Exhibit 4.4
  

                   AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT
  
  
           Amendment No. 2 dated as of November 17, 1998 (the "Amendment"),
 between CELLULAR COMMUNICATIONS OF PUERTO RICO, INC., a Delaware
 corporation (the "Company"), and CONTINENTAL STOCK TRANSFER & TRUST
 COMPANY, a New York corporation (the "Rights Agent"). 
  
           WHEREAS, the Company and the Rights Agent entered into a Rights
 Agreement, dated as of January 24, 1992 (the "Rights Agreement"); and 
  
           WHEREAS, the Distribution Date (as defined in the Rights
 Agreement) has not occurred, and that accordingly, the Company and Rights
 Agent hereby amend the Rights Agreement in accordance with Section 27
 thereof. 
  
           NOW, THEREFORE, in consideration of the premises and mutual
 agreements set forth in the Rights Agreement and this Amendment, the
 parties hereby agree as follows: 
  
           Section 1.     Amendment to Definition of "Acquiring Person". 
 The text of Section 1(a) of the Rights Agreement is deleted in its entirety
 and replaced with the following language: 
  
           ""Acquiring Person" shall mean any Person who or which,
      together with all Affiliates and Associates of such Person,
      shall, after the date of Stock Distribution, be the Beneficial
      Owner of 18% or more of the shares of PRCO Common Stock then
      outstanding, but shall not include the Company, any Subsidiary of
      the Company, any employee benefit plan of the Company or of any
      Subsidiary of the Company, or any Person or entity organized,
      appointed or established by the Company for or pursuant to the
      terms of any such plan." 
  
           Section 2.     Amendment to Issue of Rights Certificates.  In
 Section 3(a), the clause reading: 
  
           "if upon consummation thereof, such Person would be the
      Beneficial Owner of 15% or more of the shares of PRCO Common
      Stock then outstanding"  

           is amended to read as follows: 
  
           "if upon consummation thereof, such Person would be the
      Beneficial Owner of 18% or more of the shares of PRCO Common
      Stock then outstanding". 
  
           Section 3.     Amendment to Adjustment of Purchase Price, Number
 and Kind of Shares or Number of Rights.  In Section 11 (a) (ii), the clause
 reading: 
  
           "become the Beneficial Owner of 15% or more of the shares of
      Common Stock then outstanding, unless the event causing the 15%
      threshold to be crossed is a transaction set forth in Section 13
      (a) hereof" 
  
           is amended to read as follows: 
  
           "become the Beneficial Owner of 18% or more of the shares of
      Common Stock then outstanding, unless the event causing the 18%
      threshold to be crossed is a transaction set forth in Section 13
      (a) hereof". 
  
           Section 4.     Rights Agreement as Amended.  The term "Agreement"
 as used in the Rights Agreement shall be deemed to refer to the Rights
 Agreement as amended hereby.  The foregoing amendments shall be effective
 as of the date hereof and, except as set forth herein, the Rights Agreement
 shall remain in full force and effect and shall be otherwise unaffected
 hereby. 
  
           Section 5.     Counterparts.  This Amendment may be executed in
 any number of counterparts, and each of such counterparts shall for all
 purposes be deemed an original, but all such counterparts shall together
 constitute but one and the same instrument. 
  
           Section 6.     Governing Law.  This Amendment shall be deemed to
 be a contract made under the laws of the State of Delaware and for all
 purposes shall be governed by and construed in accordance with the laws of
 such State applicable to contracts made and to be performed entirely within
 such State. 
  
           Section 7.     Descriptive Headings.  Descriptive headings of the
 several Sections of this Agreement are inserted for convenience only and
 shall not control or affect the meaning or construction of any provisions
 hereof. 

      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
 be duly executed as of the date first above written. 
  
  
 Attest:                       CELLULAR COMMUNICATIONS OF 
                               PUERTO RICO, INC. 
  
  
  
 ______________________        By _________________________________ 
 Name:                             Name:  Richard J. Lubasch 
 Title:                            Title: Senior Vice President - General
 Counsel 
  
  
  
 Attest:                       CONTINENTAL STOCK  
                               TRANSFER & TRUST COMPANY  
                               As Rights Agent 
                           
                           
                           
                           
 ______________________        By _________________________________ 
 Name:                              Name:   
 Title:                             Title: