Exhibit 10.19.1

                                 FIRST AMENDMENT
                                       TO
                           NETWORK SERVICES AGREEMENT


     THIS FIRST  AMENDMENT is entered into as of the 18th day of July,  2000, by
and between WEST  VIRGINIA PCS  ALLIANCE,  L.C.,  a Virginia  limited  liability
company  (hereinafter  "WV Alliance"),  VIRGIANA PCS ALLIANCE,  L.C., a Virginia
limited  liability  company  (hereinafter  "VA  Alliance")  and HORIZON  PESONAL
COMMUNICATIONS, INC., an Ohio corporation (hereinafter "Horizon").

                                   WITNESSETH

     WHEREAS,  WV Alliance,  VA Alliance  and Horizon  entered into that certain
Network Services Agreement dated as August 12, 1999 ("Services Agreement"); and

     WHEREAS, WV Alliance,  VA Alliance and Horizon desire to amend the Services
Agreement in the manner described herein.

     NOW  THEREFORE,  in  consideration  of the foregoing and for other good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
recognized, the parties hereby agree as follows:

1.   Section  17.2 of the  Services  Agreement  is hereby  amended by adding the
     following sentence to the end of Section 17.2:

     Also, if the Alliances sell all or substantially all of their assets in one
     or more Markets,  the Alliances  shall require the purchaser of such assets
     to assume the  obligations  of the Alliances  under this  Agreement in such
     Market(s),  and the assumption of such obligations  shall be a condition to
     closing such asset acquisition.

2.   All  capitalized  terms not  defined  herein  shall  have the same  meaning
     ascribed to those terms in the Services Agreement.

3.   Except  as  modified  herein,  the  terms and  conditions  of the  Services
     Agreement shall remain unmodified and in full force and effect.



                        [Signatures follow on next page]



<PAGE>

     IN WITNESS  WHEREOF,  the  parties  have set their  hands and seals to this
First Amendment on the day and year first above written.


                               WEST VIRGINIA PCS ALLIANCE, L.C.


                               By:      /s/ J.S. Quarforth
                                   ---------------------------------------------
                               Name:    J.S. Quarforth
                                   ---------------------------------------------
                               Title: Chairman


                               VIRGINIA PCS ALLIANCE, L.C.


                               By:      /s/ J.S. Quarforth
                                   ---------------------------------------------
                               Name:    J.S. Quarforth
                                   ---------------------------------------------
                               Title: Chairman


                               HORIZON PERSONAL COMMUNICATIONS, INC.


                               By:      /s/ William A. McKell
                                   ---------------------------------------------
                               Name:    William A. McKell
                                   ---------------------------------------------
                               Title:   President
                                   ---------------------------------------------


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