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                                                                   Exhibit 10.44

                                AMENDMENT NO. 13

      This Amendment No. 13 (the "AMENDMENT NO. 13") is made on September 3,
2004, by and between Valor Telecommunications Enterprises, L.L.C. ("CUSTOMER")
and MCI WORLDCOM Network Services, Inc. ("MCI"), to those certain Program
Enrollment Terms (the "PET"), to that certain Telecommunications Services
Agreement more particularly described as TSA # VTE - 001019 (the "TSA"), made by
and between Customer and MCI dated September 30, 2000, including all prior
applicable amendments thereto (the "PRIOR AMENDMENTS"). In the event of any
conflict between the terms of the TSA, the PET, any Prior Amendment or any
applicable Attachment and the terms of this Amendment No. 13, the terms of this
Amendment No. 13 shall control. The TSA along with the PET, the Prior
Amendments, all applicable Attachment(s), and this Amendment No. 13 shall
collectively be referred to as the "AGREEMENT". Capitalized terms not defined
herein shall have the meaning ascribed to them in other documents referenced
herein. All references to "MCI WorldCom" in the Agreement including any
attachments, schedules or exhibits thereto will be deemed to refer to "MCI".

      In consideration of good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

1.    SPECIAL RATES. Notwithstanding anything to the contrary contained in this
      Agreement, MCI reserves the right to modify the special rates described in
      Subsection 3(A) of the Amendment No. 12 (which charge modifications shall
      not exceed then-current generally available MCI charges for comparable
      services), upon not less than sixty (60) calendar days' prior notice to
      Customer (facsimile being acceptable), which notice will state the
      effective date for the charge modification.

2.    OTHER TERMS AND CONDITIONS.  Except as specifically amended or modified
      herein, the terms and conditions of the Agreement will remain in full
      force and effect throughout the Service Term and any extensions thereof.

      IN WITNESS WHEREOF, the parties have entered into this Amendment No. 13 on
the date first written above.

VALOR TELECOMMUNICATIONS ENTERPRISES,    MCI WORLDCOM NETWORK SERVICES, INC.
L.L.C.

By:       /s/ Jack J. Mueller            By:        /s/ Pete Cassidy
   ----------------------------------       ----------------------------------
              (Signature)                              (Signature)
            Jack J. Mueller                           Pete Cassidy
   ----------------------------------       ----------------------------------
              (Print Name)                            (Print Name)
          Jack J. Mueller CEO                  Vice President Carrier Sales
   ----------------------------------       ----------------------------------
                (Title)                                  (Title)
               08/26/04                                 09/03/04
   ----------------------------------       ----------------------------------
                 (Date)                                  (Date)

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                                  CONFIDENTIAL