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                                                                  Exhibit 3.1(c)

                         NATIONAL WIRELESS HOLDINGS INC.
                              AMENDMENT TO BY-LAWS

         On February 10, 2000 by action of the Board of Directors, Section 2.03
of the Corporation's By-Laws was amended in its entirety to read as follows:

         "Section 2.03. ELECTION AND TERM OF DIRECTORS. The Directors shall be
appointed initially by the incorporator. All members of the Board of Directors
shall be classified, with respect to the time for which they each hold office,
into three classes, as nearly equal in number as possible, as determined by the
incorporator or incorporators. One class shall originally be elected for an
initial one year term expiring at the annual meeting of stockholders to be held
in 1998, another class shall be originally elected for an initial two year term
expiring at the annual meeting of stockholders to be held in 1999, and another
class shall be originally elected for an initial three year term expiring at the
annual meeting of stockholders to be held in 2000, with each member of each
class to hold office until a successor is elected and qualified or until his
earlier resignation or removal. Thereafter, at each annual meeting of
stockholders, the successors of the class of directors whose term expires at
that meeting shall be elected to hold office for a three year term until their
successors are elected and qualified or until their earlier resignation or
removal. If the annual meeting for the election of Directors is not held on the
date designated therefor, the Directors shall cause the meeting to be held as
soon thereafter as convenient. At each meeting of the stockholders for the
election of Directors, provided a quorum is present, the Directors shall be
elected by a plurality of the votes validly cast in such election.

         Any director may resign at any time upon written notice to the
corporation. Except as the General Corporation Law of the State of Delaware (the
"General Corporation Law") may otherwise require, in the interim between annual
meetings of stockholders or of special meetings of stockholders called for the
election of directors and/or for the removal of one or more directors and for
the filling of any vacancy in that connection, newly created directorships and
any vacancies in the Board of Directors, including unfilled vacancies resulting
from the removal of directors for cause, shall be filled by the vote of a
majority of the remaining directors then in office, although less than a quorum,
or by the sole remaining directors. In the event of a newly created
directorship, any director elected in accordance with the preceding clause shall
hold office for the remainder of the full term of the class of directors having
the longest remaining term at the time of the election and until such director's
successor shall have been elected and qualified. In the event of a vacancy, any
director elected in accordance with the preceding clause shall hold office for
the remainder of the full term of the class of directors in which the vacancy
occurred and until such director's successor shall have been elected and
qualified. No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.

         Except as otherwise provided in or fixed by or pursuant to the
corporation's Certificate of Incorporation, nominations for the election of
directors may be made by the Board of Directors


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or by any stockholder entitled to vote in the election of directors generally.
However, such stockholders may nominate one or more persons for election as
director or directors at a stockholders' meeting only if written notice of
intent to make such nomination or nominations has been given either by personal
delivery or by mail to the Secretary of the Corporation not less than 90 days
before the meeting of stockholders at which such election is held. Each such
notice shall state (a) the name and address of the stockholder who intends to
make the nomination and of the person or persons to be nominated; (b) a
representation that the stockholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice; (c) a description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the nominee proposed by such stockholder as would be required to be included in
a proxy statement filed pursuant to the proxy rules of the Securities and
Exchange Commission, had the nominee been nominated, or intended to be
nominated, by the Board of Directors; and (e) the consent of each nominee to
serve as a director of the corporation if so elected. The chairman of the
meeting may refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedure."


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