company as agent for The State Life
                                         Insurance Company






                                       4
<PAGE>



NAME OF NOTEHOLDER                                PRINCIPAL AMOUNT OF NOTES HELD

American United Life                                         $11,000,000
Insurance Company

The State Life Insurance Company                              $1,000,000










                                   SCHEDULE I
                              (to First Amendment)
<PAGE>



                         REPRESENTATIONS AND WARRANTIES


     The Company represents and warrants to you as follows:

     1. Corporate Organization and Authority. The Company

          (a) is a  corporation  duly  organized,  validly  existing and in good
standing under the laws of its jurisdiction of incorporation;

          (b) as all requisite  power and  authority and all necessary  licenses
and permits to own and operate its  properties  and to carry on its  business as
now conducted and as presently proposed to be conducted; and

          (c) is duly licensed or qualified and is in good standing as a foreign
corporation in each jurisdiction  wherein the nature of the business  transacted
by it or the nature of the property  owned or leased by it makes such  licensing
or qualification necessary.

     2. First  Amendment  is Legal and  Authorized.  (a) The  compliance  by the
Company  with all of the  provisions  of the Note  Agreement,  as amended by the
First Amendment -

               (i) is within the corporate powers of the Company; and

               (ii) will not violate any  provisions  of any law or any order of
          any court or  governmental  authority  or agency and will not conflict
          with or  result  in any  breach  of any of the  terms,  conditions  or
          provisions   of,  or  constitute  a  default  under  the  Articles  of
          Incorporation  or By-laws of the  Company  or any  indenture  or other
          agreement or instrument to which the Company is a party or by which it
          may be bound or result in the imposition of any Liens or  encumbrances
          on any property of the Company.

     (b) The  execution  and  delivery  of the  First  Amendment  has been  duly
authorized by proper  corporate  action on the part of the Company (no action by
the  stockholders  of the Company  being  required  by law,  by the  Articles of
Incorporation  or By-laws of the Company or otherwise);  and the First Amendment
has been  executed  and  delivered  by the  Company and the Note  Agreement,  as
amended  by the First  Amendment,  constitutes  the  legal,  valid  and  binding
agreement of the Company enforceable in accordance with its terms.

     3. No  Defaults.  No  Default  or  Event of  Default  has  occurred  and is
continuing.

     4. Governmental  Consent. No approval,  consent or withholding of objection
on the part of, or filing,  registration or qualification  with any governmental
body,  Federal or state,  is  necessary in  connection  with the  execution  and
delivery of the First Amendment.

     5. Existing Restricted  Investments.  Schedule I hereto correctly describes
the  Restricted  Investments of the Company made prior to, and  outstanding  on,
July 1, 1998.

                                     ANNEX A
                              (to First Amendment)
<PAGE>

                             RESTRICTED INVESTMENTS
                 MADE PRIOR TO, AND OUTSTANDING ON, JULY 1, 1998


Independent Telecommunications Network             $250,000 equity Investment

ComNet, Inc.                                       $18,500 equity Investment

Guarantee of Chillicothe Long Distance Debt        $55,000 Contingent obligation
to MCI, Inc.

Intercompany Advances from the Company To          $831,733
Horizon PCS, Inc. (formerly Horizon Infotech)      Intercompany Receivable

Intercompany Advances from the Company To          $168,244
United Communications, Inc.                        Intercompany Receivable
                                                   _______________________

                                       Total       $1,323,477
                                                   ==========




                                   SCHEDULE I
                         (to Annex A to First Amendment)



1352438