EXHIBIT 10.39


                                HORIZON PCS, INC.
                               68 East Main Street
                             Chillicothe, Ohio 45601

                                 March 16, 2005


Michael Derringer
c/o Horizon PCS, Inc.
68 East Main Street
Chillicothe, Ohio 45601

Dear Mike:

            This letter ("Letter Agreement") sets forth our understanding
regarding an amendment to be made to your Employment Agreement, by and between
Horizon PCS, Inc. (the "Company") and yourself, effective as of the effective
date of the Joint Plan of Reorganization for Horizon PCS, Inc., Horizon Personal
Communications, Inc. and Bright Personal Communications Services, LLC Under
Chapter 11 of the Bankruptcy Code (the "Employment Agreement"). All capitalized
terms not defined herein shall have the same meaning as your Employment
Agreement.

            In consideration of your continued employment with the Company and
for other good and valuable consideration the sufficiency of which is hereby
acknowledged, Section 6 of the Employment Agreement is amended to insert a new
subsection (e) which shall provide the following:

            (e) Section 280G Safe Harbor Cap. In the event it shall be
      determined that any payment or distribution or any part thereof of any
      type to or for the benefit of Executive whether pursuant to the Agreement
      or any other agreement between Executive and either the Company, any
      affiliate thereto, or any person or entity that acquires ownership or
      effective control of the Company or ownership of a substantial portion of
      Company's assets (within the meaning of Section 280G of the Internal
      Revenue Code of 1986, as amended, and the regulations thereunder (the
      "Code")) whether paid or payable or distributed or distributable pursuant
      to the terms of the Agreement or any other agreement, (the "Total
      Payments"), is or will be subject to the excise tax imposed by Section
      4999 of the Code (the "Excise Tax"), then the Total Payments shall be
      reduced to the maximum amount that could be paid to Executive without
      giving rise to the Excise Tax (the "Safe Harbor Cap"), if the net
      after-tax payment to Executive after reducing Executive's Total Payments
      to the Safe Harbor Cap is greater than the net after-tax (including the
      Excise Tax) payment to Executive without such reduction. The reduction of
      the amounts payable hereunder, if applicable, shall be made by reducing
      first the payment made pursuant to the Agreement and then to any other
      agreement that triggers such Excise Tax, unless an alternative method of
      reduction is elected by Executive. All mathematical determinations, and
      all

      determinations as to whether any of the Total Payments are "parachute
      payments" (within the meaning of Section 280G of the Code), that are
      required to be made under this Section 6(e), including determinations as
      to whether the Total Payments to Executive shall be reduced to the Safe
      Harbor Cap and the assumptions to be utilized in arriving at such
      determinations, shall be made by a nationally recognized accounting firm
      selected by the Company (the "Accounting Firm"). If the Accountant
      determines that the Total Payments to Executive shall be reduced to the
      Safe Harbor Cap (the "Cutback Payment") and it is established pursuant to
      a final determination of a court or an Internal Revenue Service (the
      "IRS") proceeding which has been finally and conclusively resolved, that
      the Cutback Payment is in excess of the limitations provided in Section
      6(e) (hereinafter referred to as an "Excess Payment"), such Excess Payment
      shall be deemed for all purposes to be an overpayment to Executive made on
      the date such Executive received the Excess Payment and Executive shall
      repay the Excess Payment to the Company on demand; provided, however, if
      Executive shall be required to pay an Excise Tax by reason of receiving
      such Excess Payment (regardless of the obligation to repay the Company),
      Executive shall not be required to repay the Excess Payment (if Executive
      has already repaid such amount, Company shall refund the amount to the
      Executive), and the Company shall pay Executive an amount equal to the
      difference between the Total Payments and the Shortfall Cap.

            Except as otherwise provided for herein, your Employment Agreement
shall remain in full force and effect.

            If you are in agreement with the terms set forth in this Letter
Agreement, please execute both copies and return one to the address set forth
above.

                                          HORIZON PCS, INC.


                                          By:   /s/ William A. McKell
                                             ---------------------------------


Agreed to and accepted on this 16th day of March, 2005 by:

/s/ Michael Derringer
- ---------------------