Exhibit 10(a)(3)

                         VANGUARD CELLULAR SYSTEMS, INC.
                        AMENDMENT TO EMPLOYMENT AGREEMENT


      AMENDMENT, made and entered into as of the 21st day of September, 1998 to
Employment Agreement dated as of the 1st day of March, 1995 (the "Original
Agreement"), by and between Vanguard Cellular Systems, Inc., a North Carolina
corporation (the "Company"), and L. Richardson Preyer, Jr. (the "Employee").

      WHEREAS, the Original Agreement contains a noncompetition covenant
generally providing that the Employee will not for a term of one year following
termination of his employment with the Company compete with the Company; and

      WHEREAS, since 1995 the telecommunications industry has dramatically
changed such that the language of the noncompetition agreement is now overly
broad;

      WHEREAS, the parties wish to revise the noncompetition in a manner that
will protect the Company while not inappropriately limiting the activities of
the Employee;

      NOW, THEREFORE, it is agreed as follows:

      1. Section 9(a)(i) of the Original Agreement is hereby amended to read in
its entirety as follows:

            "(i) He will not, directly or indirectly, own any interest in,
      manage, operate, control, be employed by, render consulting or advisory
      services to, or participate in or be connected with the management or
      control of any business that is then engaged in the operation of a
      cellular telephone or paging system (or any competitive communication
      system then operated by the Company) in substantial competition with the
      Company in the Territory if the involvement or services of the Employee
      with such business relates to its operations located within the
      Territory;"

      2. Except as amended hereby, the Original Agreement shall remain in full
force and effect.

      IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first above written.

                              VANGUARD CELLULAR SYSTEMS, INC.



                              By:  /s/ Stephen R. Leeolou                 
                                 -------------------------
                                   Stephen R. Leeolou
                                   President


                                   /s/ L. Richardson Preyer, Jr.          
                                 -------------------------------
                                   L. Richardson Preyer, Jr.