EXHIBIT 10.15a

            ADDENDA TO THE ASSET CONTRIBUTION AGREEMENT
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ADDENDUM 1:  As amended in Page 3 and Tab C10 of the First
Supplement to the Comprehensive Application dated September 26,
2000 in Docket No. 137-NC-100:

           SECTION 3.5  Contracts.
                        ----------

           (a)  The   Contributor   shall  assign  to  ATCLLC,   in
      substantially  the form of the assignment  attached hereto as
      Exhibit 3.5(a), all contracts  necessary for the operation of
      the  Contributed   Assets  (excluding  those  being  used  by
      Contributor  to continue to provide  future goods or services
      to  ATCLLC  under an  interconnection  or  other  agreement),
      together with any  contracts  relating to  Transmission  Only
      Transmission   Lines  and  Transmission   Only   Transmission
      Substations,  excluding,  however,  any  Existing  Attachment
      Agreements (collectively,  the "Contracts"),  which Contracts
      are listed on Schedule 3.5(b).

           (b)  ATCLLC  and the  Contributor  shall  execute a separate
      Attachment Agreement that will govern the treatment of Contributor's
      existing contracts for pole attachments and fiber-optic-cable attachments.
      Contributor's existing contracts for pole attachments and fiber optic
      cable attachments are listed on Schedule 3.5(b).

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ADDENDUM 2:  As amended in Paragraph 5 of Attachment B of the
First Supplement to the Comprehensive Application dated September
26, 2000 in Docket No. 137-NC-100:

      SECTION 5.6    Interests In Certain Contributed Assets.
                     ----------------------------------------

           (a)  The  Transmission  Facilities  have been maintained
      in  accordance  with Good  Utility  Practice,  and will be so
      maintained through the Operations Date.

           (b)  Except for ATCLLC and those tenants  identified in
      the lease schedule  attached as Schedule 5.6(b),  pursuant to
      the  terms of this  Agreement  and the  parties  to  Existing
      Attachment  Agreements,  no  person,  firm or entity  has any
      rights  to  acquire  or  lease  all  or  any  portion  of the
      Contributed  Assets,  or  otherwise  to obtain  any  interest
      therein,  and there  are no  outstanding  options,  rights of
      first  refusal or  negotiation,  rights of reverter or rights
      of first  offer  relating  to the  Contributed  Assets or any
      interest therein.

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ADDENDUM  3: As  amended  in  Paragraph  6 of  Attachment  B of the
First Supplement to the  Comprehensive  Application dated September
26, 2000 in Docket No. 137-NC-100:

      SECTION 8.2  Conditions Precedent to Obligations of ATCLLC.
                   ----------------------------------------------

      ....

           (b)  Instruments  of  Transfer  and  Other  Instruments.
      The Contributor  shall have delivered to ATCLLC,  on or prior
      to the Closing Date, the following:

                (i)  the  documents  and  instruments  required  by
           Article III;

                (ii) title   insurance    policies    meeting   the
           requirements   of  Section   3.11(a)(i)   insuring   the
           Transmission    Only    Transmission    Substation   Fee
           Interests,  subject only to Permitted Encumbrances,  and
           Surveys  with  respect  to the  Transmission  Substation
           Land Rights; and

                (iii)such  other  documents  as may  reasonably  be
           requested to consummate the transfer of the  Contributed
           Assets to ATCLLC.

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ADDENDUM  4:  As  amended  in  Page 3 and  Tab  C10  of  the  First
Supplement to the  Comprehensive  Application  dated  September 26,
2000,  and Paragraph 8 of Attachment B to that First  Supplement in
Docket No. 137-NC-100:

                             SCHEDULES
                             ---------


       3.2 Identification of Transmission Lines

           (a)  Transmission Only Transmission Lines

                (i)  Fee Interests

                (ii) Easements

                (iii)Leases

           (b)  Incidental Use Transmission Lines

                (i)  Fee Interests

                (ii) Easements

                (iii)Leases


           (c)  Joint Use Transmission Lines

                 (i)  Fee Interests

                 (ii) Easements

                 (iii)Leases

       3.3 Identification of Transmission Substations

           (a)  Transmission Only

                 (i)   Fee Interests

                 (ii)  Easements

                 (iii) Leases

           (b)  Joint Use Transmission Substations

                 (i)   Fee Interests

                 (ii)  Easements

                 (iii) Leases

       3.4 Permits

       3.5(a)Contracts

       3.5(b)Existing   Contracts  for  Pole  Attachments  and
                Fiber-Optic Cable

       3.6   Construction Work In Progress

       3.7   Personal Property

       3.8   Inventory

       3.9   Warranties

       3.12  Documented Construction Projects

       5.4   Third Party Consents

       5.5   Litigation

       5.6(b) Leases other than  Transmission Line Easements
              and Transmission Substation Easements

       7.2 Project Map