EXHIBIT 3.5

                                 STATE OF ALASKA
                DEPARTMENT OF COMMUNITY AND ECONOMIC DEVELOPMENT
                DIVISION OF BANKING, SECURITIES AND CORPORATIONS

                                   CERTIFICATE
                                       OF
                                    AMENDMENT

                              BUSINESS CORPORATION

The undersigned, as Commissioner of Community and Economic Development of the
State of Alaska, hereby certifies that Articles of Amendment to the Articles of
Incorporation, duly signed and verified pursuant to the provisions of the Alaska
Corporations Code, have been received in this office and have been found to
conform to law.

ACCORDINGLY, the undersigned, as Commissioner of Community and Economic
Development, and by virtue of the authority vested in me by law, hereby issues
this Certificate of Amendment to the Articles of Incorporation of

                   TELEPHONE UTILITIES OF THE NORTHLAND, INC.

and attaches hereto the original copy of the Articles of Amendment changing the
corporate name to

                           ACS OF THE NORTHLAND, INC.

                                    IN TESTIMONY WHEREOF, I execute this
                                    certificate and affix the Great Seal of the
                                    State of Alaska on JANUARY 28, 2000.

                                    /s/ Deborah B. Sedwick
                                    Deborah B. Sedwick
                                    Commissioner of Community
                                    and Economic Development



                                                            Filed for Record
                                                             State of Alaska

                                                              JAN 28 2000

                                                        Department of Community
                                                        And Economic Development

                              ARTICLES OF AMENDMENT
                                       OF
                   TELEPHONE UTILITIES OF THE NORTHLAND, INC.

                  Pursuant to AS 10.06.502, et seq., Telephone Utilities of the
Northland, Inc., hereby adopts the following Articles of Amendment to the
Articles of Incorporation.

                                   ARTICLE 1.

                  The name of the Corporation is Telephone Utilities of the
Northland, Inc.

                                   ARTICLE 2.

                  The amendment adopted is to change the name of the Corporation
to ACS of the Northland, Inc.

                                   ARTICLE 3.

                  The Board of Directors of the Corporation approved the
amendment on the 19th day of January, 2000. The sole shareholder of the
Corporation approved the amendment on the 19th day of January, 2000.

                                   ARTICLE 4.

                  There are 20,958 shares outstanding in the Corporation, and
20,958 shares entitled to vote.

                                   ARTICLE 5.

                  There are 20,958 outstanding shares in the Corporation. ALEC
Acquisition Sub Corp., owner of 20,958 voted for the amendment.

                  DATED this 19th day of January, 2000.

                                        TELEPHONE UTILITIES OF THE
                                        NORTHLAND, INC.

                                        By: /s/ Wesley E. Carson
                                            ----------------------
                                        Its: President

ARTICLES OF AMENDMENT  Page 1



                                        By: /s/ Donn T. Wonnell
                                            ---------------------------
                                        Its: Secretary

STATE OF ALASKA             )
                            ) ss:
THIRD JUDICIAL DISTRICT     )

         We, Wesley E. Carson and Donn T. Wonnell, say on oath or affirm that we
are the President and Secretary, respectively, of TELEPHONE UTILITIES OF THE
NORTHLAND, INC., and are authorized to act on behalf of said corporation. We
have read the foregoing document and believe all statements made in the document
are true.

                                        /s/ Wesley E. Carson
                                        ----------------------------------------
                                        Wesley E. Carson

                                        /s/ Donn T. Wonnell
                                        ----------------------------------------
                                        Donn T. Wonnell

         SUBSCRIBED and SWORN TO before me by Wesley Carson this 19th day of
January, 2000.

                                        /s/ Tiffany L. Dunn
                                        ----------------------------------------
                                        Notary Public in and for Alaska
                                        My commission expires: 11-3-02

         SUBSCRIBED and SWORN TO before me by Donn T. Wonnell this 19th day of
January, 2000.

                                        /s/ Tiffany L. Dunn
                                        ----------------------------------------
                                        Notary Public in and for Alaska
                                        My commission expires: 11-3-02

                                        ARTICLES OF AMENDMENT  Page 2