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Exhibit 3.2  Bylaws of ERF Wireless, Inc.

                                     BYLAWS

                                       OF

                               ERF WIRELESS, INC.

                              A Nevada corporation

                                    ARTICLE I
                                    ---------
                                     OFFICES
                                     -------

SECTION 1. PRINCIPAL EXECUTIVE OFFICE. The principal office of the Corporation
is hereby fixed in the State of Nevada or at such other location as may be
determined from time to time by the board of directors of the Corporation.

SECTION 2. OTHER OFFICES. Branch or subordinate offices may be established by
the Board of Directors at such other places as may be desirable.

                                   ARTICLE II
                                   ----------
                                  SHAREHOLDERS
                                  ------------

SECTION 1. PLACE OF MEETING. Meetings of shareholders shall be held either at
the principal executive office of the corporation or at any other location
within or without the State of Nevada which may be designated by written consent
of all persons entitled to vote thereat.

SECTION 2. ANNUAL MEETINGS. The annual meeting of shareholders shall be held on
such day and at such time as may be fixed by the Board; provided, however, that
should said day fall upon a Saturday, Sunday, or legal holiday observed by the
Corporation at its principal executive office, then any such meeting of
shareholders shall be held at the same time and place on the next day thereafter
ensuing which is a full business day. At such meetings, directors shall be
elected by plurality vote and any other proper business may be transacted.

SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders may be called
for any purpose or purposes permitted under Chapter 78 of Nevada Revised
Statutes at any time by the Board, the Chairman of the Board, the President, or
by the shareholders entitled to cast not less than twenty-five percent (25%) of
the votes at such meeting. Upon request in writing to the Chairman of the Board,
the President, any Vice-President or the Secretary, by any person or persons
entitled to call a special meeting of shareholders, the Secretary shall cause
notice to be given to the shareholders entitled to vote, that a special meeting
will be held not less than thirty-five (35) nor more than sixty (60) days after
the date of the notice.


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SECTION 4. NOTICE OF ANNUAL OR SPECIAL MEETING. Written notice of each annual
meeting of shareholders shall be given not less than ten (10) nor more than
sixty (60) days before the date of the meeting to each shareholder entitled to
vote thereat. Such notice shall state the place, date and hour of the meeting
and (i) in the case of a special meeting the general nature of the business to
be transacted, or (ii) in the case of the annual meeting, those matters which
the Board, at the time of the mailing of the notice, intends to present for
action by the shareholders, but, any proper matter may be presented at the
meeting for such action. The notice of any meeting at which directors are to be
elected shall include the names of the nominees intended, at the time of the
notice, to be presented by management for election.

Notice of a shareholders' meeting shall be given either personally or by mail
or, addressed to the shareholder at the address of such shareholder appearing on
the books of the corporation or if no such address appears or is given, by
publication at least once in a newspaper of general circulation in Clark County,
Nevada. An affidavit of mailing of any notice, executed by the Secretary, shall
be prima facie evidence of the giving of the notice.

SECTION 5. QUORUM. A majority of the shares entitled to vote, represented in
person or by proxy, shall constitute a quorum at any meeting of shareholders. If
a quorum is present, the affirmative vote of the majority of shareholders
represented and voting at the meeting on any matter, shall be the act of the
shareholders unless specifically required otherwise in the Charter or Articles
of Incorporation. The shareholders present at a duly called or held meeting at
which a quorum is present may continue to do business until adjournment,
notwithstanding withdrawal of enough shareholders to leave less than a quorum,
if any action taken (other than adjournment) is approved by at least a majority
of the number of shares required as noted above to constitute a quorum.
Notwithstanding the foregoing, (1) the sale, transfer and other disposition of
substantially all of the corporation's properties and (2) a merger or
consolidation of the corporation shall require the approval by an affirmative
vote of not less than two-thirds (2/3) of the corporation's issued and
outstanding shares.

SECTION 6. ADJOURNED MEETING AND NOTICE THEREOF. Any shareholders meeting,
whether or not a quorum is present, may be adjourned from time to time. In the
absence of a quorum (except as provided in Section 5 of this Article), no other
business may be transacted at such meeting.

It shall not be necessary to give any notice of the time and place of the
adjourned meeting or of the business to be transacted thereat, other than by
announcement at the meeting at which such adjournment is taken; provided,
however when a shareholders meeting is adjourned for more than forty-five (45)
days or, if after adjournment a new record date is fixed for the adjourned
meeting, notice of the adjourned meeting shall be given as in the case of an
original meeting.

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SECTION 7. VOTING. The shareholders entitled to notice of any meeting or to vote
at such meeting shall be only persons in whose name shares stand on the stock
records of the corporation on the record date determined in accordance with
Section 8 of this Article.

SECTION 8. RECORD DATE. The Board may fix in advance, a record date for the
determination of the shareholders entitled to notice of a meeting or to vote or
entitled to receive payment of any dividend or other distribution, or any
allotment of rights, or to exercise rights in respect to any other lawful
action. The record date so fixed shall be not more than sixty (60) nor less than
ten (10) days prior to the date of the meeting nor more than sixty (60) days
prior to any other action. When a record date is so fixed, only shareholders of
record on that date are entitled to notice of and to vote at the meeting or to
receive the dividend, distribution, or allotment of rights, or to exercise of
the rights, as the case may be, notwithstanding any transfer of shares on the
books of the corporation after the record date. A determination of shareholders
of record entitled to notice of or to vote at a meeting of shareholders shall
apply to any adjournment of the meeting unless the Board fixes a new record date
for the meeting. The Board shall fix a new record date if the meeting is
adjourned for more than forty-five (45) days.

If no record date is fixed by the Board, the record date for determining
shareholders entitled to notice of or to vote at a meeting of shareholders shall
be the close of business on the business day next preceding the day on which
notice is given or, if notice is waived, at the close of business on the
business day next preceding the day on which notice is given. The record date
for determining shareholders for any purpose other than as set in this Section 8
or Section 10 of this Article shall be at the close of the day on which the
Board adopts the resolution relating thereto, or the sixtieth day prior to the
date of such other action, whichever is later.

SECTION 9. CONSENT OF ABSENTEES. The transactions of any meeting of
shareholders, however called and noticed, and wherever held, are as valid as
though had at a meeting duly held after regular call and notice, if a quorum is
present either in person or by proxy, and if, either before or after the
meeting, each of the persons entitled to vote not present in person or by proxy,
signs a written waiver of notice, or a consent to the holding of the meeting or
an approval of the minutes thereof. All such waivers, consents or approvals
shall be filed with the corporate records or made a part of the minutes of the
meeting.

SECTION 10. ACTION WITHOUT MEETING. Any action which, under any provision of
law, may be taken at any annual or special meeting of shareholders, may be taken
without a.meeting and without prior notice if a consent in writing, setting
forth the actions to be taken, shall be signed by the holders of outstanding
shares having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Unless a record date for voting purposes be
fixed as provided in Section 8 of this Article, the record date for determining
shareholders entitled to give consent pursuant to this Section 10, when no prior
action by the Board has been taken, shall be the day on which the first
written-consent is given.

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SECTION 11. PROXIES. Every person entitled to vote shares has the right to do so
either in person or by one or more persons authorized by a written proxy
executed by such shareholder and filed with the Secretary not less than five (5)
days prior to the meeting.

SECTION 12. CONDUCT OF MEETING. The Chief Executive Officer shall preside as
Chairman at all meetings of the shareholders, unless another Chairman is
selected. The Chairman shall conduct each such meeting in a businesslike and
fair manner, but shall not be obligated to follow any technical, formal or
parliamentary rules or principles of procedure. The Chairman's ruling on
procedural matters shall be conclusive and binding on all shareholders, unless
at the time of ruling a request for a vote is made by the shareholders entitled
to vote and represented in person or by proxy at the meeting, in which case the
decision of a majority of such shares shall be conclusive and binding on all
shareholders without limiting the generality of the foregoing, the Chairman
SHALL have all the powers usually vested in the chairman of a meeting of
shareholders.

                                   ARTICLE III
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                                    DIRECTORS
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SECTION 1. POWERS. Subject to limitation of the Articles of Incorporation, of
these bylaws, and of actions required to be approved by the shareholders, the
business and affairs of the corporation shall be managed and all corporate
powers shall be exercised by or under the direction of the Board. The Board may,
as permitted by law, delegate the management of the day-to-day operation of the
business of the corporation to a management company or other persons or officers
of the corporation provided that the business and affairs of the corporation
shall be managed and all corporate powers shall be exercised under the ultimate
direction of the Board. Without prejudice to such general powers, it is hereby
expressly declared that the Board shall have the following powers:

(a) To select and remove all of the officers, agents and employees of the
corporation, prescribe the powers and duties for them as may not be inconsistent
with law, or with the Articles of Incorporation or by these bylaws, fix their
compensation, and require from them, if necessary, security for faithful
service.

(b) To conduct, manage, and control the affairs and business of the corporation
and to make such rules and regulations therefore not inconsistent with law, with
the Articles of Incorporation or these bylaws, as they may deem best.

(c) To adopt, make and use a corporate seal, and to prescribe the forms of
certificates of stock and to alter the form of such seal and such of
certificates from time to time in their judgment they deem best.

(d) To authorize the issuance of shares,of stock of the corporation from time to
time, upon such terms and for such consideration as may be lawful.

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(e) To borrow money and incur indebtedness for the purposes of the corporation,
and to cause to be executed and delivered therefor, in the corporate name,
promissory notes, bonds, debentures, deeds of trust, mortgages, pledges,
hypothecation or other evidence of debt and securities therefor.

SECTION 2. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number of
directors shall be three (3) until changed by amendment of the Articles or by a
bylaw duly adopted by approval of the outstanding shares amending this Section
2.

SECTION 3. ELECTION AND TERM OF OFFICE. The directors shall be elected at each
annual meeting of shareholders but if any such annual meeting is not held or the
directors are not elected the shareholders may elect a director or directors at
any time to fill any vacancy or vacancies. Any such election by written consent
requires the consent of a majority of the outstanding shares entitled to vote.
If the Board accepts the resignation of a director tendered to take effect at a
future time, the shareholders shall have power to elect a successor to take
office when the resignation is to become effective.

No reduction of the authorized number of directors shall have the effect of
removing any director prior to the expiration of the director's term of office.

SECTION 4. PLACE OF MEETING. Any meeting of the Board shall be held at any place
within or without the State of Nevada which has been designated from time to
time by the Board. In the absence of such designation meetings shall be held at
the principal executive office of the corporation.

SECTION 5. REGULAR MEETINGS. Immediately following each annual meeting of
shareholders the Board shall hold a regular meeting for the purpose of
organization, selection of a Chairman of the Board, election of officers, and
the transaction of other business. Call and notice of such regular meeting is
hereby dispensed with.

SECTION 6. SPECIAL MEETINGS. Special meetings of the Board for any purposes may
be called at any time by the Chairman of the Board, the President, or the
Secretary or a majority of the directors.

Special meetings of the Board shall be held upon at least four (4) days written
notice or forty-eight (48) hours notice given personally or by telephone,
telegraph, telex or other similar means of communication. Any such notice shall
be addressed or delivered to each director at such director's address as it is
shown upon the records of the Corporation or as may have been given to the
Corporation by the director for the purposes of notice.

SECTION 7. QUORUM. A majority of the authorized number of directors constitutes
a quorum of the Board for the transaction of business, except to adjourn as
hereinafter provided. Every act or decision done or made by a majority of the
directors present at a meeting duly held at which a quorum is present shall be
regarded as the act of the Board, unless a greater number be required by law or
by the Articles of Incorporation. A meeting at which a quorum is initially
present may continue to transact business notwithstanding the withdrawal of
directors, if any action taken is approved by at least a majority of the number
of directors required as noted above to constitute a quorum for such meeting.

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SECTION 8. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE. Members of the
Board may participate in a meeting through use of conference telephone or
similar communications equipment, so long as all members participating in such
meeting can hear one another.

SECTION 9. WAIVER OF NOTICE. The transactions of any meeting of the Board,
however called and noticed or wherever held, are as valid as though had at a
meeting duly held after regular call and notice if a quorum be present and if,
either before or after the meeting, each of the directors not present signs a
written waiver of notice, a consent to holding such meeting or an approval of
the minutes thereof. All such waivers, consents or approvals shall be filed with
the corporate records or made part of the minutes of the meeting.

SECTION 10. ADJOURNMENT. A majority of the directors present, whether or not a
quorum is present, may adjourn any directors' meeting to another time and place.
Notice of the time and place of holding an adjourned meeting need not be given
to absent directors if the time and place be fixed at the meeting being
adjourned. If the meeting is adjourned for more than forty-eight (48) hours,
notice of any adjournment to another time or place shall be given prior to the
time of the adjourned meeting to the directors who were not present at the time
of adjournment.

SECTION 11. FEES AND COMPENSATION. Directors and members of committees may
receive such compensation, if any, for their services, and such reimbursement
for expenses, as may be fixed or determined by the Board.

SECTION 12. ACTION WITHOUT MEETING. Any action required or permitted to be taken
by the Board may be taken without a meeting if all members of the Board shall
individually or collectively consent in writing to such action. Such consent or
consents shall have the same effect as a unanimous vote of the Board and shall
be filed with the minutes of the proceedings of the Board.

SECTION 13. COMMITTEES. The board may appoint one or more committees, each
consisting of two or more directors, and delegate to such committees any of the
authority of the Board except with respect to:

(a) The approval of any action which requires shareholders' approval or approval
of the outstanding shares;
(b) The filling of vacancies on the Board or on any committees;
(c) The fixing of compensation of the directors for serving on the Board or on
any committee;
(d) The amendment or repeal of bylaws or the adoption of new bylaws;
(e) The amendment or repeal of any resolution of the Board which
by its express terms is not so amendable or repealable by a committee of the
board;

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(f) A distribution to the shareholders of the corporation;
(g) The appointment of other committees of the Board or the members thereof.

Any such committee must be appointed by resolution adopted by a majority of the
authorized number of directors and may be designated an Executive Committee or
by such other name as the Board shall specify. The Board shall have the power to
prescribe the manner in which proceedings of any such committee shall be
conducted. Unless the Board or such committee shall otherwise provide, the
regular or special meetings and other actions of any such committee shall be
governed by the provisions of this Article applicable to meetings and actions of
the Board. Minutes shall be kept of each meeting of each committee.

                                   ARTICLE IV
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                                    OFFICERS
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SECTION 1. OFFICERS. The officers of the corporation shall be the Chief
Executive Officer, a president, a secretary and a Chief Financial Officer/
treasurer. The corporation may also have, at the discretion of the Board, one or
more vice-presidents, one or more assistant vice presidents, one or more
assistant secretaries, one or more assistant treasurers and such other officers
as may be elected or appointed in accordance with the provisions of Section 3 of
this Article.

SECTION 2. ELECTION. The officers of the corporation, except such officers as
may be elected or appointed in accordance with the provisions of Section 3 or
Section 5 of this Article, shall be chosen annually by, and shall serve at the
pleasure of, the Board, and shall hold their respective offices until their
resignation, removal or other disqualification from service, or until their
respective successors shall be elected.

SECTION 3. SUBORDINATE OFFICERS. The Board may elect, and may empower the Chief
Executive Officer to appoint, such other officers as the business of the
corporation may require, each of whom shall hold office for such period, have
such authority, and perform such duties as are provided in these bylaws or as
the Board, or the Chief Executive Officer may from time to time direct.

SECTION 4. REMOVAL AND RESIGNATION. Any officer may be removed, either with or
without cause, by the Board of Directors at any time, or, except in the case of
an officer chosen by the Board, by any officer upon whom such power of removal
may be conferred by the Board.

Any officer may resign at any time by giving written notice to the corporation.
Any such resignation shall take effect at the date of the receipt of such notice
or at any later time specified therein. The acceptance of such resignation shall
be necessary to make it effective.

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SECTION 5. VACANCIES. A vacancy of any office because of death, resignation,
removal, disqualification, or any other cause shall be filled in the manner
prescribed by these bylaws for the regular election or appointment to such
office.

SECTION 6. CEO. The CEO shall be the chief executive officer and general manager
of the corporation. The CEO shall preside at all meetings of the shareholders
and, in the absence of the Chairman of the Board at all meetings of "the Board.
The CEO has the general powers and duties of management usually vested in the
chief executive officer and the general manager of a corporation and such other
powers and duties as may be prescribed by the Board.

SECTION 7. PRESIDENT. In the absence or disability of the CEO, the President ,
shall perform all the duties of the CEO, and when so acting shall have all the
powers of, and be subject to all the restrictions upon the CEO. The President
shall have such other powers and perform such other duties as from time to time
may be prescribed for them respectively by the CEO or the Board.

SECTION 8. SECRETARY. The Secretary shall keep or cause to be kept, at the
principal executive offices and such other place as the Board may order, a book
of minutes of all meetings of shareholders, the Board, and its committees, with
the time and place of holding, whether regular or special, and, if special, how
authorized, the notice thereof given, the names of those present at Board and
committee meetings, the number of shares present or represented at shareholders'
meetings, and proceedings thereof. The Secretary shall keep, or cause to be
kept, a copy of the bylaws of the corporation at the principal executive office
of the corporation.

The Secretary shall keep, or cause to be kept, at the principal executive
office, a share register, or a duplicate share register, showing the names of
the shareholders and their addresses, the number and classes of shares held by
each, the number and date of certificates issued for the same, and the number
and date of cancellation of every certificate surrendered for cancellation.

The Secretary shall give, or cause to be given, notice of all the meetings of
the shareholders and of the Board and any committees thereof required by these
bylaws or by law to be given, shall keep the seal of the corporation in safe
custody, and shall have such other powers and perform such other duties as may
be prescribed by the Board.

SECTION 9. TREASURER. The Treasurer is the chief financial officer (CFO of the
corporation and shall keep and maintain, or cause to be kept and maintained,
adequate and correct accounts of the properties and financial-transactions of
the corporation, and shall send or cause to be sent to the shareholders of the
corporation such financial statements and reports as are by law or these bylaws
required to be sent to them.

The Treasurer shall deposit all monies and other valuables in the name and to
the credit of the corporation with such depositories as may be designated by the
Board. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, shall render to the CEO and directors, whenever they
request it, an account of all transactions as Treasurer and of the financial
conditions of the corporation, and shall have such other powers and perform such
other duties as may be prescribed by the Board.

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SECTION 10. AGENTS. The CEO ,President, the Secretary or Treasurer may appoint
agents with power and authority, as defined or limited in their appointment, for
and on behalf of the corporation to execute and deliver, and affix the seal of
the corporation thereto, to bonds, undertakings, recognizance, consents of
surety or other written obligations in the nature thereof and any said officers
may remove any such agent and revoke the power and authority given to him.

                                    ARTICLE V
                                    ---------
                                OTHER PROVISIONS
                                ----------------

SECTION 1. DIVIDENDS. The Board may from time to time declare, and the
corporation may pay, dividends on its outstanding shares in the manner and on
the terms and conditions provided by law, subject to any contractual
restrictions on which the corporation is then subject.

SECTION 2. INSPECTION OF BY-LAWS. The Corporation shall keep in its Principal
executive Office the original or a copy of these bylaws as amended to date which
shall be open to inspection to shareholders at all reasonable times during
office hours. If the Principal Executive Office of the corporation is outside
the State of Nevada and the Corporation has no principal business office in such
State, it shall upon the written notice of any shareholder furnish to such
shareholder a copy of these bylaws as amended to date.

SECTION 3. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The CEO or any other
officer or officers authorized by the Board or the CEO are each authorized to
vote, represent, and exercise on behalf of the Corporation all rights incident
to any and all shares of any other corporation or corporations standing in the
name of the Corporation. The authority herein granted may be exercised either by
any such officer in person or by any other person authorized to do so by proxy
or power of attorney duly executed by said officer.

                                   ARTICLE VI
                                   ----------
                                 INDEMNIFICATION
                                 ---------------

SECTION 1. INDEMNIFICATION IN ACTIONS BY THIRD PARTIES. Subject to the
limitations of law, if any, the corporation shall have the Power to indemnify
any director, officer, employee and agent of the corporation who was or is a
party or is threatened to be made a party to any proceeding (other than an
action by or in the right of to procure a judgement in its favor) against
expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with such proceeding, provided that the Board
shall find that the director, officer, employee or agent acted in good faith and
in a manner which such person reasonably believed in the best interests of the

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corporation and, in the case of criminal proceedings, had no reasonable cause to
believe the conduct was unlawful. The termination of any proceeding by judgment,
order, settlement, conviction or upon a plea of nolo contendere shall not, of
itself create a presumption that such person did not act in good faith and in a
manner which the person reasonably believed to be in the best interests of the
corporation or that such person had reasonable cause to believe such person's
conduct was unlawful.

SECTION 2. INDEMNIFICATION IN ACTIONS BY OR ON BEHALF OF THE CORPORATION.
Subject to the limitations of law, if any, the Corporation shall have the power
to indemnify any director, officer, employee and agent of the corporation who
was or is threatened to be made a party to any threatened, pending or completed
legal action by or in the right of the Corporation to procure a judgement in its
favor, against expenses actually and reasonable incurred by such person in
connection with the defense or settlement, if the Board of Directors determine
that such person acted in good faith, in a manner such person believed to be in
the best interests of the Corporation and with such care, including reasonable
inquiry, as an ordinarily, prudent person would use under similar circumstances.

SECTION 3. ADVANCE OF EXPENSES. Expenses incurred in defending any proceeding
may be advanced by the Corporation prior to the final disposition of such
proceeding upon receipt of an undertaking by or on behalf of the officer,
director, employee or agent to repay such amount unless it shall be determined
ultimately that the officer or director is entitled to be indemnified as
authorized by this Article.

SECTION 4. INSURANCE. The corporation shall have power to purchase and maintain
insurance on behalf of any officer, director, employee or agent of the
Corporation against any liability asserted against or incurred by the officer,
director, employee or agent in such capacity or arising out of such person's
status as such whether or not the corporation would have the power to indemnify
the officer, or director, employee or agent against such liability under the
provisions of this Article.

                                   ARTICLE VII
                                   -----------
                                   AMENDMENTS
                                   ----------

These bylaws may be altered, amended or repealed either by approval of a
majority of the outstanding shares entitled to vote or by the approval of the
Board; provided however that after the issuance of shares, a bylaw specifying or
changing a fixed number of directors or the maximum or minimum number or
changing from a fixed to a flexible Board or vice versa may only be adopted by
the approval by an affirmative vote of not less than two-thirds of the
corporation's issued and outstanding shares entitled to vote.

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