EXHIBIT 10.2


                     FIRST AMENDMENT TO AMENDED AND RESTATED
                       SPRINT TRADEMARK LICENSE AGREEMENT

         This First Amendment to Amended and Restated Sprint  Trademark  License
Agreement (the "First Amendment"),  made as of the 26th day of September,  1996,
by and between Sprint  Communications  Company,  L.P.  ("Licensor"),  and Sprint
Spectrum Holding Company,  L.P. (formerly known as MajorCo,  L.P.) ("Licensee"),
amends the AMENDED AND RESTATED SPRINT TRADEMARK LICENSE AGREEMENT dated January
31, 1996 (the "Sprint Trademark License Agreement"), as outlined below.

         1.  The  definition  of  "Licensed  Mark" is  amended  to  include  the
trademarks SPRINT PCS and SPRINT PERSONAL COMMUNICATIONS SERVICE.

         2. Additionally,  Licensor grants Licensee a limited license to use the
tradename  SPRINT  SPECTRUM as its  corporate  name.  The Parties agree that the
SPRINT SPECTRUM name will not be used for marketing or promotional purposes.

         3. The Parties agree that the representations and warranties  contained
in Paragraph  6.1(b) of the Sprint Trademark  License  Agreement do not apply to
the tradename SPRINT SPECTRUM.

         4. The provisions of the Sprint Trademark  License Agreement as amended
by this  First  Amendment  sets  forth the entire  agreement  and  understanding
between the Parties as to the subject  matter  hereof and  supersedes  all prior
agreements,  oral or  written,  and other  communication  between  the  Parties,
relating to the subject matter hereof.

         5. Except as expressly  amended by this First Amendment,  all terms and
provision of the SPRINT TRADEMARK  LICENSE  AGREEMENT shall remain in full force
and effect.

                                    LICENSOR

                                    SPRINT COMMUNICATIONS COMPANY L.P.


                                    By: /s/ Don A. Jensen
                                    Name: Don A. Jensen
                                    Title: Vice President - Law

                                    LICENSEE

                                    SPRINT SPECTRUM HOLDING COMPANY, L.P.


                                    By: /s/Joseph M. Gensheimer
                                    Name: Joseph M. Gensheimer
                                    Title: General Counsel