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                                                                  EXHIBIT 10.3.1

                  AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
                  -------------------------------------------

     This AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT is made as of the 22nd day
of September, 1998 by and between GALLATIN RIVER COMMUNICATIONS, L.L.C., a
Delaware limited liability company ("Buyer"), MADISON RIVER TELEPHONE COMPANY,
L.L.C., a Delaware limited liability company ("Buyer Parent"), CENTRAL TELEPHONE
COMPANY OF ILLINOIS, an Illinois corporation ("Seller"), and CENTEL CORPORATION,
a Kansas corporation ("Seller Parent").

     WHEREAS, Buyer, Buyer Parent, Seller, and Seller Parent have entered into a
certain Asset Purchase Agreement, dated as of April 21, 1998, the ("Asset
Purchase Agreement"), pursuant to which Buyer has agreed to purchase, and Seller
has agreed to sell, the Purchased Assets;

     WHEREAS, Buyer and Seller desire to make certain amendments to the Asset
Purchase Agreement.

     NOW THEREFORE, in consideration of mutual warranties, representations,
covenants, and agreements contained in the Asset Purchase Agreement and herein
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, Purchaser and Seller hereby agree as follows:

Section 1.     Amendments to Asset Purchase Agreement.
               --------------------------------------

        1.1    Certain Computer Equipment.
               --------------------------

        (a)    The following provision is hereby added as Section 6.9 of the
Asset Purchase Agreement:

               "6.9 Certain Computer Equipment.
                ------------------------------

               (a)  Seller agrees to permit Buyer to: (i) take possession of
                    certain computer equipment identified on Schedule 6.9(a)
                    prior to the Closing, (ii) move such equipment out of the
                    Territory, and (iii) place such equipment into service as
                    part of Buyer's computer network; provided, however, that:
                                                      --------  -------
                    (1) Such equipment shall remain the property of the Seller
                        until such time as the Closing occurs.

                    (2) Buyer shall pay all costs and expenses associated with
                        taking possession and moving such equipment, including
                        shipping, handling and installation.

                    (3) Buyer shall clearly mark or tag each piece of such
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                         equipment with the following notice:

                         "Property of Central Telephone Company of Illinois. Do
                         not move, discard, sell, lease, or make any alterations
                         or modifications to this equipment."

                    (4)  Buyer shall keep and maintain such equipment in as good
                         a condition and working order as such equipment is in
                         at the time Buyer takes possession and shall promptly
                         notify Seller of any damage or loss with respect to
                         such equipment, and, after consultation with Seller,
                         shall repair or replace any such damaged or lost
                         equipment.

                    (5)  Buyer shall notify Seller in writing of the exact
                         location where such equipment is installed or used on
                         Buyer's premises.

             (b)    Seller agrees to permit Buyer to: (i) take possession of
                    certain computer equipment. identified on Schedule 6.9(b)
                    prior to the Closing, (ii) move such equipment to other
                    locations within the Territory, and (iii) place such
                    equipment into service as part of Buyer's computer network;
                    provided, however, that:

                    (1)  Such equipment shall remain the property of the Seller
                         until such time as the Closing occurs.

                    (2)  Buyer shall pay all costs and expenses associated with
                         taking possession and moving such equipment, including
                         shipping, handling and installation.

                    (3)  Buyer shall clearly mark or tag each piece of such
                         equipment with the following notice:

                         "Property of Central Telephone Company of Illinois. Do
                         not move, discard, sell, lease, or make any alterations
                         or modifications to this equipment."

                    (4)  Buyer shall keep and maintain such equipment in as good
                         a condition and working order as such equipment is in
                         at the time Buyer takes possession and shall promptly
                         notify Seller of any damage or loss with respect to
                         such equipment, and, after consultation with Seller,
                         shall repair or replace any such damaged or lost
                         equipment.

                    (5)  Buyer shall notify Seller in writing of the exact
                         location where such equipment is installed.
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     (c)  In the event this Agreement is terminated, Buyer shall, at Seller's
          sole option with respect to each separately identified piece of
          equipment on Schedule 6.9(a), either (i) return such equipment, at
          Buyer's sole expense, to the Seller by such shipping arrangements and
          to the location which Seller reasonably requests, or (ii) pay to Buyer
          the amount of cash indicated next to the applicable piece of equipment
          on Schedule 6.9.

     (d)  In the event this Agreement is terminated, Buyer shall return each
          piece of equipment identified on Schedule 6.9(b) that is moved by
          Buyer pursuant to Section 6.9(b), at Buyer's sole expense, to the
          Seller by shipping arrangements and to the location within the
          Territory which Seller requests."

     1.2  Accounts Receivable.
          -------------------

     (a)  The definition of "Accounts Receivable" in Section 13.1 is hereby
deleted in its entirety and the following substituted in lieu thereof.

     "'Accounts Receivable' means all accounts receivable from active end user
     customers billed through Seller's customer record and billing system (CRB),
     which are receivable as a result of goods sold or services provided, or
     billed for, by Seller in connection with the Business other than Excluded
     Accounts Receivable; provided that, for purposes of determining the value
     to be used in the Adjustment Statement and the Pro Forma Adjustment
     Statement for such Accounts Receivable, the value shall be net of an
     allowance for doubtful accounts (which allowance is calculated with respect
     to the accounts included in Accounts Receivable consistent with past
     practice and in accordance with GAAP (which practice is generally described
     on Schedule 13.1(a)). The foregoing definition of Accounts Receivable is
     the basis for the calculation of "Accounts Receivable" in the Pro Forma
     Adjustment Statement and shall be the basis for the calculation of
     "Accounts Receivable" in the Adjustment Statement."

     (b)  The definition of "Excluded Accounts Receivable" in Section 13.1 is
hereby deleted in its entirety and the following substituted in lieu thereof.

     "'Excluded Accounts Receivable' means all accounts receivable, trade
     receivables, notes receivables and other receivables, other than accounts
     receivable from active end user customers billed through Seller's customer
     record and billing system (CRB), including receivables (i) set forth on
     Schedule 13.1(c), (ii) owed by customers of Seller for the receipt of local
     wireline telecommunication services from Seller who on or prior to the
     Closing Date have had their services discontinued or disconnected by
     Seller, (iii) resulting from Excluded Contracts or Multi-Location Equipment
     Contracts, (iv) owed with respect to pay station dial-around calls, (v)
     owed by an Affiliate of Seller, or (vi) owed by interexchange carriers or
     connecting companies."
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     (c)    The following provision is hereby added as Section 1.6(g) of the
Asset Purchase Agreement:

     "(g) trade payables payable in connection, with the Business to
     interexchange carriers and connecting companies."

Section 2.  Miscellaneous.
            --------------

     2.1    Definitions. Capitalized terms used in this Agreement and not
            -----------
otherwise defined herein shall have the meanings ascribed to them in the Asset
Purchase Agreement.

     2.2    Full Force and Effect. All provisions of the Asset Purchase
            ---------------------
Agreement not specifically affected by this Amendment shall remain in full force
and effect without alteration or modification.

     2.3    Counterparts. This Amendment may be executed in counterparts, each
            ------------
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

  IN WITNESS WHEREOF, the parties have signed this Amendment as of the date
first written above.

                              CENTEL CORPORATION

                               By: /s/ DON A. JENSEN
                                   ------------------------------------
                                   Don A. Jensen, Vice President and
                                   Secretary


                              CENTRAL TELEPHONE COMPANY OF ILLINOIS


                               By: /s/ RICHARD D. MCRAE
                                   ------------------------------------
                                   Richard D. McRae, Vice President -
                                   Financial Support


                              MADISON RIVER TELEPHONE COMPANY, LLC

                               By: /s/ J. STEPHEN VANDERWOUDE
                                   -------------------------------------------
                                   Name: J. Stephen Vanderwoude
                                   Title: Chairman & Chief Executive Officer

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                              GALLATIN RIVER COMMUNICATIONS L.L.C.


                               By: /s/ J. STEPHEN VANDERWOUDE
                               -----------------------------------------
                                   Name:  J. Stephen Vanderwoude
                                   Title: Chairman & Chief Executive Officer