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                                                                     EXHIBIT 3.5

CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCOPORATION OF
CELULARES TELEFONICA, INC.


                           COMMONWEALTH OF PUERTO RICO


          CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION
                     AFTER THE RECEIPT OF PAYMENT OF CAPITAL

FIRST: That at a meeting of the Board of Directores of CELULARES TELEFONICA,
INC. _______________________________________________________________________,
duly called and held, a resolution was adopted setting forth (a) proposed
amendment(s) to the Certificate of Incorporation of said corporation, declaring
said amendment(s) to be advisable and calling a special meeting of the
stockholders of said corporation for consideration thereof. The resolution
setting forth the proposed amendment(s) reads as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended
by changing Article(s) FIRST so that it/they read(s) as follows:

         "FIRST: THE NAME OF THE CORPORATION IS VERIZON WIRELESS PUERTO RICO,
         INC. (HEREINAFTER REFERRED TO AS THE "CORPORATION")."


SECOND: That thereafter, pursuant to the resolution of its Board of Directors, a
written consent in lieu of special meeting was subscribed pursuant to Article
7.17 of the General Corporation Law of 1995, in which a majority of the
stockholders with voting rights and the majority of the stockholders of each
class with voting rights voted as a class voted in favor thereof.

IN WITNESS WHEREOF, I, JON E. SLATER, Authorized Officer who signs this
certificate, hereby swear that the facts herein stated are true, this 30 of
October, 2001.


                                   /s/ Jon E. Slater
                           ------------------------------------
                                    AUTHORIZED OFFICER


                                       1

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                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION


         CELULARES TELEFONICA, INC., a corporation organized and existing under
the laws of the Commonwealth of Puerto Rico, does hereby CERTIFY:

         FIRST: That at a meeting of the Board of Directors of said
CELULARESTELEFONICA, INC., duly held and convened, resolutions were duly adopted
setting forth proposed amendments to the Certificate of Incorporation of said
corporation and declaring said amendments advisable and calling a meeting of the
stockholders of said corporation for consideration thereof. The resolution
setting forth the proposed amendments is as follows:

         RESOLVED, that the Certificate of Incorporation of this corporation be
         and it hereby is amended by changing the Article SECOND to read as
         follows:

         SECOND: The physical address of the designated office of the
         Corporation in the Commonwealth of Puerto Rico is 653 Munoz Rivera
         Avenue, Hato Rey, Puerto Rico. Its mailing address is P.O. Box 70367,
         San Juan, Puerto Rico, 00936-8367. Its resident agent at such address
         is Celulares Telefonica, Inc., Legal Office.

         RESOLVED, that the Certificate of Incorporation of this corporation be
         and it hereby is amended by changing the Article FOURTH to read as
         follows:

         FOURTH: The total number of shares of Common Stock which the
         Corporation shall have authority to issue is TEN MILLION (10,000,000)
         with a par value of ONE CENT($.01) per share, each and all of the same
         class.


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                                       -2-

         SECOND: The Board of Directors of the Corporation has determined by
resolution that the terms of the rights and options provided under said
amendment are, under the circumstances prevailing at the time of the adoption
thereof, fair and equitable to all the existing stockholders of the Corporation.

         THIRD: That said amendments have been consented to and authorized by
the holders of all the issued and outstanding stock of the Corporation, entitled
to vote, by written consent given in accordance with the provisions of Section
7.17 of the General Corporation Law for the Commonwealth of Puerto Rico.

         IN WITNESS WHEREOF, I Carmen Ana Culpeper, in my capacity as President
of CELULARES TELEFONICA, INC. hereby swear that the statements contained in this
Certificate are true. Given at Guaynabo, Puerto Rico this 10th day of
February, 1999.

                                        CELULARES TELEFONICA, INC.



                                        By: /s/ CARMEN ANA CULPEPER
                                           -------------------------------------
                                                 Carmen Ana Culpeper
                                                      President









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                          CERTIFICATE OF INCORPORATION

                                       OF

                           CELULARES TELEFONICA, INC.


         I, the undersigned, for purposes of incorporating and organizing a
stock Corporation under the General Corporation Law of 1995 of the Commonwealth
of Puerto Rico (the "General Corporation Law"), do execute this Certificate
of Incorporation and do hereby certify as follows:

         FIRST: The name of this corporation is CELULARES TELEFONICA, INC.
(hereinafter referred to as the "Corporation").

         SECOND: The physical address of the designated office of the
Corporation in the Commonwealth of Puerto Rico is 1515 F.D. Roosevelt Avenue,
12th Floor, Guaynabo, Puerto Rico 00968. Its mailing address is P.O. Box
360998, San Juan, PR 00936-0998. The name of its resident agent is Ms. Gladys
Batista Torres, Attorney-at-Law.

         THIRD: The nature of the business and the object and purposes proposed
to be transacted, promoted and carried on for pecuniary profit are to operate a
wireless telecommunications business. The Corporation shall also be authorized
to do all things incidental to such business and to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law.

         FOURTH: The total number of shares of common stock which the
Corporation shall have authority to issue is TEN THOUSAND (10,000), without a
par value and all of the same class.

         FIFTH: The sole incorporator of the Corporation is the PUERTO RICO
TELEPHONE AUTHORITY (the "PRTA"), whose physical address is located at 1515 F.D.
Roosevelt Avenue,


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12th Floor, Guaynabo, Puerto Rico 00968 and mailing address is P.O. Box 360998,
San Juan, PR 00936-0998.

         SIXTH: Except to the extent that the by-laws of the Corporation shall
so require, the election of directors of the Corporation need not be by written
ballot.

         SEVENTH: The books of the Corporation may be kept (subject to any
provisions contained in the statutes of the Commonwealth of Puerto Rico or in
the statutes of any state in which the Corporation may qualify to do business)
outside of the Commonwealth of Puerto Rico at such place or places as may from
time to time be designated by the Board of Directors or in the bylaws of the
Corporation.

         EIGHTH: In furtherance and not in limitation of the powers conferred by
the laws of the Commonwealth of Puerto Rico, the Board of Directors of the
Corporation is expressly authorized:

         1.       To make, alter and repeal the by-laws of the Corporation,
                  subject to the authority of the stockholders of the
                  Corporation to adopt, amend, alter or repeal any by-law
                  adopted by the Board of Directors.

         2.       To provide reserve or reserves for any proper purpose and to
                  abolish the same when deemed appropriate.

         3.       By a majority of the whole Board, to designate one or more
                  committees, each committee to consist of one or more of the
                  directors of the Corporation. The Board may designate one or
                  more directors as alternate members of any committee, who may
                  replace any absent or disqualified member at any meeting of
                  the committee. The by-laws may provide that in the absence or
                  disqualification of a member of a committee, the member or
                  members thereof present at any meeting and not disqualified
                  from voting, whether or not he or they constitute a quorum,
                  may unanimously appoint another member of the Board of
                  Directors to act at the meeting in the place of any such
                  absent or disqualified member. Any such committee, to the
                  extent provided in the resolution of the Board of Directors,
                  or in the by-laws of the Corporation, shall have and may
                  exercise all the powers and authority of the Board of
                  Directors in the management of the business and affairs of the


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                  Corporation and may authorize the seal of the Corporation to
                  be affixed to all documents which may require it.
                  Notwithstanding the preceding, the delegation of power to any
                  such committee shall be subject to the limitations imposed by
                  Article 4.01 C of the General Corporation Law.

         4.       To exercise all the powers of the Corporation except those
                  conferred by the General Corporation Law, by this Certificate
                  of Incorporation or by the by-laws of the Corporation upon the
                  stockholders.

         NINTH: Except as provided in Article 1.02 B 6 of the General
Corporation Law, a director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director. Any amendment, modification or repeal of the foregoing
sentence shall not adversely affect any right or protection of a director of the
Corporation hereunder in respect of any act or omission occurring prior to the
time of such amendment, modification or repeal.

         TENTH: No contract or transaction between the Corporation and one or
more of its directors or officers or between the Corporation and any other
corporation, partnership, association, or other organization in which one or
more of its directors or officers are directors or officers, or have a financial
interest, shall be void or voidable solely for this reason, or solely because
the director or officer is present at or participates in the meeting of the
Board of Directors or committee thereof which authorizes the contract or
transaction, or solely because his or their votes are counted for such purpose,
if any of the circumstances indicated in Article 4.05 A 1, 2 or 3 of the General
Corporation Law is present. Interested directors may be counted in determining
the presence of a quorum at a meeting of the Board of Directors or of a
committee which authorizes the contract or transaction.

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         ELEVENTH. Except as provided in Article 4.08 of the General
Corporation Law and subject to the procedure described in paragraph D of said
Article, the following provisions shall apply to the indemnification of
directors and officers by the Corporation:

         1.       The Corporation shall, to the broadest and maximum event
                  permitted by the General Corporation Law, as the same exists
                  from time to time, indemnify each person who was or is a party
                  or is threatened to be made a party to any threatened, pending
                  or completed action, suit or proceeding, whether civil,
                  criminal, administrative or investigative by reason of the
                  fact that he or she is or was a director or officer of the
                  Corporation, or is or was serving at the request of the
                  Corporation as a director, officer, employee or agent of
                  another corporation, partnership, joint venture, trust or
                  other enterprise, against expenses (including attorneys fees),
                  judgments, fines and amounts paid in settlement actually and
                  reasonably incurred by him or her in connection with such
                  action, suit or proceeding.

         2.       In addition, the Corporation shall, to the broadest and
                  maximum extent permitted by the General Corporation Law, as
                  the same may exist from time to time, pay to such person any
                  and all expenses (including attorneys fees) incurred in
                  defending or settling any such action, suit or proceeding in
                  advance of the final disposition of such action, suit or
                  proceeding upon receipt of an undertaking by or on behalf of
                  the director or officer, to repay such amount if it shall
                  ultimately be determined by a final judgment or other final
                  adjudication that he or she is not entitled to be indemnified
                  by the Corporation as authorized in this Article.

         3.       The rights to indemnification and to the advancement of
                  expenses conferred in this Article shall not be exclusive of
                  any other right which any person may have or hereafter acquire
                  under any statute, this Certificate of Incorporation, the
                  by-laws of this Corporation, by agreement, vote of
                  stockholders or disinterested directors or otherwise with
                  respect to actions executed in his official or in other
                  capacity, while discharging the duties of such position.

         Any amendment, modification or repeal of this Article shall not
adversely affect any rights to indemnification of a director of the Corporation
hereunder with respect to any act or omission occurring prior to the time of
such amendment, modification or repeal.

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         TWELFTH. The Corporation reserves the right at any time, and from time
to time, to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation, and other provisions authorized by the laws of the
Commonwealth of Puerto Rico at the time in force may be added or inserted, in
the manner now or hereafter prescribed by law; and all rights, preferences and
privileges of whatsoever nature conferred upon stockholders, directors or any
other persons whomsoever by and pursuant to this Certificate of Incorporation in
its present form, or as hereafter amended, are granted subject to the rights
reserved in this Article.

         THIRTEENTH: Subject to the provisions of Article 4.01 K of the General
Corporation Law, any and all directors may be removed, with or without cause, at
any time by either:

         1.       The vote of the holders of a majority of the stock of the
                  Corporation issued and outstanding and entitled to vote and
                  present, in person or by proxy, at any meeting of stockholders
                  called for the purpose; or

         2.       An instrument or instruments in writing addressed to the Board
                  of Directors directing such removal and signed by the holders
                  of all the shares of capital stock of the Corporation issued
                  and outstanding and entitled to vote;

         Upon the occurrence of any of the above described events, the term of
each such director who shall be so removed shall terminate.

         FOURTEENTH: The existence of the Corporation shall commence on the date
in which this Certificate of Incorporation is filed with the Department of State
of the Commonwealth of Puerto Rico.

         I, the undersigned, Executive Director of the PRTA, being the sole
incorporator hereinbefore named for the purpose of executing this Certificate of
Incorporation pursuant to the General Corporation Law, hereby swear that the
statements contained herein are true.

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        Given at San Juan, Puerto Rico, this 9th day of January, 1998.


                                             PUERTO RICO TELEPHONE AUTHORITY


                                             By:  /s/ CARMEN ANA CULPEPER
                                                --------------------------
                                                   Carmen Ana Culpeper
                                                    Executive Director



                                                        99,282
                                                       -----------------
                                                       Num. de Registro

Certificacion del Oficial Examinador        Certifico que el 9 de enero de
                                         1998 quado registrado dicho
   CERTIFICO que he laido y revisado     documento luege de haber cumplido
dicho documento y que este cumple        con la Ley Num. 144 de 10 de agosto
con la Ley y Procedimientos de           de 1995.
Corporaciones.

13/1/98   /s/ GABRIEL ALMENDINA SANCHEZ  13/1/98   /s/ RAFAEL A. MARTINEZ COLON
-------   -----------------------------  -------   -----------------------------
Fecha                 Firma              Fecha     Rafael A. Martinez Colon, LLM
                                                   Sacretario Auxiliar de
                                                   Administracion y Servicios


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