


Exhibit 2.3



         FIRST AMENDMENT TO EXCHANGE AND MERGER AGREEMENT


         This First Amendment, dated as of November 1, 1996 ("First Amendment"),
to the Exchange and Merger Agreement dated as of May 31, 1996 (the  "Agreement")
is made and  entered  into by and among  each of the  Persons  listed  under the
heading "Exchanging Group" on the signature pages hereto  ("Exchanging  Group"),
Henry Crown and Company  (Not  Incorporated),  an Illinois  limited  partnership
("HCNI"), and 360 Communications Company, a Delaware corporation ("360 ").


                          RECITALS

A.   Exchanging Group, HCNI and 360 are parties to the Agreement.

B.   Exchanging Group, HCNI and 360 desire to amend the Agreement as set
     forth herein.

         NOW,  THEREFORE,  in  consideration  of the agreements  hereinafter set
forth and other good and valuable consideration,  the receipt and sufficiency of
which are hereby acknowledged, Exchanging Group, HCNI and 360 agree as follows:


                           AGREEMENT

1. The  definition  of  "Non-Retained  Assets"  set  forth in  Section  1 of the
Agreement  is hereby  amended  by:  (i)  deleting  the words  "(i) any  accounts
receivable  arising in  connection  with the Swaps and (ii)" in  subsection  (c)
thereof,  (ii)  deleting  the word "and" at the end of  subsection  (j) thereof,
(iii)  deleting  the  period  at the end of  subsection  (k)  thereof,  and (iv)
inserting the following clause  immediately  after subsection (k) thereof:  "(l)
any  rights of  Subject  Entities  under the Swaps and (m) any  rights of ICN to
participate  in the lottery for the A-side  cellular  licenses for Florida Rural
Service Area Number 11 and Minnesota Rural Service Area Number 11".

2. The definition of  "Non-Retained  Liabilities"  set forth in Section 1 of the
Agreement  is  hereby  amended  by:(i)  deleting  the  word  "or"  at the end of
subsection  (n) thereof,  (ii) deleting the period at the end of subsection  (o)
thereof and replacing it with the following:  "; and",  and (iii)  inserting the
following clause  immediately after subsection (o) thereof:  "(p) any liability,
obligation or commitment with respect to the Swaps."

3. The  definition  of  "Retained  Liabilities"  set  forth in  Section 1 of the
Agreement is hereby amended by: (i) deleting the words ", including  liabilities
under  the  Swaps,  provided  the  Swaps are  assigned  to 360 and the  required
consents for such assignment are obtained," in subsection (a) thereof,  and (ii)
deleting "(o)" in subsection (a) thereof and replacing it with "(p)".


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<PAGE>


4. Section 1 of the Agreement is hereby amended by inserting the following
definitions in appropriate alphabetical order:

         ""Specified  Party"  means (i) with respect to the Swap  identified  as
         item  no.1 on  Schedule  1.6,  ICNP;  (ii)  with  respect  to the  Swap
         identified as item no. 2 on Schedule  1.6,  CCI;  (iii) with respect to
         the Swap  identified  as item no. 3 on Schedule  1.6,  ICNP;  (iv) with
         respect  to the Swap  identified  as item no. 4 on  Schedule  1.6,  CHF
         Industries,  Inc.  n/k/a  Habco,  Inc.;  (v) with  respect  to the Swap
         identified  as item no.5 on Schedule 1.6, ICN; and (vi) with respect to
         the Swap identified as item no. 6 on Schedule 1.6, ICN.

         "Specified  Swaps"  means (i) the Swap identified as item  no. 2 on
         Schedule 1.6 and (ii) the Swap identified as item no.4 on Schedule 1.6.

         "Swap Differential" has the meaning set forth in Section 2.12.

         "Value"  means  the  value  of the  applicable  Swap to the  applicable
         Specified  Party as of 11:00 a.m.,  New York time,  on the day which is
         two business days immediately preceding the Closing Date, as calculated
         by The First National Bank of Chicago in accordance with GAAP using its
         customary "mark to market" procedures."

5. Section 2.1 of the Agreement is hereby amended by (i) deleting the word "and"
immediately  after  the  number  "2.7" in the third  line of the first  sentence
thereof and  replacing it with a comma,  (ii)  inserting  the  following  clause
immediately  after the  number  "2.11" in the third  line of the first  sentence
thereof:  "and 2.12" and (iii)  deleting the third,  fourth and fifth  sentences
thereof.

6. Section 2.6 of the Agreement is hereby amended by (i) deleting the word "and"
immediately  after  the  number  "2.7" in the third  line of the first  sentence
thereof and replacing it with a comma and (ii)  inserting  the following  clause
immediately  after the  number  "2.11" in the third  line of the first  sentence
thereof: "and 2.12 (together with the payments set forth in Section 12.12)".

7.       The Agreement is hereby amended by inserting a new Section 2.12 to read
         as follows:

         "2.12.  Swap  Differential.  The amount obtained by subtracting (a) the
         product of one-half  multiplied  by the sum of the Value of each of the
         Specified  Swaps  from (b) the sum of the Value of each of the Swaps is
         referred to herein as the "Swap Differential." If the Swap Differential
         exceeds  zero,  Exchanging  Group shall  jointly and  severally  pay an
         amount  equal to the Swap  Differential  to 360 at Closing  (a) by wire
         transfer  of  immediately  available  funds to an account  or  accounts
         designated  by 360 in  writing  prior to  Closing  or (b) in such other
         consideration  as shall be mutually  agreeable to the  parties.  If the
         Swap  Differential  exceeds zero,  the amount of the Swap  Differential
         shall be a reduction of the consideration  received by Exchanging Group



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<PAGE>


         pursuant to the terms and conditions of this Agreement, and the parties
         shall  allocate  such  reduction in  consideration  to the  partnership
         interests  of  Cell  Plus  and the  capital  stock  of ICN and  CCTS as
         follows:  30.06% to ICN, 19.26% to Cell Plus and 50.68% to CCTS. If the
         Swap  Differential  is  negative,  360 shall pay an amount equal to the
         absolute value of the Swap  Differential  to Exchanging  Group (or such
         other parties as are designated in writing by Exchanging Group prior to
         Closing) at Closing (a) by wire transfer of immediately available funds
         to an account or accounts  designated  in writing by  Exchanging  Group
         prior  to  Closing  or (b) in such  other  consideration  as  shall  be
         mutually  agreeable  to  the  parties.  If  the  Swap  Differential  is
         negative,  the  absolute  value  of  the  Swap  Differential  shall  be
         additional  consideration  received by Exchanging Group pursuant to the
         terms and conditions of this Agreement,  and the parties shall allocate
         such additional consideration to the partnership interests of Cell Plus
         and the capital stock of ICN and CCTS as follows: 30.06% to ICN, 19.26%
         to Cell  Plus and  50.68%  to CCTS.  In  either  case,  the  amount  of
         consideration for Cell Plus shall be deemed a reduction or increase, as
         the case may be, of the goodwill of Cell Plus."

8. Section 3.34 of the  Agreement is hereby  amended by inserting  the following
immediately after the last sentence thereof:  "Exchanging Group is acquiring the
360 Shares solely for the purpose of investment as defined in 16 CFR ss.
801.1(i)(1), which provides as follows:

         Voting  securities  are held or  acquired  `solely  for the  purpose of
         investment' if the person  holding or acquiring such voting  securities
         has no intention of participating in the formulation,  determination or
         direction of the basic business decisions of the issuer."

9.       Section  9.4(n) of the Agreement is hereby  amended by deleting such
Section in its entirety and replacing it with the following:

          "(n) Evidence of  cancellation  of, or assignment to and assumption by
         ICNP of,  those Swaps to which any of the  Subject  Entities is a party
         (which  shall  include  the  consent  of  the  other  parties  to  such
         agreements, if necessary)."

10.      Section  9.5(i) of the  Agreement is hereby  amended by deleting the
following words: "and the Swaps (if all requisite consents are obtained in
accordance with Section 2.1 hereof)".

11.      Section  11.1(b)  of the  Agreement  is hereby amended by deleting the
fourth sentence thereof and substituting the following sentence in lieu thereof:
"Exchanging Group agrees to include Section 754 elections with these final
Federal returns if 360 so directs."

12.  Except as  expressly  modified  hereby,  the terms  and  provisions  of the
Agreement  shall  continue  in full force and effect,  and,  as so amended,  the
Agreement is hereby ratified and confirmed. Whenever the Agreement or any of the
agreements,  instruments or other documents executed and delivered in connection
therewith refer to the Agreement,  all such references  shall be deemed to be to
the Agreement as modified hereby.


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<PAGE>

13. This First  Amendment and the legal relations among the parties hereto shall
be  governed  by and  construed  in  accordance  with the  laws of the  State of
Illinois, and any litigation concerning this First Amendment or the transactions
contemplated  hereby or any other  matters  relating  hereto shall be cited in a
court of competent jurisdiction located in Cook County, Illinois.

14. This First  Amendment may be executed in one or more  counterparts,  each of
which  shall  be  considered  an  original,  but  all of  which  together  shall
constitute the same instrument.



             [The balance of this page is intentionally left blank]





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<PAGE>


         IN WITNESS  WHEREOF,  the undersigned  have executed and delivered this
First Amendment as of the date first above written.



                             EXCHANGING GROUP:

                             INDEPENDENT CELLULAR NETWORK PARTNERS

                             By:  HENRY CROWN AND COMPANY (NOT INCORPORATED)


                             By:
                                 -----------------------

                                    A General Partner



                             By: INDEPENDENT CELLULAR NETWORK INVESTORS


                             By:
                                 ---------------------

                                  Geoffrey F. Grossman,  Not Personally
                                  but Solely as Trustee of the Trusts that
                                  are Partners



                             CC INDUSTRIES, INC.



                             By:
                                   ----------------------

                             Its:  ----------------------



                             --------------------------------
                                    James A. Dwyer, Jr.



                             --------------------------------
                                        David Winstel



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<PAGE>


                             CELLULAR PLUS, L.P.

                             By: QUALITY CELLULAR PLUS COMMUNICATIONS, INC.

                             By:
                                   -----------------------------
                                     James A. Dwyer, President



                             OHIO CELLULAR RSA, L.P.

                             By: QUALITY CELLULAR COMMUNICATIONS OF OHIO, INC.


                               By:
                                  ----------------------------
                                    James A. Dwyer, President




                             OHIO RSA CORPORATION

                             By:
                                ------------------

                             Its:
                                ------------------

                             QUALITY CELLULAR COMMUNICATIONS OF OHIO, INC.


                             By:
                                -------------------------
                                James A. Dwyer, President



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<PAGE>



                             QUALITY CELLULAR PLUS COMMUNICATIONS, INC.



                             By:
                                ---------------------------
                                 James A. Dwyer, President



                             C-PLUS, INC.


                             By:
                                ------------------------


                             Its:
                                ------------------------





                             360 :
                             360 COMMUNICATIONS COMPANY

                             By:
                                ------------------------

                             Its:
                                ------------------------





                             HENRY CROWN AND COMPANY (NOT INCORPORATED)


                             By:
                                 -------------------------
                                   A General Partner



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<PAGE>

