EXHIBIT 10.1

               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. 1
                                       TO
            AMENDED AND RESTATED MEDIA GATEWAY SERVICES AGREEMENT II

     THIS AMENDMENT NO 1. TO MEDIA GATEWAY  SERVICES  AGREEMENT II ("AMENDMENT")
dated as of December 31, 2000, by and among Qwest Communications  Corporation, a
Delaware  corporation  ("QWEST"),  Qwest  Communications  International  Inc., a
Delaware  corporation  ("QCI")  and KMC Telecom V Inc.,  a Delaware  corporation
("KMC").


     WHEREAS,  Qwest and KMC are parties to that  certain  Amended and  Restated
Media  Gateway  Services  Agreement  II,  dated as of March 31,  2000 ( 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 hereof 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
where  otherwise  specifically  set forth in this  Agreement  "Qwest" shall mean
Qwest Communications Corporation and Qwest Communications International Inc.

          (b)  SECTION 3 A. is  hereby  amended  by  deleting  the words  "[TEXT
     DELETED]" in the fourteenth 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
     November 1, 2000 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 July 29, 2000 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 eleventh 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 fifth line  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 hereby 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 Amendment, unless and to the extent that
     any such  representation  and  warranty  is stated  to relate  solely to an


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<PAGE>

     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.


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<PAGE>

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



KMC Telecom V Inc.

By:_____________________________

Name:___________________________

Title:__________________________


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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