MADISON RIVER CAPITAL LLC
EXHIBIT 10.1.4 AMENDED SHAREHOLDERS AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex1014.txt
<DESCRIPTION>EXHIBIT 10.1.4 AMENDED SHAREHOLDERS AGREEMENT
<TEXT>
<PAGE>
                                                                Exhibit 10.1.4

                               AMENDMENT NO. 1 TO
                             SHAREHOLDERS AGREEMENT
                          COASTAL COMMUNICATIONS, INC.


       THIS AMENDMENT NO. 1 TO SHAREHOLDERS AGREEMENT (this "Amendment")
entered into effective this 10th day of April, 2002, by and among Coastal
Communications, Inc., a Delaware corporation (the "Company"), and the persons
indicated on Exhibit A hereto (individually a "Shareholder") and collectively
the "Shareholders").  Capitalized terms used but not defined herein shall
have the meanings set forth in the Shareholders Agreement (as defined below).

                                    RECITALS

       WHEREAS, the Company and the Shareholders, other than Madison
River Telephone Company, LLC ("MRTC"), have entered into that certain
Shareholders Agreement, dated as of March 30, 2000 (the "Shareholders
Agreement");

       WHEREAS, the Shareholders (other than Madison River LTD Funding
Corp.) have entered into that certain Exchange Agreement, dated as of April
5, 2002, pursuant to which, concurrently with the execution of this
Amendment, Daniel M. Bryant ("D. Bryant"), G. Allan Bryant ("G. Bryant") and
The Michael E. Bryant Life Trust (the "Trust", and together with D. Bryant
and G. Bryant, the "Bryant Shareholders") each transferred (i) all of his/its
Series B Stock and 40 shares each of his/its Series A Stock to MRTC for (x)
those certain Term Note Nos. 1, 2 and 3 issued by MRTC, each in the principal
amount of $6,666,666.67 and (y) 18 million Class A Member Units in MRTC
issued at $1 per unit and (ii) 10 shares of Series A Stock to CCI for
$333,333.33 each;

       WHEREAS, the Shareholders and the Company wish to amend the
Shareholders Agreement;

       NOW, THEREFORE, in consideration of the premises, the mutual
promises of the parties hereto and the mutual benefits to be gained by the
performance thereof, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company, for its
successors and permitted assigns, and the Shareholders, for themselves, their
heirs, personal representatives and permitted assigns, hereby agree as
follows:

       1.  Exhibit A to the Shareholders Agreement is hereby amended
and restated in its entirety as set forth on Exhibit A to this Amendment to
reflect the issued and outstanding shares of Stock owned by the Shareholders
as of the date of this Amendment.

       2.  Section 1.23 of the Shareholders Agreement is amended and
restated in its entirety as follows:

           1.23   [Reserved]

                                        1
<PAGE>

       3.  Section 3.06 of the Shareholders Agreement is amended and
restated in its entirety as follows:

           3.06  Series A Call Right.  The Company may at any time
       require the Bryant Shareholders to sell their Series A Stock to
       the Company, in whole or in part, in redemption of such Series A
       Stock (a "Series A Call Right") by the Company's making payment
       to the Bryant Shareholders in the amount of $33,333.33 per share
       of Series A Stock so redeemed.  A Series A Call Right shall be
       exercised by the Company's giving written notice thereof to the
       Bryant Shareholders in accordance with the provisions of Section
       6.02 and by making payment for such Series A Stock within 10 days
       of providing such notice.

       4.  Section 3.07 of the Shareholders Agreement is hereby
amended and restated in its entirety as follows:

           3.07  Series A Put Right.

           (a)  The Bryant Shareholders may require the Company to
           purchase their Series A Stock in accordance with the
           schedule set forth on Exhibit C (each, a "Series A Put
           Right").  A Series A Put Right shall be exercised by the
           Bryant Shareholders giving written notice thereof to the
           Company, with a copy to the Series C Shareholder, in
           accordance with the provisions of Section 6.02.  Upon the
           exercise of a Series A Put Right, the Company shall redeem
           the applicable Series A Stock by making payment to the
           Bryant Shareholders in the amount of $33,333.33 per share
           of Series A Stock so redeemed within 10 days of receiving
           the written notice in connection therewith.

           (b)  A Series A Put Right may be exercised during a valid
           exercise period set forth in Exhibit C only by the majority
           consent of the Bryant Shareholders, and the exercise of a
           Series A Put Right under this Section 3.07(b) shall be
           binding on all Bryant Shareholders and permitted
           transferees under Section 3.01 of the Shareholders
           Agreement.

       5.  Section 3.08 of the Shareholders Agreement is hereby
amended and restated in its entirety as follows:

           3.08   [Reserved]

       6.  Section 6.17 of the Shareholders Agreement is hereby
amended and restated in its entirety as follows:

           6.17   [Reserved]

       7.  Exhibit B of the Shareholders Agreement is hereby deleted
in its entirety.

       8.  This Amendment shall be subject to and shall be governed by
and construed in accordance with the laws of the State of Delaware, without
giving effect to the principles of conflicts of law thereof.

                                        2
<PAGE>

       9.  This Amendment may be executed in counterparts, each of
which shall be deemed an original hereof but all of which together constitute
one and the same instrument.

       10.  Except as expressly set forth herein, the Amendment shall
not by implication or otherwise alter, modify, amend or in any way affect any
of the terms, conditions, obligations, covenants or agreements contained in
the Shareholders Agreement, all of which are ratified and affirmed in all
respects and shall continue in full force and effect.


                     [The next page is the signature page.]

























                                        3

<PAGE>

       IN WITNESS WHEREOF, the Company and the Shareholders have executed this
Amendment effective as of the date and year first above written.


                                       COMPANY:
                                       --------
                                       COASTAL COMMUNICATIONS, INC.

                                       By:     J. STEPHEN VANDERWOUDE
                                             ---------------------------------
                                       Name:   J. Stephen Vanderwoude
                                             ---------------------------------
                                       Title: Chief Executive Officer
                                             ---------------------------------

                                       SHAREHOLDERS:
                                       -------------
                                       MADISON RIVER LTD FUNDING CORP.

                                       By:     J. STEPHEN VANDERWOUDE
                                             ---------------------------------
                                       Name:   J. Stephen Vanderwoude
                                             ---------------------------------
                                       Title: Chief Executive Officer
                                             ---------------------------------


                                       MADISON RIVER TELEPHONE COMPANY, LLC

                                       By:     J. STEPHEN VANDERWOUDE
                                             ---------------------------------
                                       Name:   J. Stephen Vanderwoude
                                             ---------------------------------
                                       Title: Chief Executive Officer
                                             ---------------------------------


                                       DANIEL M. BRYANT    (SEAL)
                                       ---------------------------------------
                                       Daniel M. Bryant


                                       G. ALLAN BRYANT    (SEAL)
                                       ---------------------------------------
                                       G. Allan Bryant


                                       MICHAEL E. BRYANT LIFE TRUST

                                       By:  DANIEL M. BRYANT
                                          ------------------------------------
                                           Co-Trustee for Michael E. Bryant

                                       By:  G. ALLAN BRYANT
                                          ------------------------------------
                                           Co-Trustee for Michael E. Bryant

                                       By:  THOMAS RATCLIFFE, JR.
                                          ------------------------------------
                                           Co-Trustee for Michael E. Bryant

                                        4

<PAGE>

                                   Exhibit A

                            SHAREHOLDERS AGREEMENT

                     ISSUED AND OUTSTANDING CAPITAL STOCK

                                     AS OF

                                 April 10, 2002

<TABLE>
<CAPTION>
Name of Shareholder     Address                       Number of Shares         Series of Stock
-------------------     ---------------------------   ----------------         ---------------
<S>                     <C>                           <C>                      <C>
Daniel M. Bryant        P.O. Box 280                     50 Shares                Series A
                        Hinesville, Georgia 31310


G. Allan Bryant         P.O. Box 899                     50 Shares                Series A
                        Allenhurst, Georgia 31301


The Michael E. Bryant   C/o Thomas J. Ratcliffe, Jr.     50 Shares                Series A
Life Trust              P.O. Box 969
                        Hinesville, Georgia 31313


Madison River LTD       103 South Fifth Street          2,700 Shares              Series C
Funding Corp.           Mebane, NC 27302


Madison River Telephone 103 South Fifth Street          120 Shares                Series A
Company, LLC            Mebane, NC 27302                300 Shares                Series B


Coastal Communications, 103 South Fifth Street           30 Shares                Series A
Inc.                    Mebane, NC 27302                 Redeemed
</TABLE>

<PAGE>
                                   Exhibit C

                          SERIES A PUT RIGHT SCHEDULE

<TABLE>
<CAPTION>
          Name of Shareholder         Number of Shares of Series A Stock
   --------------------------------   ----------------------------------
   <S>                                 <C>
      Daniel M. Bryant                 10 shares - May 31, 2003
                                       10 shares - June 30, 2004
                                       10 shares - July 31, 2005
                                       10 shares - August 31, 2006
                                       10 shares - September 30, 2007

      G. Allan Bryant                  10 shares - May 31, 2003
                                       10 shares - June 30, 2004
                                       10 shares - July 31, 2005
                                       10 shares - August 31, 2006
                                       10 shares - September 30, 2007

The Michael E. Bryant Life Trust       10 shares - May 31, 2003
                                       10 shares - June 30, 2004
                                       10 shares - July 31, 2005
                                       10 shares - August 31, 2006
                                       10 shares - September 30, 2007
</TABLE>


</TEXT>
</DOCUMENT>
