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                                                                  EXHIBIT 10.5.1


                The First Amendment to the Employment Agreement


This First Amendment October 8, 1996 is made between Madison River Telephone
Company, LLC ("Holdings") and J. Stephen Vanderwoude, ("Executive") pursuant to
paragraph 11 of the Employment Agreement between Holdings and Executive dated
April 17, 1996 ("Employment Agreement").

1.   The last sentence of Section 3.4 of the Employment Agreement shall be
     amended and restated in its entirety to read as follows:

         "Notwithstanding anything contained herein to the contrary (except for
         (i) the legal fees referred to in Section 8 hereof which shall not
         require further approval and (ii) the costs of the directors and
         officers insurance referred to in Section 13 (b) hereof and other
         insurance (including property and casualty) which is reasonably deemed
         necessary by Executive and is approved by the Board (which approval
         shall not be unreasonably withheld)), prior to the First Acquisition
         Closing Date, Executive is authorized to incur, and shall be
         reimbursed, only for items approved by all of the Institutional
         Investors (as defined in the LOI) (it being understood that the listing
         of such costs in a budget attached to the LOI that has been approved by
         all of the Institutional Investors constitutes approval by all
         Institutional Investors)."

2.   Section 5.5 of the Employment Agreement shall be amended and restated in
     its entirety to read a follows:

         "5.5  Restrictions on Transfer of Incentive Equity.  Other than
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         pursuant to Tag-Along Rights, Registration Rights, and Other Exit
         Rights with respect to his vested Incentive Equity (as such terms are
         defined in the LOI and as such concepts may be incorporated in the
         agreements referred to in Section 5.4), Executive may not transfer his
         Incentive Equity at any time (other than transfers of Incentive Equity
         for estate-planning purposes to immediate family members and trusts
         and/or other vehicles for the benefit of immediate family members)
         without the approval of members of the Board holding a majority of the
         votes of all members of the Board who do not have a pecuniary interest
         in such transfer, which majority shall include approval by members of
         the Board holding a majority of the votes of all of the members of the
         Board designated by the Institutional Investors."

3.   Section 6.1(b)(i) of the Employment Agreement shall be amended by adding
     the following  parenthetical to the end of such Section 6.1 (b) (i):

         "(and not cured after 15 days prior notice to all of the members of the
         Board)."

4.   Section 6.5 of the Employment Agreement shall be amended and restated to
     read as follows:

         "6.5  Termination Prior to First Acquisition Closing Date.
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     Notwithstanding anything in this Agreement to the contrary, in the event
     that the enterprise contemplated by the LOI is abandoned or otherwise
     terminated in accordance with the terms of the LOI prior to the First
     Acquisition Closing Date (such date being referred to herein as the "LOI
     Termination Date"), then Executive shall not be entitled to any amounts
     pursuant to Section 3 (other than accrued and unpaid amounts

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         through the LOI Termination Date pursuant to Section 3.4), Section 4 or
         this Section 6, other than salary and benefits accrued but unpaid as of
         the LOI Termination Date."

5.   The last sentence of Section 14 of the Employment Agreement shall be
     amended and restated to read as follows:

          "Prior to all of the Institutional Investors becoming a party to the
          LLC Agreement, (i) all references to an action, decision,
          determination or approval of the Board shall only be made with the
          prior consent of all of the Institutional Investors and (ii) all of
          the Institutional Investors shall be a third party beneficiary under
          this Agreement."

All other provisions of the Employment Agreement remain in full force and
effect.

IN WITNESS WHEREOF, Executive and Holdings have caused this First Amendment to
the Employment Agreement to be executed as of the date first written above.


                         Madison River Telephone Company, LLC


                         by: Paul H. Sunu
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                             J. Stephen Vanderwoude
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                         Executive