Exhibit 3.3

                       First Amendment to
                Agreement of Limited Partnership


     This First Amendment (the "Amendment") to that certain Agreement of Limited
Partnership of Sprint Spectrum L.P. (formerly known as MajorCo Sub, L.P.), dated
as of March 28, 1995 (the "Agreement") between Sprint Spectrum Holding Company,
L.P. (formerly known as MajorCo, L.P.) and MinorCo, L.P. is effective as of
February 29, 2000.  Capitalized terms used herein and not otherwise defined have
the meaning given them in the Agreement.

     1. Modification to Section 1.3. Section 1.3 of the Partnership Agreement is
deleted in its entirety and replaced with the following language:

     1.3  Purpose.

          (a) Subject to, and upon the terms and  conditions of this  Agreement,
     the purposes of the Partnership are to (i) engage in the Wireless Business,
     either  directly  or  through  one or  more  Subsidiaries,  and to  perform
     activities in furtherance of such Wireless Business as may be approved from
     time to time by the General Partner;  (ii) engage in any other business and
     perform any other services as may be approved by the General  Partner;  and
     (iii)  engage in any other  business  and  perform  any other  services  as
     contemplated  or  required  by actions or  business  plans  approved by the
     General Partner.

          (b) The Partnership  shall have all powers now or hereafter  conferred
     by the laws of the State of Delaware on limited  partnership  formed  under
     the Act and,  subject to the limitations of this Agreement,  may do any and
     all lawful acts or things that are  necessary,  appropriate,  incidental or
     convenient for the  furtherance and  accomplishment  of the purposes of the
     Partnership.  Without limiting the generality of the foregoing, and subject
     to the terms of this Agreement, the Partnership may enter into, deliver and
     perform all contracts,  agreements and other undertakings and engage in all
     activities and transactions as may be necessary or appropriate to carry out
     its purposes and conduct it business.

     2.  Modifications  to  Section  1.10.  The  definitions  for  "NonExclusive
Services" and "Wireless Exclusive  Services" are deleted in their entirety,  and
the following definition for "Wireless Business" is added:

          "Wireless  Business"  means (i) the  business  of  providing  wireless
     services  including  wireless  personal  communication  services  and  (ii)
     engaging in activities  that support,  facilitate or relate to the business
     described in clause (i)."

     3.   Continuing Effect.  Except as expressly modified by this Amendment,
the Agreement continues unchanged and in full force and effect.


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     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
duly executed as of the day and year first above written.


                              SPRINT SPECTRUM
                              HOLDING COMPANY, L.P.


                              By: /s/ Don A. Jensen
                                 Name:  Don A. Jensen
                                 Title: Vice President and Secretary

                              MINORCO, L.P.

                                By: SPRINT ENTERPRISES, L.P.,
                                Its General Partner

                                   By: US TELECOM, INC.,
                                   Its General Partner


                                     By: /s/ Don A. Jensen
                                        Name:  Don A. Jensen
                                        Title: Vice President and Secretary


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