Exhibit 2.1


                                    CDMA AMENDMENT
                    TO CELLULAR SYSTEM PURCHASE AGREEMENT BETWEEN
                           MOTOROLA, INC. AND TRICOM, S.A.

          This Code Division Multiple Access Amendment ("CDMA Amendment")
          to the Cellular System Purchase Agreement and to the Installation
          and Optimization Services Agreement, both signed on June 7, 1994
          is entered into between Motorola, Inc., a Delaware corporation,
          by and through its Cellular Infrastructure Group with offices at
          1701 Golf Road, Rolling Meadows, Illinois 60008 U.S.A.
          ("Motorola") and Tricom, S.A., formerly known as Telepuerto San
          Isidro, S.A., a company in Dominican Republic with offices at
          Number 95, Lope de Vega Avenue, Santo Domingo, National District,
          Dominican Republic ("Tricom"), on this thirteenth (13th) day of
          August, 1998.  Motorola and Tricom may be referred to herein as a
          "Party" or collectively as the "Parties."

          A.   WHEREAS, on June 7, 1994, Motorola and Tricom entered into a
               Cellular System Purchase Agreement ("Purchase Agreement")
               for the supply of equipment and Software for an analog
               cellular system in the Dominican Republic (the "Area"); and

          B.   WHEREAS, on June 7, 1994, Motorola and Tricom entered into
               an Installation and Optimization Services Agreement ("I&O
               Agreement") for the services rendered in association with
               the analog cellular system; and

          C.   WHEREAS, Tricom has obtained or will obtain a license to
               operate a cellular radiotelephone system utilizing IS-95
               code division multiple access technology in the Area; and

          D.   WHEREAS, Motorola has the hardware and Software products for
               a CDMA cellular system designed to operate in the 1900 MHz
               band; and

          E.   WHEREAS, Motorola desires to sell and license, and Tricom
               desires to purchase and license a CDMA Cellular System (as
               defined below) for the Area as set forth in this CDMA
               Amendment, the Purchase Agreement, and the I&O Agreement.

          NOW THEREFORE, in consideration of the mutual obligations
          contained herein, the Parties hereby agree to amend the Purchase
          Agreement as set forth below.

          1.   SCOPE OF CDMA AMENDMENT
               -----------------------

               This CDMA Amendment establishes the terms pursuant to which
               Motorola shall sell and license to Tricom, and Tricom shall
               purchase and license from Motorola the Initial CDMA Cellular
               System, the CDMA Expansion Products, Software, and Services
               as defined herein and within Attachment "A."


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          2.   DEFINITIONS
               -----------

               The following definitions shall be added to Section 1 of the
               Purchase Agreement.

               Code Division Multiple Access ("CDMA") Cellular System
               ------------------------------------------------------

               "CDMA Cellular System" shall mean the EMX switching
               equipment, base site controller, base station RF equipment,
               the Software licensed and other products furnished by
               Motorola pursuant to this CDMA Amendment for 150,000 lines
               as set forth in the Attachment "A" and the subsequent
               amendments to the Attachment "A."

               Conditional Acceptance and Final Acceptance
               -------------------------------------------

               "Conditional Acceptance" shall occur when the Parties
               complete the Acceptance Test Plans ("ATP").  In the event
               that Tricom places Phase 1 of the Initial CDMA Cellular
               System into Commercial Service before the Parties complete
               the ATPs, Motorola agrees to nevertheless complete said ATPs
               with Tricom.  "Final Acceptance" shall occur and be evidence
               when Tricom signs the Acceptance Completion Certificate at
               that point in time when all Punchlist items have been
               resolved.

               With respect to the CDMA Expansion Product and Services, and
               considering that Tricom has entered into an IOS Agreement,
               Conditional and Final Acceptance shall occur in the same
               manner as provided above with respect to the Initial CDMA
               Cellular System.

               Initial CDMA Cellular System
               ----------------------------

               "Initial CDMA Cellular System" shall mean the equipment set
               forth in Attachment "A" for the first 36,335 lines of the
               CDMA Cellular System.

                    "Phase 1 of the Initial CDMA Cellular System" shall
                    mean one (1) EMX 5000, one (1) CBSC, and the associated
                    equipment for eighteen (18) cell sites.

                    "Phase 2 of the Initial CDMA Cellular System" shall
                    mean the additional equipment for the first 36,335
                    lines as specified in Attachment "A."

               CDMA Expansion Product
               ----------------------

               "CDMA Expansion Product" shall mean all FNE, Software and
               other products purchased to add to or expand the Initial
               CDMA Cellular System as summarized in the Attachment "A" or
               subsequent amendments to the Attachment "A" as may be
               mutually agreed and signed by both Parties hereto.

               All other definitions in the Purchase Agreement and the I&O
               Agreement shall remain in effect.

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          3.   PAYMENT TERMS AND PRICING
               -------------------------

               3.1. General Payment Terms
                    ---------------------

                    Motorola agrees to delete the requirement of a letter
                    of credit as specified in Section 5.1.1 of the Purchase
                    Agreement.  Motorola agrees to allow Tricom to use an
                    open account.  Motorola reserves the right to revoke
                    the privilege of an open account in the event that
                    Tricom is not in good standing.  The Parties agree to
                    work together to determine such good standing status.

                    In addition, due to the volume purchase of this CDMA
                    Cellular System, Motorola agrees to extend the payment
                    term in Section 5.1.2 of the Purchase Agreement to
                    seventy-five (75) days from the invoice date.

                    In the event that Tricom has not made a payment after
                    said seventy-five (75) days, Motorola agrees to advise
                    Tricom in writing within ten (10) days of such
                    nonpayment.  Motorola further agrees to reduce the
                    service fee to the rate of one percent (1%) for any
                    amounts due which remains unpaid as specified in
                    Section 5.1.5 of the Purchase Agreement.

               3.2. Invoicing Terms
                    ---------------

                    For Phase 1 and Phase 2 of the Initial CDMA Cellular
                    System and the CDMA Expansion Product, the following
                    invoicing terms shall apply:

                    (a)  Upon the shipment date, Motorola shall invoice
                         Tricom seventy percent (70%) of value of that
                         shipment for Phase 1 or Phase 2 of the Initial
                         CDMA Cellular System or CDMA Expansion Product.

                    (b)  Upon Conditional Acceptance, Motorola shall
                         invoice Tricom the remaining thirty percent (30%)
                         of the value of Phase 1 or Phase 2 of the Initial
                         CDMA Cellular System or CDMA Expansion Product.

                    For the application of Section 14  Force Majeure of the
                    Purchase Agreement, performance shall mean payment.

               3.3. Pricing
                    -------

                    The equipment and pricing for the 150,000 lines of the
                    CDMA Cellular System is set forth in the Attachment "A"
                    Summary Page.  By signing this CDMA Amendment, Tricom
                    commits to purchase and license the equipment and
                    Software for said 150,000 lines of the CDMA Cellular
                    System at the price set forth in the Attachment "A."

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                    In addition, Attachment "A" details the equipment and
                    pricing for the Initial CDMA Cellular System.  Tricom
                    agrees to issue a purchase order for said Initial CDMA
                    Cellular System concurrent with the execution of this
                    CDMA Amendment.

               3.4. Pricing for Additional Equipment
                    --------------------------------

                    In the event that Tricom desires to purchase additional
                    equipment for the CDMA Cellular System, Motorola agrees
                    to provide Tricom with an additional twenty-five
                    percent (25%) discount on the RF equipment in addition
                    to the current discount level for the analog RF
                    equipment which Motorola gives to Tricom's partner,
                    Motorola Network Management Group.

               3.5. Future Prices
                    -------------

                    For a period of five (5) years after the Parties sign
                    this CDMA Amendment, Motorola agrees to extend to
                    Tricom the same prices as specified in Attachment A for
                    Tricom's volume purchases of additional equipment in
                    increments of a minimum of fifty thousand (50,000)
                    lines, based on the same design criteria as the CDMA
                    Cellular System.

          4.   TECHNICAL SPECIFICATIONS AND PROJECT REQUIREMENTS

               4.1. The Parties agree to add the CDMA technical
                    specifications attached hereto and incorporated herein
                    as Attachment B1.

               4.2. Motorola agrees to comply with tile following
                    requirements in addition to adhering to the technical
                    specifications in Attachment B1:

                    4.2.1     Motorola acknowledges that Tricom may use the
                              services of an independent third party to
                              assist Tricom with the CDMA Cellular System
                              including such responsibilities as review and
                              analyze the system design for the Initial
                              CDMA Cellular System and the CDMA Expansion
                              Product.

                    4.2.2     Motorola warrants the system design,
                              coverage, capacity and call quality of the
                              CDMA Cellular System.  This Motorola warranty
                              is based on the CDMA Cellular System capacity
                              verification Utilizing Motorola's propagation
                              tool in conjunction with another independent
                              tool to audit the capacity of the Initial
                              CDMA Cellular System and the CDMA Expansion
                              Product and mutually agreed metric drive
                              tests on the cell site cloisters which
                              Motorola agrees to perform prior to
                              Conditional Acceptance of that cluster.  In
                              the event that the Parties determine that the
                              mutually agreed criteria have not been met,
                              Motorola will first attempt to meet such
                              criteria through reviewing the installation
                              and optimization of the CDMA Cellular System.

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                              If, after Motorola reviews the installation
                              and optimization of the CDMA Cellular System,
                              the Parties determine that the criteria are
                              still not met, then Motorola agrees to
                              engineer a solution to meet the criteria and
                              provide Motorola-manufactured Fixed Network
                              Equipment, at its own expense, for that
                              solution.

                    4.2.3     System Reliability Outage Credits.  
                              ---------------------------------
                              Motorola agrees to provide Tricomwith an
                              equipment purchase credit of (i) US
                              $40,000.00 (forty thousand US dollars) for
                              any unplanned system outage for a duration of
                              more than sixty (60) minutes and (11) $500.00
                              (five hundred US dollars) for each additional
                              minute after said sixty (60) minutes.  Such
                              outage must (i) render the entire CDMA
                              Cellular System inoperative or make the
                              completion of all outgoing or ingoing calls
                              impossible and (ii) be due solely to the
                              fault of Motorola-supplied equipment or
                              Motorola personnel.  The total amount of
                              Motorola's credits shall not exceed US
                              $1,000,000.00 (one million US dollars).  At
                              the time when Tricom issues the next valid
                              purchase order for CDMA Expansion Product,
                              Motorola shall apply these credits, at its
                              option, to either future purchases of
                              Motorola equipment or Tricom's open
                              receivables.

                    4.2.3     Motorola agrees to provide Tricom with the
                              following: (i) an Implementation Development
                              Plan ("IDP") which shall include a list of
                              the personnel assigned to this project, the
                              services which Motorola shall provide,
                              specific locations for the Sites, demarcation
                              of each Party's respective responsibilities,
                              etc., (ii) a progress report on a monthly
                              basis indicating the status of the project,
                              (iii) a list of recommended spare parts which
                              Tricom may purchase at its option; such list
                              is set forth in Attachment A1.  The
                              information regarding expanding the major
                              system components (i.e., EMX 5000, CBSCS, and
                              the BTS 4852) is set forth in the Attachment
                              B1   Technical Specifications.

          5.   ACCEPTANCE TEST PLAN

               The Parties agree to add the Acceptance Test Plans for the
               CDMA Cellular System as Attachment "C," and the critical
               path schedule which shall set forth the parties respective
               responsibilities as Attachment "I" to this CDMA Amendment.

          6.   SCHEDULE, DELIVERY, AND TERMINATION

               The Parties agree to add a schedule for the Initial CDMA
               Cellular System as Attachment "I" to this CDMA Amendment. 
               This schedule shall set forth the Parties respective
               responsibilities related to the Initial CDMA Cellular
               System.

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               6.1. Delivery.  Motorola agrees to ship, install, and 
                    --------
                    prepare through hardware optimization Phase 1 for
                    Conditional Acceptance in fourteen (14) weeks from the
                    date that Motorola receives a valid purchase order from
                    Tricom, excluding each day from the time that Tricom's
                            ---------
                    freight forwarder, Trans Mar, signs for each of
                    Motorola's shipments until the time after Tricom
                    notifies Motorola, and Motorola verifies and signs that
                    each such shipment is at the respective Site.

                    Motorola further agrees to ship, install, and prepare
                    Phase 2 of the Initial CDMA Cellular System for
                    Conditional Acceptance within twelve (12) months from
                    the date that Motorola receives a valid purchase order
                    from Tricom for said Phase 2.

                    Tricom agrees to have each Site ready for installation
                    according to the mutually agreed matrix for each Site. 
                    Tricom's sales and marketing plans are established
                    based on the schedule for the Initial CDMA Cellular
                    System.  Therefore, time is of the essence with this
                    CDMA Amendment.  Motorola agrees to promptly notify
                    Tricom, in writing, of any delays and/or any actual or
                    potential labor dispute which delay or threatens to
                    delay, the timely performance of this CDMA Amendment.

               6.2. Delays.  If Motorola fails to have Phase I of the 
                    ------
                    Initial CDMA Cellular System ready for Conditional
                    Acceptance within the fourteen (14) weeks with the
                    exclusion specified in 6.1 above, and such failure is
                    solely attributable to Motorola, Motorola agrees to pay
                    liquidated damages in the amount of US $50,000.00
                    (fifty thousand US dollars), for each day of delay,

                    Furthermore, if Motorola fails to have Phase 2 of the
                    Initial CDMA Cellular System ready for Conditional
                    Acceptance within the twelve (12) months specified in
                    6.1 above, and such failure is solely attributable to
                    Motorola, Motorola agrees to pay liquidated damages in
                    the amount of US$50,000.00 (fifty thousand US dollars),
                    for each day of delay.

                    The Parties agree that the maximum amount of liquidated
                    damages which Motorola could pay to Tricom for delays
                    of either Phase 1 and Phase 2 is a total for both
                    Phases of US $1,000,000.00 (one million US dollars).

                    Motorola shall apply, at its option, any monies owed to
                    Tricom for liquidated damages to either (i) future
                    purchases of Motorola equipment or (i) Tricom's open
                    receivables, said credits shall apply to the next valid
                    purchase order which Tricom issues for CDMA Expansion
                    Product.

                    The Parties agree that Motorola will not pay any
                    liquidated damages until after the six (6) weeks period
                    as specified in Section 6.4 below.  The Parties further
                    agree that in the event that Tricom opts to terminate


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                    this CDMA Amendment and return the Motorola-supplied
                    equipment of Phase 1 as also specified in Section 6.4,
                    then Motorola shall not pay Tricom any such liquidated
                    damages.

               6.3. Incentives.  If the Parties complete the ATPs for Phase
                    ----------
                    1 of the Initial CDMA Cellular System prior to the
                    fourteen (14) weeks as specified in Section 6.1 above,
                    Tricom agrees to pay Motorola an amount of US$50,000.00
                    (fifty thousand US dollars) as an incentive to
                    Motorola, for each day that Motorola is early.

                    Furthermore, if the Parties complete the ATPs for Phase
                    2 of the Initial CDMA Cellular System prior to the
                    twelve (12) month period as specified above, Tricom
                    agrees to pay Motorola an amount of US$50,000.00 (fifty
                    thousands US dollars) as an incentive to Motorola, for
                    each day that Motorola is early.

                    The Parties agree that the maximum amount of money
                    which Tricom could pay to Motorola for incentives for
                    either Phase 1 and Phase 2 is a total for both Phases
                    of US $1,000,000.00 (one million US dollars).

                    Tricom agrees to pay such incentives to Motorola at the
                    time when Tricom issues the next valid purchase order
                    to Motorola for CDMA Expansion Product.

               6.4. Termination.  If Motorola does not pass the System 
                    -----------
                    Level ATPs for the Initial CDMA Cellular System, the
                    Parties agree to work together to resolve the
                    outstanding issues of those System Level ATPs which
                    were not successful.  if the Parties cannot resolve the
                    outstanding issues within six (6) weeks from the
                    completion of the first System Level ATP, and those
                    unresolved issues were due solely to Motorola, then
                    Tricom, at its option, may immediately terminate this
                    CDMA Amendment and return the Motorola-supplied
                    equipment of the Initial CDMA Cellular System.  In
                    addition, Motorola agrees to return to Tricom the money
                    which Tricom paid to Motorola for said Motorola-
                    supplied equipment.

          7.   OPERATION AND MAINTENANCE

               Motorola agrees to perform operation and maintenance
               services for a period of three (3) months from Conditional
               Acceptance as defined above.  Motorola agrees to install,
               commission, optimize and monitor (i) the CBSC which includes
               the A+ / SS7 signaling links between the CBSC and BTSs and
               (ii) the EMX 5000 CDMA switch which includes the DMX links
               between the CDMA System and Tricom's analog network and the
               R1 and SS7 signaling links interconnecting the CDMA System
               and the PSTN.

               All other network links and interconnects and / or network
               elements of Tricom are not included in the operation and
               maintenance services.

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               Tricom may, at its option, purchase operation and
               maintenance services after the three (3) month period
               specified in the paragraph above, and Motorola agrees to
               provide a quote for such additional services, upon Tricom's
               written request.

          8.   FNE WARRANTY

               Motorola agrees to warranty the FNE for the CDMA Cellular
               System in accordance with the terms of Section 6 Warranties
               of the Purchase Agreement.

          9.   SOFTWARE

               Motorola agrees to license the Software for the CDMA System
               in accordance with the term of Exhibit F Software License to
               the Purchase Agreement.

          10.  YEAR 2000 WARRANTY

               Motorola warrants that the CDMA Cellular System which
               Motorola ships to Tricom pursuant to this CDMA Amendment
               shall be able to accurately process date data from, into and
               between the year 1999 and the year 2000, including leap year
               calculations, as necessary for the primary communication
               purpose(s) for which the specific CDMA Cellular System is
               designed when Tricom uses the CDMA Cellular System in
               accordance with Motorola's documentation, provided that all
               other products used in combination with the CDMA Cellular
               System properly exchange date data with the CDMA Cellular
               System.  This warranty shall extend through May 1, 2000. 
               Shipments prior to January 1, 1999 may require upgrades to
               be year 2000 ready.  Motorola shall make hardware
               modifications (including upgrades) available, at no
               additional charge, for those modifications which are
               required solely to accommodate Year 2000 ready software
               modifications (including upgrades).  All other hardware
               modifications to accommodate software modifications
               (including upgrades) shall be made available at all
               additional charge.

               IN THE EVENT OF A BREACH OF THIS YEAR 2000 WARRANTY,
               TRICOM'S SOLE AND EXCLUSIVE REMEDY SHALL BE TO REPAIR AND /
               OR REPLACE.

          11.  ARBITRATION

               Any dispute arising out of or in connection with this CDMA
               Amendment shall be submitted for arbitration in Miami,
               Florida U.S.A. to be conducted by the American Arbitration
               Association in accordance with its substantive and
               procedural rules, with the exception of intellectual
               property rights which shall be submitted to a court of law
               in the State of Illinois.  All such proceedings shall be
               conducted in English and a daily transcript in shall be
               prepared in English.  In the event that a dispute arises
               between Tricom and Motorola, three arbitrators shall be
               selected as follows.  One shall be selected by Tricom arid
               the other one by Motorola, and the third arbitrator shall be

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               selected by the other two arbitrators, which third
               arbitrator shall concurrently serve as Chairman of the
               arbitration panel; provided, that if either Tricom or
               Motorola does not select an arbitrator, then the arbitrator
               selected by the other Party may select the remaining two
               arbitrators.  All of the arbitrators shall be fluent in both
               the English and Spanish languages.  The English language
               text of this CDMA Amendment shall be used in any arbitration
               proceedings commenced pursuant to this Section.  Arbitration
               awards shall be final and binding upon the parties hereto. 
               The costs of arbitration shall be reasonably determined by
               the arbitration panel.  Any award of the arbitrators shall
               be enforceable by any court having jurisdiction over the
               Party or Parties against which the award has been rendered,
               or wherever assets of the Party or Parties against which the
               award has been rendered call be located.

          12.  AUTHORITY

               Each party represents and warrants that (i) it has obtained
               all necessary approvals consents and authorization to enter
               into this CDMA Amendment and to perform and carry out its
               obligations, (ii) the persons executing this CDMA Amendment
               have express authority to do so, and in so executing this
               CDMA Amendment, bind the party, and (iii) this CDMA
               Amendment is a valid and binding obligation of such party,
               enforceable in accordance with its terms.

          13.  RATIFICATION AND INTEGRATION

               Except as specifically stated in this CDMA Amendment,
               nothing contained herein shall in any way alter, waive,
               annul, vary or affect any terms, condition or provision of
               the Purchase Agreement or the I&O Agreement.  It is the
               intent of the Parties that all of the terms, conditions and
               provisions of the Purchase Agreement and the I&O Agreement
               shall be in all other respects ratified, confirmed and
               continue in full force and effect.  This CDMA Amendment and
               the Attachments constitute the entire agreement,
               representation, whether oral or written.  No modification,
               amendment or other change may be made to this CDMA Amendment
               unless reduce to writing and executed by authorized
               representatives of both Parties.

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          IN WITNESS WHEREOF, the Parties hereto have caused this CDMA
          Amendment to be duly executed by their duly authorized officers
          as of the day and year first above written.


          MOTOROLA, INC.                     TRICOM
          CELLULAR INFRASTRUCTURE 
            GROUP

          BY:  /s/ Daniel C. Przybylski      BY:   /s/ Marcos J. Troncoso   
             --------------------------            ------------------------

          NAME:  Daniel C. Przybylski        NAME:  Marcos J. Troncoso M.


          TITLE:  Corporate Vice President   TITLE:  Executive Vice-
                  and Regional Director of           President and
                  Operations Caribbean and           Directors of
                  Latin America                      Secretary of the
                                                     Board of Tricom, S.A.