EXHIBIT 10.2

               CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED
                  BASED ON A REQUEST FOR CONFIDENTIAL TREATMENT

                   OMITTED PORTIONS HAVE BEEN SEPARATELY FILED
                   WITH THE SECURITIES AND EXCHANGE COMMISSION

                                                               EXECUTION VERSION
                                 AMENDMENT NO. 2
                                       TO
                      MEDIA GATEWAY SERVICES AGREEMENT III

     THIS AMENDMENT NO 2. TO MEDIA GATEWAY SERVICES  AGREEMENT III ("AMENDMENT")
dated as of November 1, 2000, by and among Qwest Communications  Corporation,  a
Delaware  corporation  ("QWEST"),  Qwest  Communications  International  Inc., a
Delaware  corporation  ("QCI") and KMC Telecom VI Inc.,  a Delaware  corporation
("KMC").

     WHEREAS,  Qwest and KMC are parties to that certain Media Gateway  Services
Agreement  III,  dated as of June 30,  2000 and as amended by  Amendment  No. 1,
dated as of August  31,  2000 (as so  amended by  Amendment  No. 1 or  otherwise
amended,  modified  or  supplemented  from  time to time,  the "MGS  AGREEMENT")
pursuant to which,  among other things,  KMC has agreed to provide to Qwest, and
Qwest has agreed to compensate KMC for, certain services; and

     WHEREAS,  the  parties  have  agreed  to  amend  the MGS  Agreement  on the
following terms;

     NOW,  THEREFORE,  in consideration of the premises set forth above, and for
other good and valuable consideration,  the receipt and sufficiency of which are
hereby  acknowledged,  KMC,  Qwest and QCI  agree,  jointly  and  severally,  as
follows:

     1.  DEFINITIONS.  Capitalized terms not otherwise defined herein shall have
the meanings ascribed to them in the MGS Agreement.

     2.  AMENDMENT  TO THE MGS  AGREEMENT.  Effective as of the date first above
written and subject to the  execution of this  Amendment by the parties  hereto,
the MGS Agreement shall be and hereby is amended as follows:

          (a) The Definitions are hereby amended to include the following:

     "QWEST COMMUNICATIONS INTERNATIONAL INC." shall mean a Delaware corporation
and the  ultimate  parent  of  Qwest  Communications  Corporation.  Except  when
otherwise  specifically  set forth in this  Agreement  "Qwest"  shall mean Qwest
Communications Corporation and Qwest Communications International Inc.

          (b)  SECTION 3 C. is  hereby  amended  by  deleting  the words  "[TEXT
     DELETED]"  in the second line  therein and  substituting  the words  "[TEXT
     DELETED]" therefore.

<PAGE>

          (c) SECTION 7.A is hereby  amended by deleting the first two sentences
     and  substituting  the words  "This  Agreement  shall have an initial  term
     commencing on the Effective Date and ending fifty-one (51) months after May
     1, 2001 unless earlier  terminated  pursuant to Section 9 b.,10,  14 or 16.
     Each of the MGS Circuits listed in the Implementation Schedule shall have a
     term that is  fifty-one  (51) months after the date such circuit was deemed
     installed in accordance  with Section 3. a. hereof,  but shall  continue at
     the option of Qwest for an  additional  term to be  specified in writing by
     Qwest no later than 30 days prior to the  expiration of the initial  term."
     In  addition,  SECTION  7 A.  is  hereby  amended  by  deleting  the  words
     "forty-two  (42)" in the tenth  line  therein  and  substituting  the words
     "fifty-one (51)" therefore.

          (c)  SCHEDULE 1,  PARAGRAPH 4 is hereby  amended by deleting the words
     "forty-two (42) months" in the second sentence therein and substituting the
     words "fifty-one (51) months" therefore.

          (d)  APPENDIX  A TO  SCHEDULE  1,  PARAGRAPH  2 is hereby  amended  by
     deleting  all  references  to "[TEXT  DELETED]"  in each of the  second and
     fourth  sentences  therein and  substituting  the words "[TEXT DELETED]" in
     each of the second and fourth sentences therefore.

          (e) APPENDIX A TO SCHEDULE 1 is hereby amended to add paragraph number
     5 which shall state:

               "5.  Qwest shall be  entitled to receive a credit  equal to [TEXT
                    DELETED] of any payments or credits  which KMC receives from
                    any  provider  of  ingress  or  egress  trunks  for  the MGS
                    Circuits.  To the extent  received from such  provider,  KMC
                    shall credit Qwest within [TEXT  DELETED] of the end of each
                    calendar  quarter  during the Term.  In the event any amount
                    received  by KMC from a  provider  of  ingress  or egress is
                    required to be returned by KMC pursuant to a requirement  of
                    law  or  order  of  any   court  or   regulatory   authority
                    ("Forfeited Amount"), KMC shall have the right to bill Qwest
                    for [TEXT DELETED] of such Forfeited Amount, up to a maximum
                    of the total amount previously  credited to Qwest under this
                    paragraph,  and Qwest shall,  within [TEXT  DELETED],  repay
                    such amounts to KMC."

     3.  REPRESENTATIONS  AND  WARRANTIES.   Qwest,  QCI  and  KMC  respectively
represent and warrant as follows:

          (a)  This  Amendment  and  the  MGS  Agreement,   as  amended  hereby,
     constitute legal,  valid and binding  obligations of Qwest, QCI and KMC and
     are enforceable against such party in accordance with their terms.

          (b) Upon  the  effectiveness  of this  Amendment,  Qwest,  QCI and KMC
     hereby  reaffirm  all  representations  and  warranties  made  in  the  MGS
     Agreement,  and to the extent the same are not amended  hereby,  agree that
     all such representations and warranties shall be deemed to have been remade
     as of the date of delivery of this


                                       2
<PAGE>

     Amendment,  unless  and to the  extent  that  any such  representation  and
     warranty is stated to relate  solely to an earlier date, in which case such
     representation  and  warranty  shall be true and correct as of such earlier
     date.

          (c) As of the date hereof,  and after giving effect to this Amendment,
     each of Qwest,  QCI and KMC shall be in  compliance  with all the terms and
     provisions set forth in the MGS Agreement,  as amended hereby,  on its part
     to be observed or  performed,  and no Event of Default  shall have occurred
     and/or be continuing.

     4. REFERENCE TO AND EFFECT ON THE MGS AGREEMENT.

          (a) The MGS Agreement,  as amended  hereby,  and all other  documents,
     instruments  and  agreements   executed  and/or   delivered  in  connection
     therewith,  remains in full force and effect,  and are hereby  ratified and
     confirmed.

          (b) Except as expressly provided herein,  the execution,  delivery and
     effectiveness of this Amendment shall not operate as a waiver of any right,
     power or remedy of Qwest or KMC, nor  constitute a waiver of any  provision
     of the MGS Agreement or any other  documents,  instruments  and  agreements
     executed and/or delivered in connection therewith.

     5.  GOVERNING  LAW.  THIS  AMENDMENT  SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE  WITH THE OTHER REMAINING TERMS OF THE MGS AGREEMENT AND THE INTERNAL
LAWS (AS OPPOSED TO CONFLICT OF LAW PROVISIONS) OF THE STATE OF NEW YORK.

     6. PARAGRAPH  HEADINGS.  The paragraph headings contained in this Amendment
are and shall be without  substance,  meaning or content of any kind  whatsoever
and are not a part of the agreement among the parties hereto.

     7.   COUNTERPARTS.   This   Amendment  may  be  executed  in  one  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.


                                       3
<PAGE>

     IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and
year first above written.

   KMC Telecom VI Inc.

   By:  /S/ WILLIAM H. STEWART
        ----------------------

   Name:  WILLIAM H. STEWART
          ------------------

   Title:  CHIEF FINANCIAL OFFICER
           -----------------------

   Qwest Communications Corporation

   By:  /S/ YASH RANA
        -------------

   Name: YASH RANA
         ---------

   Title:  ASSOCIATE GENERAL COUNSEL AND ASSISTANT SECRETARY
           -------------------------------------------------

   Qwest Communications International Inc.

   By:  /S/ YASH RANA
        -------------

   Name: YASH RANA
         ---------

   Title:  ASSOCIATE GENERAL COUNSEL AND ASSISTANT SECRETARY
           -------------------------------------------------





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