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                                                                     Exhibit 3.2

                     THIRD AMENDMENT TO AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                       BOBBY ALLISON WIRELESS CORPORATION


         WHEREAS, Bobby Allison Wireless Corporation (the "Corporation"), a
Florida corporation, filed with the Florida Department of State on December 1,
1998 its Amended and Restated Articles of Incorporation (the "Articles"); and

         WHEREAS, as permitted by Florida Statute ss.607.1001, the Corporation
reserved the right to amend thE Articles pursuant to Article IX of the Articles;
and

         WHEREAS, the Corporation amended the Articles pursuant to its First
Amendment to Amended And Restated Articles of Incorporation filed with the
Florida Department of State on December 28, 1998; and

         WHEREAS, the Corporation amended the Articles pursuant to its Second
Amendment to Amended And Restated Articles of Incorporation filed with the
Florida Department of State on March 1, 1999; and

         WHEREAS, the Corporation desires to further amend its Articles to amend
certain provisions relating to the 7.5% Series C Convertible Preferred Stock of
the Corporation; and

         WHEREAS, the Corporation is owned by both common stockholders and
preferred stockholders, but the Corporation's preferred stockholders are not
entitled to vote with respect to the amendment hereinafter set forth; and

         WHEREAS, the amendment hereinafter set forth has been adopted with the
consent of, and has been approved by, all of the Corporation's common
stockholders and all of the Corporation's Board of Directors, on June 23, 1999,
to be effective for all purposes as of July 5, 1999.

         NOW, THEREFORE, the Articles are hereby amended as follows:

         1. Article IV, Section 4.1(a) shall be amended by deleting any
references to 7.5% with respect to the Series C Convertible Preferred Stock of
the Corporation.

         2. Article IV, Section 4.2(b) of the Articles shall be deleted in its
entirety and the following Article IV, Section 4.2(b) shall be inserted in lieu
thereof:

                  (b) DIVIDENDS. The holders of the Series A Preferred Stock and
         Series B Preferred Stock shall be entitled to receive out of funds
         legally available therefor, dividends at the annual rate of seven and
         one-half percent (7.5%) based on the Series A Initial Purchase Price
         and the Series B Initial Purchase Price, as applicable. The holders of
         the Series C Preferred Stock shall be entitled to receive out of funds
         legally available therefor, dividends at an annual rate based upon the
         Series C Initial Purchase Price as set by the Board of Directors of the
         Corporation in accordance with Florida Statute 607.0602 which provides
         in pertinent part that, prior to the issuance of any Series C Preferred
         Stock, the Board of Directors shall (i) determine the dividend rate and
         (ii) deliver to the Department of State for filing articles of
         amendment reflecting the so determined dividend rate. In no event,
         however, may the dividend rate on the Series C Preferred Stock exceed
         seven and one-half percent (7.5%) and the dividend rate as set shall be
         the same for all shares of Series C Preferred Stock. Dividends on the
         Series A Preferred Stock and the Series B Preferred Stock shall accrue
         on a daily basis and shall be payable in cash semi-annually on January
         1 and July 1 of each year for so long as any Series A Preferred Stock
         or Series B Preferred Stock remains outstanding. Dividends on the
         Series C Preferred Stock shall accrue on a daily basis and shall be
         payable in cash semi-annually on April 1 and October 1 of each year for
         so long as any Series C Preferred Stock remains


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outstanding. Dividends on the Preferred Stock, including, without limitations,
any accrued and unpaid dividends and liquidating distributions, shall be paid
before any dividends or other distributions shall be declared or paid or set
aside for payment on any Subordinate Stock; provided, further, that any such
dividends shall be paid on the Series A Preferred Stock and Series B Preferred
Stock before any dividends or other distributions shall be declared or paid or
set aside for payment on any Series C Preferred Stock.

         3. Article IV, Section 4.2(e)(i) shall be deleted in its entirety, and
the following Article IV, Section 4.2 (e)(i) shall be inserted in lieu thereof:

                  (i) MANDATORY REDEMPTION. To the extent the Corporation shall
         have funds legally available for such payment, the Corporation shall
         redeem each share of Series A Preferred Stock and each share of Series
         B Preferred Stock on each date which is five (5) years after the Series
         A Initial Issue Date and the Series B Initial Issue Date (the
         "Mandatory Redemption Date"). Payment shall be made in immediately
         available funds payable to the holder on the Mandatory Redemption Date.
         Any payment made after the Mandatory Redemption Date shall be at the
         Delinquent Redemption Price.

         IN WITNESS WHEREOF, the undersigned officers of the Corporation have
executed this Third Amendment to Amended and Restated Articles of Incorporation
on the date or dates set forth below, to be effective for all purposes as of
July 5, 1999.

                            BOBBY ALLISON WIRELESS CORPORATION


                            By: /s/ Robert L. McGinnis
                                ----------------------------------------------
                                Robert L. McGinnis, as its Chief Executive
                                Officer and Chairman of the Board

                            Date: 6/23/99



                            By: /s/ James L. Ralph
                                ----------------------------------------------
                                James L. Ralph, as its President and Secretary

                            Date: 6/23/99