EXHIBIT 10.5

                               AMENDMENT NUMBER 2
                     TO THE PROFESSIONAL SERVICES AGREEMENT
                                     BETWEEN
                                KMC TELECOM, INC.
                                       AND
                            LUCENT TECHNOLOGIES INC.

This is Amendment No. 2 (hereinafter  "Amendment") to the Professional  Services
Agreement by and between KMC Telcom,  Inc., a Delaware  corporation with offices
at 1545  Route 206,  Suite  300,  Bedminister,  New  Jersey  07921  (hereinafter
"Customer") and Lucent Technologies Inc., a Delaware  Corporation,  with offices
at 283 King George Road, Warren, New Jersey 07059 (hereinafter "Lucent").

WHEREAS, Customer and Lucent have entered into a Professional Services Agreement
Number LNS970602JC dated September 4, 1997, as modified and amended by Amendment
Number 1,  effective  as of October 1, 1998 (as so  amended,  the  "Agreement"),
setting  forth the terms  and  conditions  pursuant  to which  Lucent  agreed to
provide and Customer  agreed to procure  certain  Professional  Services as such
Services are described therein; and

WHEREAS,  Customer  and  Lucent  wish  to  make  certain  modifications  to that
Agreement as set forth herein,

NOW,  THEREFORE,  in consideration of the mutual promises  hereinafter set forth
and other good and valuable consideration,  the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows:

1.  SCOPE OF AGREEMENT

The definition of "Customer" contained in the Professional Services Agreement is
hereby  amended  to  additionally  include  KMC  Telecom  II,  Inc.,  a Delaware
corporation,  KMC Telecom Leasing I LLC, a Delaware limited  liability  company,
KMC Telecom Leasing II LLC, a Delaware limited liability company, KMC Telecom of
Virginia,  Inc., a Virginia  public  service  company,  KMC Telecom III, Inc., a
Delaware corporation,  KMC Telecom Leasing III LLC, a Delaware limited liability
company, KMC Telecom IV, Inc., a Delaware  corporation,  and KMC Telecom Leasing
IV  LLC,  a  Delaware  Limited  liability  company,  it  being  the  intent  and
understanding among the parties that KMC Telecom II, Inc., KMC Telecom Leasing I
LLC, KMC Telecom Leasing II LLC, KMC Telecom of Virginia, Inc., KMC Telecom III,
Inc., KMC Telecom  Leasing III LLC, KMC Telecom IV, Inc. and KMC Telecom Leasing
IV LLC be authorized  to procure  Services from Lucent under and pursuant to the
terms and conditions of the Professional Services Agreement.

2.  TERM OF AGREEMENT

The expiration  date of the  Professional  Services  Agreement shall be extended
from September 30, 2000 to September 30, 2005.


<PAGE>

3.  ENTIRE AGREEMENT

Except as specifically  modified,  amended or supplemented herein, all terms and
conditions of the Agreement shall remain in full force and effect. The terms and
conditions  contained  in this  Amendment  and  those  nonconflicting  terms and
conditions of the Agreement and Amendment  Number 1 supersede all prior oral and
written  understandings  between  the parties  and shall  constitute  the entire
agreement  between the parties with respect to the subject matter  herein.  This
Amendment  shall not be  modified  or  amended  except by  writing  signed by an
authorized representative of both parties.

IN WITNESS  WHEREOF,  the parties  have caused this  Amendment to be executed by
their duly authorized representative on the date(s) indicted.


KMC TELECOM, INC.                                    KMC TELECOM LEASING LLC



By: /S/ROSCOE C. YOUNG II                            By: /S/ROSCOE C. YOUNG II
    ---------------------                                ---------------------

Name: ROSCOE C. YOUNG II                             Name: ROSCOE C. YOUNG II
      ------------------                                   ------------------

Title: PRESIDENT                                     Title: PRESIDENT
       ---------                                            ---------

Date: 9-29-00                                        Date: 9-29-00
      -------                                              -------


KMC TELECOM II, INC.                                 KMC TELECOM LEASING II LLC



By: /S/ROSCOE C. YOUNG II                            By: /S/ROSCOE C. YOUNG II
    ---------------------                                ---------------------

Name: ROSCOE C. YOUNG II                             Name: ROSCOE C. YOUNG II
      ------------------                                   ------------------

Title: PRESIDENT                                     Title: PRESIDENT
       ---------                                            ---------

Date: 9-29-00                                        Date: 9-29-00
      -------                                              -------


KMC TELECOM III, INC.                                KMC TELECOM LEASING III LLC



By: /S/ROSCOE C. YOUNG II                            By: /S/ROSCOE C. YOUNG II
    ---------------------                                ---------------------

Name: ROSCOE C. YOUNG II                             Name: ROSCOE C. YOUNG II
      ------------------                                   ------------------

Title: PRESIDENT                                     Title: PRESIDENT
       ---------                                            ---------

Date: 9-29-00                                        Date: 9-29-00
      -------                                              -------


                                       2
<PAGE>



KMC TELECOM IV, INC.                                 KMC TELECOM LEASING IV LLC



By: /S/ROSCOE C. YOUNG II                            By: /S/ROSCOE C. YOUNG II
    ---------------------                                ---------------------

Name: ROSCOE C. YOUNG II                             Name: ROSCOE C. YOUNG II
      ------------------                                   ------------------

Title: PRESIDENT                                     Title: PRESIDENT
       ---------                                            ---------

Date: 9-29-00                                        Date: 9-29-00
      -------                                              -------


KMC TELECOM OF VIRGINIA, INC.                        LUCENT TECHNOLOGIES INC.



By: /S/ROSCOE C. YOUNG II                            By:
    ---------------------                               -----------------------

Name: ROSCOE C. YOUNG II                             Name:
      ------------------                                  ---------------------

Title: PRESIDENT                                     Title:
       ---------                                           --------------------

Date: 9-29-00                                        Date:
      -------                                             ---------------------


                                       3