CERTIFICATE OF AMENDMENT TO CERTIFICATE
                 OF LIMITED PARTNERSHIP, AS AMENDED TO DATE, OF
                 CELLULAR ONE OF PANAMA CITY, FLORIDA, LIMITED,
                          a Florida Limited Partnership

      THE UNDERSIGNED, desiring to amend the Certificate of Limited Partnership
of CELLULAR ONE OF PANAMA CITY, FLORIDA, LIMITED, a Florida limited partnership
(the "Limited Partnership"), pursuant to Section 620.109 of the Florida Revised
Uniform Limited Partnership Act (1986), hereby states the following:

      (1)   The name of the Limited Partnership is Cellular One of Panama City,
            Florida, Limited.

      (2)   The date of filing of the Certificate of Limited Partnership was
            April 1, 1988. The Certificate of Limited Partnership was amended on
            June 17, 1988.

      (3)   Upon the filing of this Certificate of Amendment, the name of the
            Limited Partnership shall be changed to "PANAMA CITY CELLULAR
            TELEPHONE COMPANY, LTD."

      (4)   The new mailing address for the Limited Partnership is 505 West 15th
            Street, Panama City, Florida 32402.

      The execution of this Certificate of Amendment by the undersigned
constitutes an affirmation under the penalties of perjury that the facts stated
herein are true.

      IN WITNESS WHEREOF, this Certificate of Amendment has been executed by the
undersigned this 9th day of February, 1990.


                                   CELLULAR ONE OF PANAMA CITY, FLORIDA,
                                   LIMITED

                                   By: Milky Way Communications, Inc., 
                                       its General Partner


                                   By: /s/ Brian L. O'Neill
                                       --------------------------------------
                                       Brian L. O'Neill, President

STATE OF FLORIDA               )
                               )   SS:
COUNTY OF HILLSBOROUGH         )

      BEFORE ME, the undersigned officer, a Notary Public authorized to
administer oaths and to take acknowledgments in and for the


State and County set forth above, personally appeared BRIAN L. O'NEILL, as
President of MILKY WAY COMMUNICATIONS, INC., known to me and known by me to be
the person who executed the foregoing Certificate of Amendment, and he
acknowledged to me and before me that he executed this Certificate of Amendment
on behalf of MILKY WAY COMMUNICATIONS, INC.

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal, in the State and County aforesaid, this 9th day of February, 1990.


                                  /s/ [ILLEGIBLE]
                                  -------------------------------------------
                                  Notary Public


                                                          NOTARY PUBLIC,        
                                                          State of Florida      
                                                          My Commission Expires 
                                  My Commission Expires:  June 29, 1991         
                                                          ----------------------


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