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                                                                  EXHIBIT 10.42


                           REVISED FIFTH AMENDMENT TO
                   THE SUBSCRIPTION AND PUT AND CALL AGREEMENT
                    WITH RESPECT TO SHARES OF COMMON STOCK OF
                   WESTERN WIRELESS INTERNATIONAL CORPORATION


        This Revised Fifth Amendment to the Subscription and Put and Call
Agreement with respect to Shares of Common Stock of Western Wireless
International Corporation, as amended (the "Horwitz Agreement"), is made as of
the 12th day of April, 2001, by and between Bradley J. Horwitz ("Horwitz"),
Western Wireless International Corporation ("WWIC"), Western Wireless
Corporation ("WWC"), and WWC Holding Co., Inc. ("Holding Co.") (WWC and Holding
Co. are collectively referred to as "Western," and together with Horwitz and
WWIC, collectively, the "Parties"), and shall supercede the Fifth Amendment to
the Subscription and Put and Call Agreement with respect to Shares of Common
Stock of Western Wireless International Corporation, as amended previously
executed by the parties hereto on March 31, 2001 which shall hereafter be deemed
rescinded.

                                   WITNESSETH:

        WHEREAS, Horwitz and Holding Co. have entered into an agreement whereby
Holding Co. purchased from Horwitz 138 shares of WWIC Common Stock;

        WHEREAS, Horwitz and Western have each determined that it is in their
best interests to amend the Horwitz Agreement to provide that during the periods
from January 1, 2003 through January 31, 2003 and January 1, 2004 through
January 31, 2004, Horwitz shall have the right, but not the obligation, to
require Holding Co. to exchange all of his remaining shares of WWIC for that
number of shares of WWC equal to the Call Consideration (as defined in the
Horwitz Agreement);

        NOW, THEREFORE, in consideration of the promises and mutual covenants
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties agree that Paragraph 8
of the Horwitz Agreement is amended to read as follows:

                During  each  of the  periods  from  January  1,  2003
                through  January 31, 2003 and January 1, 2004  through
                January 31, 2004,  Horwitz  shall have the right,  but
                not the obligation, to require Holding Co. to exchange
                all,  but not less than all,  of the  Shares  for that
                number of shares of WWC Common Stock equal to the Call
                Consideration.

        Except as amended herein, the terms of the Horwitz Agreement shall
remain unchanged and in full force and effect.

        IN WITNESS WHEREOF, this amendment has been duly executed on the day and
year first written above.



WESTERN WIRELESS INTERNATIONAL CORPORATION      WESTERN WIRELESS CORPORATION

By: /s/ John W. Stanton                         By: /s/ John W. Stanton
    -------------------------------                 ---------------------------
        John W. Stanton                                 John W. Stanton
        Chairman and                                    Chairman and
        Chief Executive Officer                         Chief Executive Officer

BRADLEY J. HORWITZ                              WWC HOLDING CO., INC.

/s/ Bradley J. Horwitz                          By:  /s/ John W. Stanton
-----------------------------------                ----------------------------
                                                         John W. Stanton
                                                         Chairman and Chief
                                                         Executive Officer