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                                                                   EXHIBIT 10.36


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                                                                  EXECUTION COPY

                                    AMENDMENT NO. 1 dated as of March 15, 2002
                           (this "Amendment"), to the FIVE-YEAR COMPETITIVE
                           ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT dated
                           as of March 23, 2001, (the "Credit Agreement"), among
                           AT&T WIRELESS SERVICES, INC., a Delaware corporation
                           (the "Borrower"); the Lenders (as defined therein);
                           JPMORGAN CHASE BANK, (formerly known as THE CHASE
                           MANHATTAN BANK) ("JPMCB") and BANK OF AMERICA, N.A.,
                           as administrative agents for the Lenders; JPMCB, as
                           paying agent for the Lenders (in such capacity, the
                           "Paying Agent"); and MERRILL LYNCH CAPITAL
                           CORPORATION and CITIBANK, N.A., as syndication
                           agents.

                      A. Pursuant to the terms and subject to the conditions
contained in the Credit Agreement, the Lenders have extended, and have agreed to
extend, credit to the Borrower.

                      B. The Borrower has requested that the Credit Agreement be
amended as set forth herein.

                      C. The Required Lenders are willing so to amend the Credit
Agreement pursuant to the terms and subject to the conditions set forth herein.

                      D. Capitalized terms used but not otherwise defined herein
shall have the meanings assigned to them in the Credit Agreement.

                  Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the parties hereto agree as follows:

                  SECTION 1. Amendment to the Credit Agreement. Section 6.01(g)
of the Credit Agreement is hereby amended by deleting "$1,000,000,000" set forth
therein and substituting therefor "$1,500,000,000".

                  SECTION 2. Representations and Warranties. To induce the other
parties hereto to enter into this Amendment, the Borrower represents and
warrants to each other party hereto that, after giving effect to this Amendment,
(a) the representations and warranties set forth in Article III of the Credit
Agreement are true and correct in all material respects on and as of the date
hereof, except to the extent such representations and warranties expressly
relate to an earlier date and (b) no Default or Event of Default has occurred
and is continuing.

                  SECTION 3. Effectiveness. This Amendment shall become
effective as of the date first written above at such time as the Paying Agent
shall have received counterparts of this Amendment that, when taken together,
bear the signatures of the Borrower and the Required Lenders.

                  SECTION 4. Effect of Amendment. Except as expressly set forth
herein, this Amendment shall not by implication or otherwise limit, impair,
constitute a waiver of,

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or otherwise affect the rights and remedies of the Lenders, the Agents, or the
Borrower under the Credit Agreement, as amended by this Amendment, or any other
Loan Document, and shall not alter, modify, amend or in any way affect any of
the terms, conditions, obligations, covenants or agreements contained in the
Credit Agreement, as amended by this Amendment, or any other Loan Document, all
of which are ratified and affirmed in all respects and shall continue in full
force and effect. Nothing herein shall be deemed to entitle the Borrower to a
consent to, or a waiver, amendment, modification or other change of, any of the
terms, conditions, obligations, covenants or agreements contained in the Credit
Agreement, as amended by this Amendment, or any other Loan Document in similar
or different circumstances. This Amendment shall apply and be effective only
with respect to the provisions of the Credit Agreement specifically referred to
herein. After the date hereof, any reference to the Credit Agreement shall mean
the Credit Agreement as modified hereby. This Amendment shall constitute a Loan
Document for all purposes of the Credit Agreement and the other Loan Documents.

                  SECTION 5. Counterparts. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all such counterparts constitute but one and the same instrument. Delivery of
any executed counterpart of a signature page of this Amendment by facsimile
transmission shall be effective as delivery of a manually executed counterpart
hereof.

                  SECTION 6. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                  SECTION 7. Expenses. The Borrower agrees to reimburse the
Paying Agent for its reasonable out-of-pocket expenses in connection with this
Amendment, including the reasonable fees, charges and disbursements of Cravath,
Swaine & Moore, counsel for the Paying Agent.

                  SECTION 8. Headings. The headings of this Amendment are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof.

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                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their duly authorized officers, all as of the
date and year first above written.

                                      AT&T WIRELESS SERVICES, INC.,

                                       by ____________________________
                                        Name:
                                        Title:

                                      JPMORGAN CHASE BANK, individually and
                                      as an Agent,

                                       by ____________________________
                                        Name:
                                        Title:

                                      BANK of AMERICA, N.A., individually and as
                                      an Agent,

                                       by ____________________________
                                        Name:
                                        Title:

                                      MERRILL LYNCH CAPITAL CORPORATION,
                                      individually and as a syndication agent,

                                       by _____________________________
                                        Name:
                                        Title:

                                      CITIBANK, N.A., individually and as a
                                      syndication agent,

                                       by ______________________________
                                        Name:
                                        Title:

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                                          SIGNATURE PAGE TO AMENDMENT NO. 1
                                          DATED AS OF MARCH 15, 2002, TO THE
                                          AT&T WIRELESS SERVICES, INC. FIVE-YEAR
                                          COMPETITIVE ADVANCE AND REVOLVING
                                          CREDIT FACILITY AGREEMENT DATED AS
                                          OF MARCH 23, 2001

NAME OF LENDER:______________________________

              by_____________________________
                Name:
                Title: