Exhibit 10.34

                       FIRST AMENDMENT TO
          IRU AND TELECOMMUNICATIONS SERVICES AGREEMENT

                             BETWEEN

                     DIGITAL TELEPORT, INC.

                               AND

                ADELPHIA BUSINESS SOLUTIONS, INC
                       FIRST AMENDMENT TO
          IRU AND TELECOMMUNICATIONS SERVICES AGREEMENT

This  First Amendment to the IRU and Telecommunications  Services
Agreement  (the  "Amendment")  is made  by  and  between  Digital
Teleport, Inc., a Missouri corporation ("Provider"), and Adelphia
Business   Solutions   Long  Haul,  L.P.,  a   Delaware   limited
partnership  ("Recipient"), each of  Provider  and  Recipient,  a
"Party."

                            RECITALS

      A.    Provider  and  Recipient  entered  into  an  IRU  and
Telecommunications Services Agreement dated November 9, 1999 (the
"Agreement")  pursuant to which Provider  agreed  to  provide  to
Recipient  and  Recipient agreed to accept from Provider  certain
IRU  rights to telecommunications facilities of Provider, on  the
terms and conditions set forth therein;

     B.   Provider and Recipient agree that certain System Routes
have  not  been delivered and accepted in the timeframes required
by the Agreement; and

     C.   Provider and Recipient desire to amend the Agreement to
confirm  certain  understandings  reached  between  Provider  and
Recipient regarding the Agreement.

      NOW, THEREFORE, in consideration of the promises and mutual
covenants   contained  herein,  and  other  good   and   valuable
consideration,  the  receipt and adequacy  of  which  are  hereby
acknowledged, the Parties hereto agree as follows:

<PAGE>

                      TERMS AND CONDITIONS

1.      On September 6, 2000, Recipient exercised certain of its
rights in the Agreement to cancel the following System Routes:

     a.   System Route 14, except for the Provider POP, following
          Route 64 to Hwy 61 to the Provider POP in Wentzville to obtain
          diverse LH routing.

     b.   System  Route 15, except for the Provider POP  to  East
          Whitehaven/South Parkway East and except for the leg from East
          Whitehaven/South Parkway East, heading north to the backbone
          splice point on the LH towards Nashville on Old Brownsville Road.

     c.   System Route 16 south of I-70.

     d.   The Lebanon to St. Louis portion of System Route 5.

     e.   The Indianapolis to Chicago portion of System Route 11.

The Parties acknowledge that Provider has reimbursed Recipient in
full  for  its  Initial IRU Payments specific to  these  canceled
routes,  with  interest, as summarized in Attachment  A  to  this
Amendment.  The  Agreement is hereby amended  to  document  these
activities.


2.    On  January  25, 2001, Recipient exercised certain  of  its
rights in the Agreement to cancel the following System Routes:

     a.   The Indianapolis to Springfield segment of System Route 11.

     b.   The Des Moines to Chicago segment of System Route 7.

     c.   Two (2) Recipient Fibers along System Route 1.

     d.   Two (2) Recipient Fibers along System Route 9.

Recipient agrees not to cancel remaining System Routes or  System
Segments  unless  Provider fails to have  such  remaining  System
Routes  or  System Segments available for delivery to  Recipient,
pursuant  to  the terms of the Agreement, on or before  September
30,  2001.   Should  Provider fail to  deliver  remaining  System
Routes  or System Segments according to this Amendment, Recipient
shall  be  permitted to terminate those System Routes  or  System
Segments and receive refund for monies paid to date with interest
according  to  the  process delineated  in  Section  4.1  of  the
Agreement.



FIRST AMENDMENT TO IRU AGREEMENT

<PAGE>

3.    The first sentence of Section 2.5 of the Agreement shall be
amended to read as follows:  "Recipient will have an option  (the
"Option") to acquire up to an additional two (2) Recipient Fibers
along  System  Route  2,  System  Route  1  and  System  Route  9
(together,  the "Option Fibers"), subject to the availability  of
such  Option  Fibers from among those fibers  that  Provider  has
allocated for dark fiber leases to third parties, which shall  be
no  fewer  than two (2) fibers with respect to each  such  System
Route  as of the date of this Agreement (the "Available Fibers").
Recipient's  option  for Recipient Fibers along  System  Route  1
shall  not be available after January 10, 2003, while Recipient's
option  for  Recipient Fibers along System Routes 2 and  9  shall
continue for the term of the Agreement."


4.    On  January 10, 2002, Recipient agrees to pay the following
amounts to Provider:

     a.   All remaining IRU Fees for all associated System Routes that
          have not previously been canceled by Recipient;

     b.   Plus: any unpaid Building Space Fees for Selected Sites and
          maintenance fees accruing from the time applicable System
          Segments would have been deemed Accepted by Recipient, or the
          applicable bandwidth would have been deemed to be available, had
          the Agreement not been amended to allow deferral as set forth in
          this Section 4 of this Amendment;

     c.   Less:  any and all credits, as originally set forth  in
          Section 4.1 of the Agreement, due from Provider to Recipient
          either for uncompleted or undelivered System Segments or for
          unavailable requisite bandwidth, which shall reimburse Recipient
          for operating costs it incurred resulting from its inability to
          operate its fiber optic long haul network due to Provider's
          failure to deliver to Recipient such System Segments or
          bandwidth. Such credits, which shall no longer continue to accrue
          after December 31, 2000, total five million five hundred thousand
          dollars ($5,500,000.00).

     d.   Less: the reimbursement of the Initial IRU Payments due to
          Recipient on the cancelled System Routes set forth in Section 2
          of this Amendment, as set forth in Attachment B to this
          Amendment;

     e.   Plus: interest at the rate of 11% per annum, compounded
          annually, on all net amounts (a - d) due to Provider from the
          time in which such payments (or reimbursements, as the case may
          be) would have been made had the Agreement not been amended to
          allow deferral as set forth in this Section 4 of this Amendment.

Recipient shall have the option, at its sole discretion and  with
sixty   (60)  days  advanced  written  notice  to  Provider,   to
accelerate  Acceptance on any and all System  Segments  prior  to
January 10, 2002, but after September 30, 2001, at which time all
required  net


FIRST AMENDMENT TO IRU AGREEMENT

<PAGE>


payments as set forth above related to  the  System
Segment  (a+b-c+e) shall be paid to Provider.  The parties  agree
that System Segment 5 is considered to be already accelerated and
will   be  accepted  by  Recipient  upon  delivery  by  Provider.
Provider  shall  deliver  System  Segment  5  to  Recipient  upon
delivery to Provider from the third party provider.


5.    The price per fiber mile for the Second Optional Route  and
the  Third  Optional Route shall be $1,600.  Recipient agrees  to
take  delivery of such System Routes on January 10, 2002,  unless
accelerated as set forth in Section 4 of this Amendment.


6.    All  of  the  terms  and conditions of  the  Agreement  not
addressed  by  this  Amendment shall remain  in  full  force  and
effect.  In the event of any conflict between the terms  of  this
Amendment  and  of the Agreement, the terms and  intent  of  this
Amendment shall govern, and the Amendment and the Agreement shall
be interpreted and applied accordingly.


7.    This Amendment may be executed in one or more counterparts,
all  of  which taken together shall constitute one and  the  same
instrument.


8.    Provider and Recipient hereby warrant and represent each to
the other, that each party is authorized and empowered to execute
this Amendment in the capacity indicated.


FIRST AMENDMENT TO IRU AGREEMENT

<PAGE>

     The  undersigned do hereby agree to the terms and conditions
of this Amendment.



Agreed:                             Agreed:

Adelphia   Business  Solutions      Digital Teleport, Inc.
Long  Haul, L.P., by  Adelphia
Business   Solutions   General
Holdings,  Inc.,  its  General
Partner.


By:  /s/ John Glicksman             By:  /s/ Gary W. Douglass


Name: JOHN GLICKSMAN                Name: Gary W. Douglass

Title:  V.P. and General Counsel    Title:  Interim President  and CEO



FIRST AMENDMENT TO IRU AGREEMENT


<PAGE>
<TABLE>
                          ATTACHMENT A


  DIGITAL TELEPORT, INC.
 ADELPHIA CASH FLOW CHANGES
   AS OF SEPTEMBER 6, 2000

<CAPTION>

                                                  NUMBER
                TOTAL      PORTION                 OF                COST
                ROUTE         OF         TOTAL    FIBERS   TOTAL      PER        30%
                MILES       ROUTE        ROUTE     IN      FIBER     FIBER     PAYMENT
   ROUTE         PER       DELETED       MILES    ROUTE    MILES    PER THE     TO BE
DESCRIPTION    CONTRACT  BY ADELPHIA    DELETED  DELETED  DELETED  CONTRACT   REURNED
-----------    --------  -----------    -------  -------  -------  --------  -----------
<S>            <C>       <C>            <C>      <C>      <C>      <C>       <C>
KC-JOPLIN-     437       Lebanon-       159      4        636      $  1,800  $   343,440
StL                      StL(I-44)

StL-Quincy-    736       Indy-CHI       224      4        896         1,800      483,840
Indy-CHI

StL Metro      212       All            212      6        1,272       1,500      572,400

Memphis        40        All, except    25       6        150         1,500       67,500
Metro                    DTI POP to
                         E Whitehaven/  15       2        30          1,500       13,500
                         S Pkwy E

Kansas City    145       South of       76       6        456         1,500      205,200
Metro                    I-70           ------------------------------------------------


SUB-TOTALS                              711               3,440               $1,685,880
                                        ===               =====

 Interest - Nov 9, 1999
 to September 6, 2000                   =$1,685,880*8%*(21+30*9+6)DAYS/360DAYS   111,268
                                                                              ----------
TOTALS                                                                        $1,797,148
                                                                              ==========
* Interest based on a 360 day year at 8%

</TABLE>
<PAGE>


                          ATTACHMENT B
<TABLE>

      DIGITAL TELEPORT, INC.

      IRU FEES DUE ADELPHIA

      RELATED TO JANUARY 25, 2001 ROUTE CANCELLATIONS

<CAPTION>

                                                             NUMBER                COST          30%
                        TOTAL       PORTION                    OF                  PER           IRU
                        ROUTE         OF           TOTAL     FIBERS     TOTAL     FIBER        PAYMENT
SYSTEM      SYSTEM      MILES        ROUTE         ROUTE       IN       FIBER     MILE            TO
 ROUTE      ROUTE        PER        DELETED        MILES      ROUTE     MILES    PER THE          BE
NUMBER   DESCRIPTION   CONTRACT   BY ADELPHIA     DELETED    DELETED   DELETED   CONTRACT      RETURNED
------   -----------   --------   -----------     -------    -------   -------   --------      --------
<S>      <C>           <C>        <C>             <C>        <C>       <C>       <C>           <C>
   1     Denver-        925       All              925        2         1,850     1,800        $999,000
         Dallas/Ft
         Worth


   7     Omaha-         537       Des              384        4         1,536     1,800        $829,440
         Chicago                  Moines to
                                  Chicago

   9     Minneapolis    450       Two(2)           450        2           900     1,800        $486,000
         to Chicago               Fibers

  11     St  Louis      512(a)    Springfield to   261        4         1,044     1,800        $563,760
         to Chicago               Indianapolis                                                ---------
                                                                                             $2,878,200
                                                                                              =========
      (a) Excluding miles related to previously cancelled routes


</TABLE>





FIRST AMENDMENT TO IRU AGREEMENT