Exhibit 10.13.3

       Amendment No. 2 to the General Agreement for Purchase of Personal
                  Communications Systems and Services Between
               TeleCorp PCS, Inc., and Lucent Technologies Inc.

This is the second amendment ("Amendment No.2") to the General Agreement for the
Purchase of Personal Communications Systems and Services ("Agreement"), Contract
No. LNM980501JATEL, between TeleCorp PCS, Inc., a Delaware corporation
("Customer"), and Lucent Technologies Inc. ("Seller" or "Lucent"), a Delaware
corporation, and is made effective as of the date September 18, 1998.
Capitalized terms not defined herein shall have the same meaning given to such
terms in the Agreement.

        WHEREAS, the undersigned parties have previously entered into the
General Agreement and Amendment No. 1 to the General Agreement (the "First
Amendment"); and

        WHEREAS, the undersigned parties now wish to modify the General
Agreement as stated in this Amendment.

        NOW, THEREFORE, in consideration of the premises contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the undersigned parties hereby agree to modify the General
Agreement as follows:

        1.  Customer agrees to bear responsibility for installation of MAUs at
        cell sites for which the MAUs were not available at the time of original
        cell site installation and tower construction. Installation of the MAUs
        will be done in accordance with Attachment A of this Amendment, "MAU
        Statement of Work."

        2.  Seller agrees to credit Customer an amount not to exceed $1,600 per
        cell site for which Customer (or its agent) performs installations of
        MAUs. This credit is only available for installations in New Orleans,
        Memphis, Little Rock, and/or New England market areas and will be
        applied to Customer's future purchases from Seller. Customer and Seller
        agree to jointly track these installations in order to determine the
        appropriate credits.

        3.  Seller remains responsible for assigning available MAUs to specific
        cell sites.

        4.  Attachment C of the General Agreement, Responsibility Matrix, is
        hereby amended to remove the reference to "Draft". The section
        "SiteInstallation/Integration," item 7, is changed to reflect that this
        item is the Customer's responsibility.



        5.  Seller agrees to credit Customer an amount not to exceed $500 per
        cell site for which Customer (or its agent) performs AC electrical
        connectivity in the market areas of New Orleans, Memphis, Little Rock,
        and New England. Customer shall be eligible to receive a credit pursuant
        to mutually acceptable terms to be agreed upon for other domestic
        markets as they are awarded to Customer. Seller agrees to credit
        Customer an amount not exceed $800 per cell site for which Customer (or
        its agent) performs AC electrical connectivity in Puerto Rico. This
        credit will be applied to Customer's future purchases from Seller.
        Customer and Seller agree to jointly track these installations in order
        to determine the appropriate credits.

        6.  Except as modified by this Amendment, all terms and conditions of
        the Agreement shall remain in effect and be fully applicable to this
        Amendment.

        7.  Deference shall be granted to this Amendment and to any documents
        attached hereto in the event of a conflict between this Amendment and
        the Agreement.


    IN WITNESS WHEREOF, the parties have caused this Second Amendment to be
    executed by their duly authorized representatives on the date(s) indicated.

TeleCorp PCS, Inc.                      Lucent Technologies Inc.

By: /s/ Tom Sullivan                    By: /s/ Charles M. Many
   ----------------------------            ---------------------------
Name: Tom Sullivan                      Name: Charles M. Many
     --------------------------              -------------------------
Title: Executive Vice President         Title: Vice President - Sales
       and General Counsel                    ------------------------
      -------------------------
Date: 3/18/99                           Date: 3/22/99
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