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                                                                  EXECUTION COPY

EXHIBIT 10.28

                                     ALLONGE

         That certain Promissory Note (the "Note") in the maximum principal
amount of $90,000,000.00 issued by TELECOMUNICACIONES DE PUERTO RICO, INC.
("Borrower"), a corporation organized under the laws of the Commonwealth of
Puerto Rico to the order of BANCO POPULAR DE PUERTO RICO on May 16, 2002, which
as of the date hereof the outstanding principal balance thereon is
$40,000,000.00, and accrued interest thereon is $28,666.67, is hereby amended
and modified as of the date hereof, as follows:

The first paragraph of the Note is hereby amended to read in its entirety as
follows:

         "FOR VALUE RECEIVED, the undersigned, TELECOMUNICACIONES DE PUERTO
         RICO, INC., a Puerto Rico corporation (the "Borrower"), HEREBY PROMISES
         TO PAY to the order of BANCO POPULAR DE PUERTO RICO (the "Lender") for
         the account of its Applicable Lending Office on the Termination Date
         (each as defined in the Credit Agreement referred to below) the
         principal sum of U.S. $50,000,000.00 or, if less, the aggregate amount
         of the Revolving Credit Advances made by the Lender to the Borrower
         pursuant to the Revolving Credit Agreement dated as of May 16, 2002
         among the Borrower, Puerto Rico Telephone Company, Inc., as Guarantor,
         the Lender and certain other lenders parties thereto, and Banco Popular
         de Puerto Rico ("BPPR"), as administrative agent (in such capacity, the
         "Administrative Agent") for the Lender and such other lenders (as
         amended or modified from time to time, the "Credit Agreement"; the
         terms defined therein being used herein as therein defined),
         outstanding on the Termination Date."

All other terms of the Note shall continue in full force and effect.

It is hereby understood and agreed by each of the parties hereto that this
Allonge is not intended to cause an extinctive novation of the terms and
conditions of, and the obligations under, the Credit Agreement and the Note, but
is exclusively intended to reflect the reduction in the Commitment from
$90,000,000.00 to $50,000,000.00, and shall not affect any of the obligations of
Borrower under the Credit Agreement or under the Note (as amended hereby), all
of which obligations shall continue in full force and effect as if originally
incurred by Borrower as herein set forth. Capitalized terms not otherwise
defined herein shall have the meanings given to such terms in the Note.

                  [Remainder of Page Intentionally Left Blank]

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                                                                  EXECUTION COPY

Executed in San Juan, Puerto Rico, on December 31, 2002.

                                    TELECOMUNICACIONES DE PUERTO RICO, INC.,
                                    as Borrower

                                    By:  ____________________________
                                         Maria Elena de la Cruz
                                         Treasurer

                                    BANCO POPULAR DE PUERTO RICO,
                                    as Lender

                                    By:  ____________________________
                                         Jorge Aldarondo
                                         Vice President

                                    BANCO POPULAR DE PUERTO RICO,
                                    as Administrative Agent

                                    By:  ____________________________
                                         Jorge Aldarondo
                                         Vice President

ACKNOWLEDGED:

PUERTO RICO TELEPHONE COMPANY, INC., as Guarantor

By:  ____________________________
     Maria Elena de la Cruz
     Treasurer

Affidavit No. ____

Subscribed before me in San Juan, Puerto Rico, on December 31, 2002, by the
following persons, who I personally know: (i) Maria Elena de la Cruz, of legal
age, ____________________, a business person, and a resident of
______________________, Puerto Rico, in her capacity as Treasurer of
Telecomunicaciones de Puerto Rico, Inc., and of Puerto Rico Telephone Company;
and (ii) Jorge Aldarondo, of legal age, married, a banker, and a resident of San
Juan, Puerto Rico, in his capacity as Vice President of Banco Popular de Puerto
Rico.

                                        ________________________________
                                                 Notary Public

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                                                                  EXECUTION COPY

                                 PROMISSORY NOTE

$50,000,000.00                                          Dated: December 31, 2002

         FOR VALUE RECEIVED, the undersigned, TELECOMUNICACIONES DE PUERTO RICO,
INC., a Puerto Rico corporation (the "Borrower"), HEREBY PROMISES TO PAY to the
order of BANCO POPULAR DE PUERTO RICO (the "Lender") for the account of its
Applicable Lending Office on the Termination Date (each as defined in the Credit
Agreement referred to below) the principal sum of U.S. $ 50,000,000.00 or, if
less, the aggregate amount of the Revolving Credit Advances made by the Lender
to the Borrower pursuant to the Revolving Credit Agreement dated as of May 16,
2002 among the Borrower, Puerto Rico Telephone Company, Inc., as Guarantor, the
Lender and certain other lenders parties thereto, and Banco Popular de Puerto
Rico ("BPPR"), as administrative agent (in such capacity, the "Administrative
Agent") for the Lender and such other lenders (as amended or modified from time
to time, the "Credit Agreement"; the terms defined therein being used herein as
therein defined), outstanding on the Termination Date.

         The Borrower promises to pay interest on the unpaid principal amount of
each Revolving Credit Advance from the date of such Advance until such principal
amount is paid in full, at such interest rates, and payable at such times, as
are specified in the Credit Agreement.

         Both principal and interest are payable in lawful money of the United
States of America to BPPR as Administrative Agent, at 209 Munoz Rivera Avenue,
Hato Rey, Puerto Rico in same day funds. Each Revolving Credit Advance owing to
the Lender by the Borrower pursuant to the Credit Agreement, and all payments
made on account of principal thereof, shall be recorded by the Lender and, prior
to any transfer hereof, endorsed on the grid attached hereto which is part of
this Promissory Note.

         This Promissory Note is one of the Revolving Credit Notes referred to
in, and is entitled to the benefits of, the Credit Agreement. The Credit
Agreement, among other things: (i) provides for the making of Revolving Credit
Advances by the Lender to the Borrower from time to time in an aggregate amount
not to exceed at any time outstanding the U.S. dollar amount first above
mentioned, the indebtedness of the Borrower resulting from each such Revolving
Credit Advance being evidenced by this Promissory Note; and (ii) contains
provisions for acceleration of the maturity hereof upon the happening of certain
stated events and also for prepayments on account of principal hereof prior to
the maturity hereof upon the terms and conditions therein specified.

         TELECOMUNICACIONES DE PUERTO RICO, INC.

         By:    ______________________________

         Name:  Maria E. de la Cruz
         Title: Treasurer