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                                                                    Exhibit 3.2

                       Bylaws as Amended February 2, 1999

                             THE LIBERTY CORPORATION
                                     BYLAWS

                            ARTICLE I - SHAREHOLDERS

         Section 1. Annual Meetings. The annual meeting of the shareholders of
the Company shall be held on such day during the first one hundred and fifty
days of the calendar year as the Board of Directors may determine.

         Section 2. Special Meetings. Special meetings of the shareholders may
be called at any time by a majority of the Board of Directors, the Chairman of
the Board, the Chief Executive Officer, the President, or upon request of
shareholders holding at least one-tenth of the outstanding stock of the Company
entitled to vote at such meeting.

         Section 3. Place of Meetings. Each annual and special meeting of the
shareholders shall be held at the principal office of the Company, or at such
other place within or without the State of South Carolina as shall be designated
by the Board of Directors or the officer calling such meeting.

         Section 4. Notice of Meetings. Written or printed notice stating the
place, day and hour of meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be mailed by or at
the direction of the Secretary, an Assistant Secretary or officer calling the
meeting, not less than ten nor more than fifty days before the date of the
meeting, to each shareholder of record, addressed to him at his address as it
appears on the stock books of the Company, as of the date set pursuant to
Section 4 of Article VI hereof.

         Section 5. Proxies. At a meeting of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder and filed with the
Secretary of the Company, bearing date within eleven months prior to the meeting
unless a longer period is provided therein and is permitted by law. In lieu of
voting by proxy executed in writing, a shareholder may vote by proxy transmitted
to the Secretary of the Company, or such other person or entity authorized by
the Company to receive proxies, by telegram, cablegram, telephone, or other
means of electronic transmission, provided that any such transmission must set
forth or be submitted with information from which it can be determined that such
transmission was authorized by the shareholder. Any copy, facsimile
telecommunication or other reliable reproduction of such writing or transmission
may be substituted or used in lieu of the original writing or transmission for
any and all purposes for which the original writing or transmission could be
used, provided that any such reproduction is a complete reproduction of the
entire original writing or transmission.

         Section 6. Quorum. A majority of the issued and outstanding shares of
the Company, present in person or by proxy and entitled to vote thereat, shall
constitute a quorum at a meeting of shareholders.

         Section 7. Voting. Subject to the laws of the State of South Carolina
with respect to multiple ownership of stock and the provisions of the Articles
of Incorporation and Article VI hereof, each shareholder shall be entitled to
one vote for each share of stock standing in his name on the books of the
Company. Only those whose names appear as shareholders on the books of the
Company, or their proxies or legal representatives, shall be entitled to vote or
to participate in any meeting of shareholders. A majority of the votes cast at a
duly called meeting at which a quorum is present shall decide any question that
may come before the meeting, except as otherwise provided by law, these Bylaws
or the Articles of Incorporation of the Company.

         Section 8. Control Share Statute. Article 1 of Title 36, Chapter 2 of
the Code of Laws of South Carolina 1976 does not apply to control share
acquisition of shares of this Corporation (as defined in such Article).

         Section 9. Shareholder Nominations and Proposals. At a meeting of the
shareholders, only such business shall be conducted which has been properly
brought before the meeting. To be properly brought before a meeting,


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business must be specified in the notice of the meeting (or any supplement
thereto) given by or at the direction of the Board of Directors, otherwise
properly brought before the meeting by or at the direction of the Board of
Directors, or otherwise properly brought before the meeting by a shareholder.

         For business to be properly brought before a meeting by a shareholder,
the Secretary of the Company must have received written notice thereof from the
shareholder describing the nomination or proposal not less than one hundred and
twenty nor more than one hundred and fifty calendar days before the date of the
Company's proxy statement released to shareholders in connection with the
previous year's annual meeting; provided however, that in the event an annual
meeting was not held during the previous year, or if the date of the current
year's annual meeting has been changed by more than thirty days from the date of
the previous year's meeting, the required notice by the shareholder of such
nomination or proposal to be timely must be received by the Secretary of the
Company within a reasonable time before the Company begins to print its proxy
materials.

         In the case of shareholder nominations for election to the Board of
Directors, the shareholder's notice to the Secretary shall set forth (a) as to
each person whom the shareholder proposes to nominate for election or
re-election as a director: (i) the name, age, business address and, if known,
residence address, (ii) the principal occupation or employment for the past five
years, (iii) the class and number of shares of the Company which are legally or
beneficially owned, (iv) other directorships held, (v) the names of business
entities of which each such nominee owns a ten percent or more legal or
beneficial interest, and (vi) all other information with respect to the nominees
required by the Federal proxy rules in effect at the time the notice is
submitted; and (b) as to the shareholder giving the notice (i) the name and
record address of the shareholder and (ii) the class and number of shares of
capital stock of the Company which are legally or beneficially owned by the
shareholder. In addition, the notice shall be accompanied by a written statement
of each proposed nominee consenting to the proposed nomination, agreeing to
serve as a director if elected, and confirming the accuracy of the information
relating to the proposed nominee as set forth in the notice. The Company may
require any proposed nominee to furnish such other information as may be
reasonably required to determine the eligibility of such nominee to serve as a
director of the Company. No person shall be eligible for election as a director
of the Company unless nominated in accordance with the procedures set forth
herein.

         In the case of shareholder proposals other than the election of
directors, the shareholder's notice to the Secretary shall set forth as to each
matter proposed to be brought before the meeting (i) a brief description of the
business to be brought before the meeting, (ii) the name, business and residence
address of each of the shareholders submitting the proposal, (iii) the principal
occupation or employment of that shareholder, (iv) the class and number of
shares of the Company which are legally or beneficially owned by such
shareholder, (v) any material interest of the shareholder in such business, and
(vi) such other information as the Board of Directors reasonably determines is
necessary or appropriate.

         The Chairman of the meeting may, if the facts warrant, determine and
declare to the meeting that a shareholder nomination or proposal was not made in
accordance with the procedures prescribed in these Bylaws or is otherwise not in
accordance with law. If the Chairman should so determine, he shall so declare to
the meeting and the defective nomination or proposal shall be disregarded.
Notwithstanding anything in these Bylaws to the contrary, no elections or other
business shall be conducted at any meeting of the shareholders except in
accordance with the procedures set forth in Section 9 of Article I hereof.


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                             ARTICLE II - DIRECTORS

         Section 1. General Powers and Authority. The business and property of
the Company shall be managed by the Board of Directors and they shall and may
exercise all powers and authority of the Company except as limited by law, the
Articles of Incorporation, or elsewhere by these Bylaws. They shall have power
and authority to make all necessary rules and regulations for their government
and for the regulation of the business of the Company which are not inconsistent
with the Articles of Incorporation and these Bylaws, and shall have general
management and control of the Company. The Board of Directors may delegate from
time to time to any committee, officer or agent, such power and authority as
permitted by law.

         Section 2. Number, Election and Terms. Except as otherwise fixed
pursuant to Article 4 of the Restated Articles of Incorporation relating to the
rights of the holders of any class or series of stock having a preference over
the Common Stock as to dividends or upon liquidation (the "Preferred Stock") to
elect additional directors under specified circumstances, the number of
directors shall be 12; provided however, that the number of directors may be
fixed from time to time at any number, not less than 9 nor more than 16, by
resolution adopted by the Board of Directors. The directors, other than those
who may be elected under specified circumstances by the holders of any class or
series of Preferred Stock, shall be classified, with respect to the time for
which they severally hold office, into three classes, as nearly equal in number
of members as possible, as determined by the Board of Directors. One such class
shall hold office initially for a term expiring at the annual meeting of
shareholders to be held in 1986, another class shall hold office initially for a
term expiring at the annual meeting of shareholders to be held in 1987, and
another class shall hold office initially for a term expiring at the annual
meeting of shareholders to be held in 1988. At each annual meeting of
shareholders, the successors to the class of directors whose term expires at
that meeting shall be elected to hold office for a term expiring at the annual
meeting of shareholders held in the third year following the year of their
election, and the successor to any director previously elected by the directors
pursuant to Section 3 below as a member of a class whose term is not expiring at
that meeting shall be elected by the shareholders for the remainder of the full
term of the class of directors in which the new directorship was created or the
vacancy occurred. The members of each class of directors shall hold office until
their successors are elected and qualified or until their earlier resignation,
disqualification, disability, death or removal from office.

         Section 3. Newly Created Directorships and Vacancies. Except for any
directors who may be elected under specified circumstances by the holders of any
class or series of Preferred Stock, newly created directorships resulting from
any increase in the number of directors and any vacancies on the Board of
Directors resulting from death, resignation, disqualification, removal or other
cause shall be filled solely by the affirmative vote of a majority of the
remaining directors then in office, even though less than a quorum of the Board
of Directors. Any director elected in accordance with the preceding sentence
shall hold office until the next shareholders' meeting at which directors of any
class are elected and until such director's successor shall have been elected
and qualified, or until his earlier resignation, disqualification, disability,
death or removal from office. At the time of any increase in the number of
directors, except in the case of directors elected in specified circumstances by
the holders of any class or series of Preferred Stock, the Board of Directors
shall specifically allocate the additional directorships among the three classes
so as to make the three classes as nearly equal in number of members as
possible. No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director, but subject to this
restriction, the Board of Directors shall effect and allocate any decrease in
the number of directors in a manner and at such time or times so as to keep the
three classes as nearly equal in number of members as possible.

         Section 4. Removal. Except for any directors who may be elected under
specified circumstances by the holders of any class or series of Preferred
Stock, any director may be removed from office, without cause, only by the
affirmative vote of the holders of 80% of the combined voting power of the then
outstanding shares of stock entitled to vote generally in the election of
directors, voting together as a single class.

         Section 5. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this Bylaw immediately after,
and at the same place as, the annual meeting of shareholders. The Board of


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Directors may provide, by resolution, the date, time and place, either within or
without the State of South Carolina, for the holding of additional regular
meetings without other notice than such resolution.

         Section 6. Special Meetings. Special meetings of the Board of Directors
may be called by the Executive Committee, the Chairman of the Board, the Vice
Chairman of the Board, the Chief Executive Officer or upon request of a majority
of the Board, and may be held at such time and place, either within or without
the State of South Carolina, as may be specified in the notice thereof. To the
extent permitted by applicable law, special meetings of the Board of Directors,
or of any committee thereof, may be held by conference telephone communication.

         Section 7. Notice of Meetings. Notice of each special meeting of the
Board of Directors, stating the time, manner and place where the meeting is to
be held, shall be given by or at the direction of the Secretary or an Assistant
Secretary by mailing the same to each director at his residence or business
address not less than three days before such meeting, or by giving the same to
him personally or telegraphing or telephoning the same to him at his residence
or business address not later than the day before the day on which the meeting
is to be held. Any and all requirements for call and notice of meetings may be
dispensed with if all directors are present at the meeting or if those not
present at the meeting shall at any time waive or have waived notice thereof.

         Section 8. Quorum and Manner of Action. A majority of the number of
directors then in office shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors. Except as otherwise provided
in the Restated Articles of Incorporation, the vote of a majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors.

         Section 9. Compensation. The directors shall receive such fees,
retainers, expenses and the like for attendance at meetings of the Board and
performance of their duties, as may be determined by the Board of Directors;
provided, however, that no salaried officer shall receive a fee or retainer for
attendance at such meetings or performance of such Board duties.

                            ARTICLE III - COMMITTEES

         Section 1. Executive Committee. The Executive Committee shall consist
of not less than two members, all of whom shall be members of the Board of
Directors. Except as otherwise limited by law, the Executive Committee shall be
vested with full authority to act for and on behalf of the Board of Directors in
the management of the business and affairs of the Company and to do all things,
including actions specified by these Bylaws to be performed by the Board of
Directors, in the same manner and with the same authority and effect as if such
acts had been performed by the Board of Directors.

         The members of the Executive Committee shall be elected by the Board of
Directors and shall serve at the pleasure of the Board of Directors. The Board
of Directors shall designate the chairman of such committee, or if for any
reason the Board shall fail to designate the chairman, then such committee shall
elect its own chairman. Meetings of each such committee shall be held at such
times and places as may be determined by its chairman or as may be agreed upon
by members of the committee. A quorum at any meeting of such committee shall
consist of a majority of the committee, and any action taken by such committee
shall require the assent of at least a majority of the members who are present.
Notice of meetings shall be given in the same manner as for special meetings of
the Board of Directors. Any action taken by the Executive Committee shall be
deemed to be action taken by the Board of Directors and shall be binding on the
Company, but the Board of Directors shall at all times have the power to reverse
and overrule any action taken by such committee, provided that the exercise of
such power by the Board of Directors shall not in any way abrogate the
obligations or duties owing by the Company to third parties who have acted in
reliance on the action taken by such committee. All proceedings by such
committee and all action taken by each such committee shall be reported to the
Board of Directors at the meeting of the Board of Directors next following such
proceedings or action.


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         Section 2. Other Committees. There shall be such other committees
consisting of directors, officers and employees of the Company as the Board of
Directors, chairman of the Board, or the Chief Executive Officer of the Company
may appoint from time to time.

         Section 3. Compensation. Members of committees shall receive such fees,
retainers and expenses for attendance at committee meetings and performance of
committee duties as may be determined by the Board of Directors; provided,
however, that no salaried officer of the Company shall receive a fee or retainer
for attendance at such meetings or performance of such committee duties.

                              ARTICLE IV - OFFICERS

         Section 1. Designation and Number. The officers of the Company shall be
a Chairman of the Board, a Chief Executive officer, a President, one or more
Vice-Presidents, a Secretary, a Treasurer, and a controller, with such
designation of rank, powers and duties as the Board of Directors may from time
to time designate and determine. Such other officers or assistant officers as
may be deemed necessary may be elected or appointed by the Board of Directors
with such duties and powers as the Board may from time to time designate and
determine. Any two or more of said offices may be held by one person at the same
time, except that the Chairman, Chief Executive Officer, or President may not
also be the Secretary or Treasurer.

         Section 2. Election and Tenure. The officers of the Company shall be
elected annually at the first regular meeting of the Board of Directors held
after each annual meeting of shareholders, or at a special meeting called for
that purpose if for any reason officers should not be elected at such first
meeting, and shall hold office until the first regular meeting of the Board of
Directors held after the next annual meeting of shareholders and their
successors are duly elected and qualified; provided, however, that any officer
may be removed from office by the Board of Directors at any regular or special
meeting, meeting, and any vacancy in any office, however caused, may be filled
by the Board of Directors at any regular or special meeting.

         Section 3. Duties of Officers. The Board of Directors shall, from time
to time, in its discretion, designate and prescribe the duties incident to each
office, and it may, at any time, expressly authorize any officer to perform any
duty or function which is usually performed by any other officer.

         Section 4. Salaries. The salaries of the officers shall be fixed from
time to time by the Board of Directors or by a committee of the Board. No
officer shall be prevented from receiving such salary by reason of the fact that
he is also a director of the Company.

              ARTICLE V - INDEMNIFICATION OF DIRECTORS AND OFFICERS

         To the extent permitted by and subject to the laws of the State of
South Carolina, any present or former director, officer or employee of the
Company, or any person who, at the request of the Company, express or implied,
may have served as a director or officer of another Company in which this
Company owns shares or of which this Company is a creditor, shall be entitled to
reimbursement of expenses and other liabilities, including attorney's fees
actually and reasonably incurred by him and any amount owing or paid by him in
discharge of a judgment, fine, penalty of costs against him or paid by him in a
settlement approved by a court of competent jurisdiction, in any action or
proceeding, including any civil, criminal or administrative action, suit,
hearing or proceeding, to which he is a party by reason of being or having been
a director, officer or employee of this or such other Company.

         To the extent permitted by and subject to the laws of the State of
South Carolina, the Company is authorized to purchase and maintain insurance on
behalf of any present or former director, officer, or employee of the Company,
or any person who, at the request of the Company, express or implied, may have
served as a director or officer of another company in which this Company owns
shares or of which this Company is a creditor, against any liability


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asserted against him and incurred by him in any such capacity or arising out of
his status as such together with such costs, fees, penalties, fines and the like
with respect thereto, all as set forth hereinabove.

         This section is not intended to extend or to limit in any way the
rights and remedies provided with respect to indemnification of directors,
officers, employees, and other persons provided by the laws of the State of
South Carolina but is intended to express the desire of the shareholders of this
Company that indemnification be granted to such directors, officers, employees
and other persons to the fullest extent allowable by such laws.

                           ARTICLE VI - CAPITAL STOCK

         Section 1. Certificates of Stock. The shares of the Corporation shall
be represented by certificates, provided that the Board of Directors of the
Corporation may provide by resolution or resolutions that some or all of any or
all classes or series of its stock shall be uncertificated shares.
Notwithstanding the adoption of such a resolution by the Board of Directors,
every holder of stock represented by certificates and every holder of
uncertificated shares, upon request, shall be entitled to have a certificate,
which shall be in such form as may be prescribed by the Board of Directors,
shall be signed by the Chairman, Vice Chairman, Chief Executive Officer,
President or a Vice President and by the Treasurer or the Secretary or an
Assistant Secretary, and shall be sealed with the Company's seal or a facsimile
thereof; provided, however, that if the certificate is countersigned by a
transfer agent or any assistant transfer agent, or is registered by a registrar,
other than the Company itself or an employee of the Company, such certificates
may be signed with the facsimile signatures of the officers authorized to
execute such certificates. All certificates shall be consecutively numbered or
otherwise identified. Except as otherwise expressly provided by law, the rights
and obligations of the holders of uncertificated stock and the rights and
obligations of the holders of certificates representing stock of the same class
and series shall be identical.

         Section 2. Stock Record. The name and address of the person or entity
to whom shares of the capital stock are issued, together with the certificate
number, if a certificate is issued, number of shares and date of issue, shall be
entered on the stock transfer books of the Company. All certificates surrendered
to the Company for transfer shall be canceled, and no new certificate or record
of uncertificated shares shall be issued or made until the former certificate
for a like number of shares shall have been surrendered and canceled. In the
case of a lost, destroyed or mutilated certificate, a new certificate of stock
or record of uncertificated shares may be issued or made therefor upon such
terms and indemnity to the Company as the Board of Directors may prescribe.

         Section 3. Transfer of Stock. Transfer of stock of the Company shall be
made on the books of the Company by direction of the person or entity named in
the certificate or, in the case of uncertificated shares, by the person or
entity in whose name shares stand on the books of the Company, or his attorney,
lawfully constituted in writing, and upon the surrender of the certificate or
certificates for such shares, where certificated, properly endorsed, with such
evidence of the authenticity of such transfer, authorization and other matters
as the Company or its agents may reasonably require, and accompanied by any
necessary stock transfer tax stamps; or if the Board of Directors shall by
resolution so provide, transfer of stock may be made in any other manner
provided by law. Any such resolution providing for the issuance of
uncertificated shares shall not apply to shares represented by a certificate
until such certificate is surrendered to the Company. The person or entity in
whose name shares stand on the books of the Company shall be deemed by the
Company to be the owner thereof for all purposes.

         Section 4. Closing Stock Transfer Books and Fixing Record Date. The
Board of Directors shall have power to close the stock transfer books of the
Company for a period not exceeding fifty days preceding the date of any meeting
of shareholders, payment of dividends, allocation of rights, change, conversion
or exchange of capital stock, or the date of determining shareholders for any
other purpose. In lieu of closing the stock transfer books, in order to
determine the holders of record of the Company's stock who are entitled to
notice of meetings, to vote at a meeting or adjournment thereof or to receive
payment of any dividend or allotment of rights, or to exercise rights with
respect to any change, conversion or exchange of capital stock, or to give
consent, or to make a determination of the shareholders of record for any other
purpose, the Board of Directors of the Company may fix in advance a record date
for such


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determination of shareholders, which date shall not be more than fifty days
prior to the date of the action which requires such determination, nor, in the
case of a shareholders' meeting, shall it be less than ten days in advance of
such meeting.

                            ARTICLE VII - AMENDMENTS

         Section 1. Amendment by Shareholders. These Bylaws may be added to,
amended or repealed, by the majority vote of the entire outstanding stock of the
Company at any regular meeting of the shareholders, or at any special meeting,
where such proposed action has been announced in the call and notice of such
meeting.

         Section 2. Amendment by Board of Directors. Subject to the right of the
shareholders to adopt, amend or repeal Bylaws, the Board of Directors shall have
the power to adopt, amend or repeal Bylaws, by an affirmative vote of a majority
of all directors then holding office, provided that notice of the proposal to
adopt, amend or repeal the Bylaws is included in the notice to the directors
with respect to the meeting at which such action takes place.


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