<PAGE>
                                                                EXHIBIT 3.2

                         AMENDED AND RESTATED BYLAWS

                                    OF

                          ALIANT COMMUNICATIONS CO.


                                 ARTICLE I

                               SHAREHOLDERS

     Section 1.  Annual Meeting.  The annual meeting of the shareholders
shall be held on such date and at such time as shall be determined by the
Board of Directors and stated in the notice thereof, for the purpose of
electing successors to the class of directors whose term expires at that
annual meeting and any additional director of any class nominated to fill a
vacancy resulting from an increase in such class determined by the Board of
Directors and for the transaction of such other business as may come before
the meeting.  Annual meetings shall be held in the principal office of the
Corporation or at such other place, either within or without the State of
Nebraska, as shall be determined by the Board of Directors and stated in
the notice thereof.

     Section 2.  Special Meetings.  Special meetings of the shareholders
may be called by the President and CEO, the Board of Directors, or the
holders of not less than one-tenth (1/10) of all the shares entitled to
vote at the meeting.  Special meetings shall be held at such place, either
within or without the State of Nebraska, and at such date and time as shall
be stated in the notice.

     Section 3.  Notice of Meeting.  Written or printed notice stating the
place, date and time of the meeting and, in the case of a special meeting,
the purpose or purposes for which the meeting is called, shall be delivered
not less than ten (10) nor more than sixty (60) days before the date of the
meeting, either personally or by mail, by or at the direction of the
President and CEO, the Secretary, or the officer or persons calling the
meeting, to each shareholder of record entitled to vote at such meeting.
If mailed, such notice shall be deemed delivered when deposited in the
United States mails addressed to the shareholder at the address appearing
on the stock transfer books of the Corporation, postage prepaid.  A
shareholder's attendance at a meeting of shareholders waives objection to a
lack of notice or defective notice of such meeting, unless the shareholder
at the beginning of the meeting objects to holding the meeting or
transacting the meeting, and waives objection to consideration of a
particular matter at the meeting that is not within the purposes described
in the meeting notice, unless the shareholder objects to considering the
matter when it is presented.

     Section 4.  Quorum.  A majority of the outstanding shares entitled to
vote, represented in person or by proxy, shall constitute a quorum at a
meeting of shareholders.  Once a share is represented for any purpose at a
meeting it shall be deemed present for quorum purposes for the remainder of
the meeting and for any adjournment of that meeting unless a new record
date is set for that adjourned meeting.  The holders (or their
representatives) of a majority of the shares present at a meeting, even
though less than a majority of the shares outstanding, may adjourn the
meeting from time to time without notice other than an announcement at the
meeting, until such time as a quorum is present.  At any such adjourned
meeting at which a quorum is present, any business may be transacted which
might have been transacted at the original meeting.  If a quorum exists,
shareholder action on a matter, other than the election of directors, shall
be approved if the shareholder votes cast favoring such action exceed the
votes cast opposing the action, unless the Articles of Incorporation of the
Corporation or the Business Corporation Act (the "Act") requires a greater
number of affirmative votes.

     Section 5.  Proxies.  At all meetings of the shareholders, a
shareholder may vote either in person or by proxy executed in writing by a
shareholder or his or her duly authorized attorney-in-fact.  No proxy shall
be valid after eleven (11) months from the date of its execution, unless
otherwise provided in the proxy.

     Section 6.  Voting of Shares by a Corporate Shareholder.  Shares
standing in the name of another corporation may be voted by such officer,
agent or proxy as the bylaws of such corporation may prescribe, or, in the
absence of such provision, as the board of directors of such corporation
may determine.

     Section 7.  Informal Action by Shareholders.  Any action required to
be taken at a meeting of the shareholders, or any action which may be taken
at a meeting of the shareholders, may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by
all of the shareholders entitled to vote with respect to the subject matter
thereof.  Such consent shall have the same force and effect as a unanimous
vote of shareholders and may be stated as such in any articles or document
filed with the Nebraska Secretary of State under the Act.

                                ARTICLE II

                                DIRECTORS

     Section 1.  Number and Qualification.  The business and affairs of the
Corporation shall be managed by a Board of Directors consisting of not less
than twelve (12) nor more than eighteen (18) directors.  The number of
directors to serve during any year shall be fixed by resolution of the
Board of Directors at its last regular meeting during the previous calendar
year, but may also be fixed by resolution of the Board of Directors or the
Executive Committee at a regular or special meeting of the Board of
Directors or Executive Committee held prior to the annual meeting of
shareholders in the year of such annual meeting.  In the event of failure
of the Board of Directors or Executive Committee to fix the number of
directors at such meetings, the number shall be the same as last fixed by
the Board of Directors.  Nominations of directors to be elected may be made
by the Board of Directors or by a committee of the Board of Directors
designated by the Board to make such nominations, or by any shareholder of
record entitled to vote generally in elections of directors.

     Section 2.  Classes.  The directors shall be divided into three (3)
classes.  Each class shall consist, as nearly as possible, of one-third
(1/3) of the total number of directors constituting the whole Board of
Directors.  At each annual meeting of shareholders, successors to the class
of directors whose term expires at that annual meeting shall be elected for
a three (3) year term.  A director shall hold office until the annual
meeting in the year in which the director's term expires and until the
director's successor shall be elected and qualified, subject however, to
prior death, resignation, retirement, disqualification or removal from
office.  If the number of directors is changed, any increase or decrease
shall be appropriated among the classes so as to maintain the number of
directors in each class as nearly equal as possible, and any additional
director of any class elected to fill a vacancy resulting from an increase
in such class shall hold office for a term that shall coincide with the
remaining term of that class, but in no case will a decrease in the number
of directors shorten the term of any director then in office.  The
termination of employment other than by retirement of any director who is
an employee of the Corporation shall be cause for disqualification from
further board membership unless waived by the Board of Directors.

     Section 3.  Vacancies.  If the office of any director becomes vacant
by reason of death, resignation, disqualification, removal from office, or
otherwise, a majority of the remaining directors (or the sole remaining
director), though less than a quorum, may appoint a successor, who shall
hold office for the unexpired term of the director he or she succeeds.  If
there shall be no directors in office, the shareholders shall be entitled
to fill the vacancies of the Board of Directors.

     Section 4.  Quorum.  The presence of a majority of the number of
directors prescribed, or if no number is prescribed, the number in office
immediately before the meeting beings, shall constitute a quorum for the
transaction of any business at any meeting of the Board of Directors.  If a
quorum is present when a vote is taken, the affirmative vote of a majority
of the directors present when such vote is taken shall be the act of the
Board of Directors.  If less than a quorum is present at any meeting, the
majority of those present may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum is
present.

     Section 5.  Annual Meeting.  The annual meeting of the Board of
Directors shall be held without notice other than this Bylaw immediately
following the adjournment of the annual meeting of shareholders and shall
be held at the same place as the annual meeting of shareholders unless some
other place is agreed upon by vote of a majority of the then elected Board
of Directors.

     Section 6.  Regular Meetings.  Regular meetings of the Board of
Directors may be held without notice at such time and place either within
or without the State of Nebraska as shall be from time to time determined
by the Board of Directors.

     Section 7.  Special Meetings.  Special meetings of the Board of
Directors may be called by the President and CEO on three (3) days' notice
to each director by mail or forty-eight (48) hours' notice by personal
delivery of written notice or by facsimile transmission; special meetir1gs
shall be called by the President and CEO or Secretary in like manner on the
written request of two (2) directors.  In all cases, notice shall be
addressed or otherwise delivered to the director at the director's last
known address.

     Section 8.  Action Without a Meeting.  Any action required to be taken
at a meeting of the Board of Directors may be taken without a meeting, if a
consent in writing, setting forth the action so taken, shall be signed by
all of the directors.  Such consent shall have the same effect as a
unanimous vote.  The consent may be executed by the directors in
counterparts.

     Section 9.  Presumption of Assent.  A director of the Corporation who
is present at a meeting of the Board of Directors or a committee thereof at
which action on any corporate matter is taken shall be presumed to have
assented to the action taken unless (a) he or she objects at the beginning
of the meeting or promptly upon his or her arrival to holding it or
transacting business at the meeting; (b) his or her dissent or abstention
is entered in the minutes of the meeting; or (c) he or she delivers written
notice of dissent or abstention with respect to such action to the person
acting as the Secretary of the meeting before the adjournment thereof or to
the Secretary of the Corporation immediately after the adjournment of the
meeting.  Such right to dissent or abstain shall not be available to a
director who voted in favor of such action.

     Section 10.  Compensation.  Directors shall receive such compensation
for their services as may be determined by resolution of the Board of
Directors from time to time and, in addition, a fixed sum of expenses of
attendance, if any, at each regular or special meeting of the Board of
Directors; provided that nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity
and receiving compensation therefor.  Members of special of standing
committees may be allowed compensation for attending committee meetings as
determined by the Board of Directors.

     Section 11.  Telephonic Meetings.  Members of the Board of Directors
or any committee appointed by the Board of Directors may participate in a
meeting of such Board or committee by means of a conference telephone or
similar communications equipment by which all persons participating in the
meeting can hear each other at the same time.  Participation by such means
shall constitute presence in person at a meeting.

     Section 12.  Committees.  The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more committees,
each committee to consist of three (3) or more directors and shall have
such functions and responsibilities as the Board shall prescribe in said
resolution of appointment subject to limitations provided by the Act.  Such
committee or committees shall have such name or names as may be determined
from time to time by resolution of the Board.  The Committees shall keep
regular minutes of their proceedings and report the same to the Board of
Directors upon request.

     Section 13.  Executive Committee.  There shall be an Executive
Committee appointed annually by the Board of Directors at its annual
meeting consisting of not less than three (3) nor more than seven (7) of
the directors as fixed by the Board of Director's resolution of appointment
and shall include the President and CEO.  Subject to the limitations
provided by the Act, the Executive Committee shall have and may exercise
all powers of the Board of Directors when the Board is not in session.
Meetings of the Executive Committee may be called by the President and CEO
or a member of the Executive Committee upon at least two (2) days' prior
oral notice or written notice delivered personally or by facsimile
transmission.  At all meetings of the Executive Committee, a majority of
the number of directors as appointed to the Executive Committee by the
Board of Directors shall constitute a quorum for the transaction of
business.

                               ARTICLE III

                                 OFFICERS

     Section 1.  Number and Qualification.  The officers of the Corporation
shall be a President and CEO, one or more Vice Presidents (as the Board of
Directors shall determine), a Secretary, a Treasurer and a Controller and
such other officers and agents as may be deemed necessary by the Board of
Directors including, but not limited to, a Chairman of the Board, Executive
Vice President, Chief Financial Officer, Assistant Secretaries and
Assistant Treasurers.  Any two or more offices may be held by the same
person.

     Section 2.  Election and Tenure.  The Board of directors, at its first
meeting after each annual meeting of shareholders, shall elect the officers
of the Corporation, none of whom is required to be a member of the Board of
Directors except for the President and CEO and the Chairman of the Board,
and all of whom shall hold their offices for such terms and shall exercise
such powers and perform such duties as are prescribed in these Bylaws and
as shall be determined from time to time by the Board of Directors.  The
officers of the Corporation shall hold office until their successors are
elected and qualify in their stead.  Any officer elected or appointed by
the Board of Directors may be removed and his or her employment terminated
at any time by the affirmative vote of a majority of the whole Board of
Directors, or any officer may be removed and his or her employment
terminated at any time by the President and CEO.  If the office of any
officer required to be filled pursuant to Section 1 of this Article III
becomes vacant for any reason, the vacancy shall be filled by the Board of
Directors.

     Section 3.  Duties and Authority of Officers.

          (a)  President and CEO.  The President and CEO shall be the chief
executive officer of the Corporation and, subject to the control of the
Board of Directors, shall in general supervise and control all of the
business and affairs of the Corporation.  The President and CEO shall be a
member of the Executive Committee and ex officio a member of all other
committees of the Board of Directors.  The President and CEO shall, when
present, preside at all meetings of the shareholders and of the Board of
Directors.  The President and CEO may sign, with the Secretary or any other
proper officer of the Corporation thereunto authorized by the Board of
Directors, certificates for shares of the Corporation and deeds, mortgages,
bonds, contracts or other instruments which the Board of Directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
Bylaws to some other officer or agent of the Corporation or shall be
required by law to be otherwise signed or executed; and in general, shall
perform all duties incident to the office of President and CEO and such
other duties as may be prescribed by the Board of Directors from time to
time.

          (b)  Chairman of the Board.  The Chairman of the Board, if
elected, may preside at all meetings of the Board of Directors and
shareholders at which he may be present and shall have such other powers
and duties as may be prescribed by the President and CEO or the Board of
Directors from time to time.

          (c)  Executive Vice President.  An Executive Vice President, when
elected, shall in the absence of disability of the President and CEO
perform the duties an exercise the powers of the President and CEO and
shall perform such other duties as from time to time may be assigned by the
President and CEO or by the Board of Directors.

          (d)  Chief Financial Officer.  The Chief Financial Officer, when
elected, shall be the chief financial officer of the Corporation, and
subject to the direction of the President and CEO, shall in general
supervise and control the financial affairs of the Corporation.  Absent the
election of another individual as the Controller, the Chief Financial
Officer shall also be elected as the Controller of the Corporation and
shall perform the duties of the Controller as described below.  In the
absence or disability of either the Secretary or the Treasurer, the Chief
Financial Officer shall perform the duties and exercise the powers of the
Secretary or the Treasurer, as the case may be, as described below.

          (e)  Vice President.  In the absence of the President and CEO or
Executive Vice President, if elected, or in the event of his or her death,
inability or refusal to act, the Vice President (or in the event there
shall be more than one Vice President, the Vice Presidents in order of
their length of service) shall perform the duties of the President and CEO,
and when so acting, shall have all the powers of and be subject to all the
restrictions upon the President and CEO.  Any Vice President shall perform
such other duties as from time to time may be assigned by the President and
CEO or by the Board of Directors.

          (f)  Secretary.  The Secretary shall attend and keep minutes of
the meetings of the shareholders and of the Board of Directors in one or
more books provided for that purpose, and shall perform like duties for the
committees of the Board of Directors when required.  The Secretary shall
give, or cause to be given, all notices in accordance with the provisions
of these Bylaws or as required by law, be the custodian of and authenticate
the corporate records of the Corporation, keep a register of the post
office address of each shareholder which shall be furnished to the
Secretary by such shareholder, sign with the President and CEO, the
Chairman of the Board, or a Vice President certificates for shares of the
Corporation the issuance of which shall be authorized by resolution of the
Board of Directors, have general charge of the stock transfer books of the
Corporation, and in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned by the
President and CEO or by the Board of Directors.

          (g)  Treasurer.  The Treasurer shall have charge and custody and
be responsible for all funds and securities of the Corporation, receive and
give receipts for all securities and monies due and payable to the
Corporation from any source whatsoever, deposit all such monies in the name
of the Corporation in such banks, trust companies, or in other depositories
as shall be designated by the Board of Directors, and in general perform
all of the duties incident to the office of Treasurer and such other duties
as from time to time may be assigned by the President and CEO or by the
Board of Directors.

          (h)  Controller.  The Controller shall be the chief accounting
officer of the Corporation and have full responsibility and control of the
accounting department, which department shall include all accounting
functions carried on in all of the Corporation's offices, branches and
subsidiaries.  As such he shall, subject to the approval of the Board of
Directors, establish accounting policies.  He shall standardize and
coordinate accounting practices, supervise all accounting records and the
preparation of all financial statements and tax returns.  The Controller
shall also direct the internal auditing of the Corporation and keep the
Audit Committee of the Board of Directors and the President and CEO
informed as to occurrences and procedures that may need their attention.
He shall also perform such other duties as from time to time may be
assigned by the President and CEO or by the Board of Directors.

     Section 4.  Compensation.  The compensation of the officers shall be
fixed from time to time by the Board of Directors.  No such payment shall
preclude any officer from serving the Corporation in any other capacity and
receiving compensation therefor.

                                ARTICLE IV

                            STOCK CERTIFICATES

     Section 1.  Form.  Certificates of stock of the Corporation shall be
differentiated between common and preferred stock and numbered and shall be
entered in the books of the Corporation or the transfer agent and registrar
of the Corporation as they are issued.  Certificates shall exhibit the
holder's name and number of shares held and shall be signed by the
President and CEO, the Chairman of the Board, an Executive Vice President,
or a Vice President, and by the Secretary or Treasurer, and the seal of the
Corporation shall be affixed thereto.  The signatures of any of the
aforesaid officers and the seal of the Corporation may be facsimiles
engraved, lithographed, stamped or printed.  The certificates shall be
countersigned by the transfer agent and registrar of the Corporation.  If
any officer who has signed or whose facsimile signature has been used on
any such certificate shall cease to be such officer of the Corporation,
whether because of death, resignation or otherwise, before such certificate
has been delivered by the Corporation, such certificate when countersigned
by the transfer agent and registrar of the Corporation, shall nevertheless
be as effective in all respects as though the person who signed such
certificate or whose facsimile signature shall have been used thereon had
not ceased to be an office of the Corporation.  The procedures set forth in
this Section shall apply to all certificates of stock issued on or after
May 1, 1993.

     Section 2.  Transfer.  Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares duly endorsed
or accompanied by proper evidence of succession, assignment or transfer, it
shall be the duty of the Corporation to issue a new certificate to the
person entitled thereto, cancel the old certificate and record the
transaction upon its books.

     Section 3.  Loss or Destruction.  In case of loss or destruction of a
certificate of stock, no new certificate shall be issued in lieu thereof
except upon satisfactory proof to the Board of Directors or the transfer
agent of the Corporation of such loss or destruction.  The Board of
Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost or destroyed certificate
or certificates, or such owner's legal representative, to advertise the
same in such manner as it shall require and give the Corporation a bond in
such sum as it may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate or certificates
alleged to have been lost or destroyed.

                                 ARTICLE V

                        DIVIDENDS AND BANK ACCOUNT

     Section 1.  Dividends.  Dividends upon the capital stock of the
Corporation, subject to the provisions of the Articles of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law.  For the purpose of determining shareholders
entitled to receive payment of any dividend, the Board of Directors of the
Corporation may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than
seventy (70) days prior to the dividend payment date.  If no record date is
fixed for the determination of shareholders entitled to receive payment of
a dividend, the day before the date on which the resolution of the Board of
Directors declaring such dividend is adopted shall be the record date for
such determination.  Dividends may be paid in cash, in property or in
shares of capital stock.  Before payment of any dividend there may be set
aside out of any funds of the Corporation available for dividends such sum
or sums as the Board of Directors may from time to time, in their absolute
discretion, think proper as a reserve fund to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
Corporation, or for such other purpose as the Board of Directors shall
think conducive to the interest of the Corporation, and the Board of
Directors may abolish any such reserve in the manner in which it was
created.

     Section 2.  Bank Account.  The funds of the Corporation shall be
deposited in such banks, trust funds or depositories as the Board of
Directors may designate and shall be withdrawn upon the signature of the
President and CEO and/or upon the signatures of such other person or
persons as the directors may by resolution authorize.

                                ARTICLE VI

                INDEMNIFICATION OF DIRECTORS AND OFFICERS

To the fullest extent permitted by law, the Corporation shall indemnify any
individual who was or is a party or threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (and whether or not by or in the
right of the Corporation) by reason of the fact that he or she was a
director or officer of the Corporation or was serving at the request
(whether formal or informal) of the Corporation as a director, officer,
employee, agent or fiduciary of another corporation, partnership, joint
venture, employee benefit plan, trust or other enterprise against liability
and/or expense incurred by such individual in connection therewith to the
fullest extent mandated or permitted under the Act or other applicable law.

The indemnity provided for by this Article I shall not be deemed to be
exclusive of any other rights to which those indemnified may be otherwise
entitled, nor shall the provisions of this Article I be deemed to prohibit
the Corporation from extending its indemnification to cover other persons
or activities, to the extent permitted by the Act, any other provision of
applicable law or pursuant to any provision in the Bylaws.

                                ARTICLE VII

                                 AMENDMENTS

     Except as otherwise provided by the Act or by specific provisions of
these Bylaws, the Bylaws may be amended or repealed by the Board of
Directors or by the shareholders at any annual, regular or special meeting
of the Board of Directors or of the shareholders.

                                ARTICLE VIII

                              WAIVER OF NOTICE

     Whenever any notice is required to be given to any shareholder or
director of the Corporation under the provisions of the Articles of
Incorporation, these Bylaws or the Act, a waiver thereof in writing, signed
by the person or persons entitled to such notice, whether before or after
the time stated therein, shall be equivalent to the giving of such notice.

                                  ARTICLE IX

                                 FISCAL YEAR

The fiscal year of the Corporation shall end as of the 31st day of December
in each year.


<PAGE>

Dated:_________________________,
1998


Aliant Communications Co.,
a Delaware corporation
domesticated in Nebraska


By:  /s/ Michael J. Tavlin
     ------------------------
     Michael J. Tavlin, Vice
      President - Treasurer and
      Secretary