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                                                                   EXHIBIT 3.1.1


                                 FIRST AMENDMENT
                                     TO THE
                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                          AMERICAN CELLULAR CORPORATION



It is hereby certified that:

         1.       (a) The present name of the corporation (hereinafter called
the "Corporation") is American Cellular Corporation; and

                  (b) The name under which the Corporation was originally
incorporated is PriCellular Corporation, and the date of filing the original
Certificate of Incorporation of the Corporation with the Secretary of State of
the State of Delaware is February 21, 1990, and the date of filing of the
Amended and Restated Certificate of Incorporation of the Corporation with the
Secretary of State of the State of Delaware is February 25, 2000.

         2.       The Amended and Restated Certificate of Incorporation of the
Corporation is hereby amended by striking out Article IV thereof and by
substituting in lieu thereof a new Article IV which is set forth in this First
Amendment to the Amended and Restated Certificate of Incorporation hereinafter
provided for, as follows:

                                   "ARTICLE IV

                  The total number of shares of stock which the Corporation
         shall have authority to issue is three hundred fifty-three thousand
         (353,000), of which three thousand (3,000) shall be Common Stock, $.01
         par value, and three hundred fifty thousand (350,000) shall be
         Preferred Stock, $.01 par value.

                  All shares of Common Stock shall be identical in every
         respect.

                  The Board of Directors is authorized, subject to limitations
         prescribed by law and the provisions of this Article IV, to provide for
         the issuance of the shares of Preferred Stock in series, and by filing
         a certificate pursuant to the applicable law of the State of Delaware,
         to establish from time to time the number of shares to be included in
         each such series, and to fix the designation, powers, preferences and
         rights of the shares of each such series and the qualifications,
         limitations or restrictions thereof.

                  The authority of the Board with respect to each series shall
         include, but not be limited to, determination of the following:

                  (a) The number of shares constituting that series and the
         distinctive designation of that series;


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                  (b) The dividend rate on the shares of that series, whether
         dividends shall be cumulative, and, if so, from which date or dates,
         and the relative rights of priority, if any, of payment of dividends on
         shares of that series;

                  (c) Whether that series shall have voting rights, in addition
         to the voting rights provided by law, and, if so, the terms of such
         voting rights;

                  (d) Whether that series shall have conversion privileges, and,
         if so, the terms and conditions of such conversion, including provision
         for adjustment of the conversion rate if such events as the Board of
         Directors shall determine;

                  (e) Whether or not the shares of that series shall be
         redeemable, and, if so, the terms and conditions of such redemption,
         including the date or dates upon or after which they shall be
         redeemable, and the amount per share payable in case of redemption,
         which amount may vary under different conditions and at different
         redemption dates;

                  (f) Whether that series shall have a sinking fund for the
         redemption or purchase of shares of that series, and, if so, the terms
         and amount of such sinking fund;

                  (g) The rights of the shares of that series in the event of
         voluntary or involuntary liquidation, dissolution or winding up of the
         Corporation, and the relative rights of priority, if any, of payment of
         shares of that series; and

                  (h) Any other relative rights, preferences and limitations of
         that series.

                  Dividends on outstanding shares of Preferred Stock shall be
         paid or declared and set apart for payment before any dividends shall
         be paid or declared and set apart for payment on the common shares with
         respect to the same dividend period.

                  If upon any voluntary or involuntary liquidation, dissolution
         or winding up of the Corporation, the assets available for distribution
         to holders of shares of Preferred Stock of all series shall be
         insufficient to pay such holders the full preferential amount to which
         they are entitled, then such assets shall be distributed ratably among
         the shares of all series of Preferred Stock in accordance with the
         respective preferential amounts (including unpaid cumulative dividends,
         if any) payable with respect thereto."

         Dated as of June 29, 2001.


                                             /s/ EVERETT R. DOBSON
                                             -----------------------------------
                                             Everett R. Dobson,
                                             President


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