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                                                                  EXHIBIT 99.1.1


                                    DELAWARE                   PAGE 1
                                 The First State


     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "CINGULAR WIRELESS CORPORATION", FILED IN THIS OFFICE ON THE
TWENTY-SECOND DAY OF JULY, A.D. 2004, AT 11:57 O'CLOCK A.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.











3202758 8100                           /s/ HARRIET SMITH WINDSOR
                        [SEAL]         -----------------------------------------
040536758                              AUTHENTICATION: 3252358
                                       Harriet Smith Windsor, Secretary of State


                                                        DATE: 07-23-04











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                                                         State of Delaware
                                                        Secretary of State
                                                     Division of Corporations
                                                   Delivered 01:08 PM 07/22/2004
                                                     FILED 11:57 AM 07/22/2004
                                                   SRV 040536758 - 3202758 FILE


                            CERTIFICATE OF AMENDMENT
                                       OF
                     RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                         CINGULAR WIRELESS CORPORATION

                                   * * * * *

     Cingular Wireless Corporation (hereinafter called the "Corporation"), a
corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware, does hereby certify:

     1. The name of the corporation is Cingular Wireless Corporation

     2. The Restated Certificate of Incorporation of the Corporation is hereby
amended by striking out Article Fifth clause (j) thereof and by substituting in
lieu of said Article Fifth clause (j) the following new Article Fifth clause
(j):

          (j) Appointment and Powers of Strategic Review Committee.
     (i) The Board shall establish a six (6) member Strategic Review Committee
     (the "Strategic Review Committee") consisting of three (3) Class B
     Directors selected by SBC and three (3) Class B Directors selected by
     BellSouth, subject to increase as provided in next sentence and to
     reduction as provided in Article FIFTH, clause (j)(ii) below. Following the
     time shares of Class A Common Stock become outstanding and the election or
     appointment of Class A Directors, The Board shall appoint a Class A
     Director to serve as a member of the Strategic Review Committee and the
     Strategic Review Committee shall thereafter have seven (7) members. The
     purpose of the Strategic Review Committee shall be to evaluate and decide
     any matters set forth on Schedule FIFTH, clause (j) attached to this
     Certificate ("Strategic Decisions"). Strategic Decisions shall be made by
     the affirmative vote of at least two-thirds of the full number of members
     of the Strategic Review Committee. The Strategic Review Committee shall
     have the full authority of the Board, except as is expressly prohibited by
     the DGCL. Unless expressly prohibited by the DGCL, the decision of the
     Strategic Review Committee on any Strategic Decision shall be final and
     binding on the Corporation. In addition, no matter which is a Strategic
     Decision, whether or not approval of the full Board is required by the
     DGCL, shall be validly approved by the Board or any committee of the Board
     unless previously approved by the Strategic Review Committee, and any such
     action shall not be effective unless and until such action has been
     approved by the Strategic Review Committee in accordance with this Article
     FIFTH, clause (j)(i) of this Certificate. Decisions of the Strategic Review
     Committee shall be made only at a meeting at which a quorum is present. For
     a quorum of the Strategic Review Committee to be present, at least two
     Class B directors nominated by each of SBC, and BellSouth, must be in
     attendance. After SBC or BellSouth Beneficially Owns (A) less than 10% of
     the sum of (x) the total issued and outstanding shares of Common Stock,
     excluding treasury shares and (y) the total outstanding LLC Units,
     excluding any LLC Units Beneficially Owned by the Corporation (the sum of
     (x) and (y) being the "Total Outstanding Shares"), or (B)



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     no Class B Common Stock ((A) or (B) being the "Class B Triggering Event"
     and the Stockholder that ceases to Beneficially Own 10% of the Total
     Outstanding Shares or any Class B Common Stock being the "Departing Class
     B Stockholder"), three directors appointed by the stockholder that is not
     the Departing Class B Stockholder shall constitute a quorum on the
     Strategic Review Committee. Any amendment repeal, whether directly or
     indirectly through any merger, consolidation, or exchange or similar
     transaction, to this clause (j)(i) shall be subject to the affirmative vote
     of the holders of all of the outstanding shares of Class B Common Stock,
     voting separately as a Class and no other stockholders shall be entitled to
     participate in such vote, except that an amendment to reduce the number of
     Class A Directors to serve on the Strategic Review Committee shall require
     the affirmative vote of at least a majority of the issued and outstanding
     shares of Class A Common Stock, voting separately as a class.

     (ii) At any time that a Class B Triggering Event shall have occurred, then
     the number of Class B Directors appointed by the Departing Class B
     Stockholder on (the Strategic Review Committee shall be reduced to zero (0)
     (and the resulting size of the Strategic Review Committee shall be reduced
     by three (3) and no vacancy shall be created) and the term of the Class B
     Directors selected by such holder of Class B Common Stock shall terminate
     ten (10) days after the occurrence of the Class B Triggering Event.

     (iii) At any time that a Class B Triggering Event shall have occurred with
     respect to both SBC and BellSouth, the Strategic Review Committee shall be
     dissolved as of such time, and this Article FIFTH, clause (j) shall cease
     to have any effect.

     (iv) Vacancies on the Strategic Review Committee with respect to the Class
     B Directors that are members of the Strategic Review Committee shall be
     filled by the affirmative vote of the holders of all of the outstanding
     shares of Class B Common Stock.

     3. The amendment of the Restated Certificate of Incorporation herein
certified has been duly adopted in accordance with the provisions of Sections
228 and 242 of the General Corporation Law of the State of Delaware.


     Executed on this 22nd day of July, 2004.

                                    /s/ CAROL L. TACKER
                                   ---------------------------------------------
                                   Carol L. Tacker
                                   Vice President, Assistant General Counsel and
                                   Corporate Secretary