AMERICAN CELLULAR CORP /DE/
<DOCUMENT>
<TYPE>EX-10.3.1
<SEQUENCE>3
<FILENAME>aropagmtadd.txt
<TEXT>
              Addendum to Amended and Restated Operating Agreement


*    The  addendum  consists  of a schedule  of pricing  terms to the  Operating
     Agreement. The schedule constitutes confidential information which has been
     omitted and filed separately with the Securities and Exchange Commission.

</TEXT>
</DOCUMENT>
