AMENDMENT NO. 5 TO NETWORK MEMBERSHIP LICENSE AGREEMENT

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                                                                    Exhibit 10.8

                                 AMENDMENT NO. 5

                                       TO

                      NETWORK MEMBERSHIP LICENSE AGREEMENT

         AMENDMENT NO. 5 TO NETWORK MEMBERSHIP LICENSE AGREEMENT ("Amendment No.

5"), dated as of October 31, 2003, by and among AT&T Corp., a New York

corporation, with offices located at 32 Avenue of the Americas, New York, New

York 10013, for itself and its affiliated companies (collectively, "Licensor"),

Triton PCS Operating Company L.L.C., a Delaware limited liability company, with

offices located at 1100 Cassatt Road, Berwyn, PA 19312 ("Licensee") and AT&T

Wireless Services, Inc., a Delaware corporation with offices located at 7277

164th Avenue N.E., Redmond, WA 98052 ("AWS"). Certain capitalized terms used

herein and not otherwise defined have the meaning assigned to such terms in the

License Agreement referred to below.

         WHEREAS, AT&T Wireless PCS LLC, a Delaware limited liability company

("AWE") is a stockholder of Triton PCS Holdings, Inc., a Delaware corporation

("Triton PCS Holdings") that is the indirect owner of all of the membership

interests of Licensee, and AWS is the sole member of AWE;

         WHEREAS, AWS, AWE and/or certain of their affiliates are parties to

various agreements with Licensee and/or Triton PCS Holdings and certain of their

affiliates regarding the governance and operation of Triton PCS Holdings and its

affiliates;

         WHEREAS, Licensor and AWS have, for many years, used and Licensor,

Licensee and AWS desire that Licensee continue to use, in accordance with the

terms of that certain Network Membership License Agreement, dated as of February

4, 1998, between Licensor and Licensee (as amended, and including the terms and

conditions of the letter from Mary Hawkins-Key to Andrew Price, dated October

20, 1998, the "License Agreement"), as amended hereby, the Licensed Marks in

connection with the Licensed Activities; and

         WHEREAS, Licensor, AWS and Licensee seek to extend the initial License

Agreement term for one (1) year, in lieu of renewing the License Agreement for

an additional five (5) year term as provided therein, and to provide for the

potential of additional one year terms thereafter pursuant to the terms and

conditions contained herein.

         NOW THEREFORE, in consideration of the premises and mutual covenants

contained herein and for other good and valuable consideration the receipt and

sufficiency of which are hereby acknowledged, the parties hereby agree as

follows:

         1.       Amendment of Section 11.1(a). Section 11.1(a) of the License

Agreement is hereby deleted in its entirety and the following is hereby inserted

in