Exhibit 4.2
                                     BY LAWS

                                       OF

                       HUNGARIAN TELEPHONE AND CABLE CORP.
                              (as amended to date)

                                    ARTICLE 1

                                     OFFICES

                  SECTION 1. REGISTERED  OFFICE.  The registered office shall be
established and maintained at the office of XL Corporate Services, Inc., 15 East
North Street,  in the City of Dover,  in the County of Kent, and in the State of
Delaware  19901,  and said  corporation  shall be the  registered  agent of this
corporation in charge thereof.

                  SECTION  2.  OTHER  OFFICES.  The  corporation  may have other
offices, either within or without the State of Delaware, at such place or places
as the Board of  Directors  may from time to time appoint or the business of the
corporation may require.

                                   ARTICLE II

                                  SHAREHOLDERS

1.       Place of Meetings

                  Meetings of shareholders  shall be held at the principal place
of the  Corporation,  or at such other places within or without the State of New
York as the Board shall authorize.

2.       Annual Meetings

                  The annual  meeting  of the  shareholders  of the  Corporation
shall be held at 2:00 p.m.  on the last  Tuesday of the fifth month in each year
after the close of the  fiscal  year of the  Corporation,  if such date is not a
legal holiday and if a legal holiday, then on the next business day following at
the same hour, at which time the shareholders  shall elect a Board of Directors,
and transact such other business as may properly come before the meeting.

3.       Special Meetings

                  Special meetings of the shareholders may be called at any time
by the Board or by the  President,  and shall be called by the  President or the
Secretary  at the Written  request of the  holders of ten  percent  (10%) of the
outstanding shares entitled to vote there at, or as otherwise required by law.
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4.       Notice of Meetings

                  Written notice of each meeting of shareholders, whether annual
or special,  stating  the time when and place  where it is to be held,  shall be
served not less than ten nor more than fifty days before the meeting,  upon each
shareholder  of  record  entitled  to  vote at such  meeting,  and to any  other
shareholder  to whom the giving of notice may be  required  by law.  Notice of a
special  meeting  shall also state the purpose or purposes for which the meeting
is called,  and shall indicate that it is being issued by the person calling the
meeting. If, at any meeting action is proposed to be taken that would, if taken,
entitle  shareholders  to receive  payment for their shares,  the notice of such
meeting shall include a statement of the purpose and to that effect.  If mailed,
such notice shall be directed to each such  shareholder  at his  address,  as it
appears on the records of the shareholders of the  Corporation,  unless he shall
have  previously  filed with the Secretary of the  Corporation a written request
that notices  intended for him be mailed to some other address,  in which event,
it shall be mailed to the address designated in such request.

5.       Waiver

                  Notice of any meeting need not be given to any shareholder who
submits  a signed  waiver  of  notice  either  before  or after a  meeting.  The
attendance  of any  shareholder  at a  meeting,  in person  or by  proxy,  shall
constitute a waiver of notice by such shareholder.

6.       Fixing Record Date

                  For the purpose of determining  the  shareholders  entitled to
notice of or to vote at any meeting of shareholders or any adjournment  thereof,
or to express consent to or dissent from any proposal without a meeting,  or for
the  purpose of  determining  shareholders  entitled  to receive  payment of any
dividend or the allotment of any rights, or for the purpose of any other action,
the  Board  shall  fix,  in  advance,  a date as the  record  date  for any such
determination of  shareholders.  Such date shall not be more than fifty nor less
than ten days before the date of such meeting, nor more than fifty days prior to
any  other  action.  If no  record  date is  fixed it  shall  be  determined  in
accordance with the provisions of law.

7.       Quorum

                  (a)  Except  as  otherwise  provided  by  the  Certificate  of
Incorporation,  at all  meetings of the  shareholders  of the  Corporation,  the
presence  at the  commencement  of such  meetings,  in person  or by  proxy,  of
shareholders holding a majority of the total number of shares of the Corporation
then issued and  outstanding on the records of the  Corporation  and entitled to
vote,  shall  be  necessary  and  sufficient  to  constitute  a  quorum  for the
transaction  of any business.  If a specified item of business is required to be
voted on by a class or  classes,  the holder of a majority of the shares of such
class or classes shall constitute a quorum for the transaction of such specified
item of business.  The withdrawal of any shareholder after the commencement of a
meeting  shall have no effect on the  existence of a quorum,  after a quorum has
been established at such meeting.

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                  (b)  Despite  the absence of a quorum at any annual or special
meeting of shareholders,  the  shareholders,  by a majority of the votes cast by
the holders of shares entitled to vote thereon, may adjourn the meeting.

8.       Voting

                  (a)  Except  as   otherwise  provided  by  statute or  by  the
Certificate of Incorporation,

                           (1)  directors shall be elected by a plurality of the
                  votes cast;

                           (2) all other corporate action to be taken by vote of
                  the  shareholders,  shall be authorized by a majority of votes
                  cast;

at a meeting of shareholders by the holders of shares entitled to vote thereon.

                  (b)  Except  as  otherwise  provided  by  statute  or  by  the
Certificate of  Incorporation,  at each meeting of shareholders,  each holder of
record of shares of the Corporation  entitled to vote,  shall be entitled to one
vote  for  each  share  of  stock  registered  in his  name on the  books of the
Corporation.

                  (c) Each shareholder entitled to vote or to express consent or
dissent  without a  meeting,  may do so by proxy;  provided,  however,  that the
instrument  authorizing such proxy to act shall have been executed in writing by
the shareholder himself, or by his attorney-in-fact  duly authorized in writing.
No proxy shall be valid after the  expiration  of eleven months from the date of
its  execution,  unless  the proxy  shall  specify  the  length of time it is to
continue in force.  The proxy shall be delivered to the Secretary at the meeting
and shall be filed with the  records of the  Corporation.  Every  proxy shall be
revocable at the pleasure of the  shareholder  executing it, except as otherwise
provided by law.

                  (d) Any action that may be taken by vote may be taken  without
a meeting  on written  consent.  Such  action  shall  constitute  action by such
shareholders  with the same force and effect as if the same had been approved at
a duly called meeting of  shareholders  and evidence of such approval  signed by
all of the shareholders shall be inserted in the Minute Book of the Corporation.


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                                   ARTICLE III

                               BOARD OF DIRECTORS

1.       Number

                  The number of the  directors of the  Corporation  shall be not
less than three (3) nor more than nine (9) unless all of the outstanding  shares
are owned of record by less than three shareholders,  in which event, the number
of directors shall not be less than the number of shareholders.

2.       Election

                  Except  as  may  otherwise  be  provided   herein  or  in  the
Certificate of Incorporation,  the members of the Board need not be shareholders
and  shall  be  elected  by a  majority  of  the  votes  cast  at a  meeting  of
shareholders, by the holders of shares entitled to vote in the election.

3.       Term of Office

                  Each  director  shall hold office until the annual  meeting of
the  shareholders  next  succeeding  his  election,  and until his  successor is
elected and qualified, or until his prior death, resignation or removal.

4.       Duties and Powers

                  The Board shall be responsible  for the control and management
of the affairs,  property and interests of the Corporation,  except those powers
expressly conferred upon or reserved to the shareholders.

5.       Annual

                  Regular annual meetings of the Board shall be held immediately
following the annual meeting of shareholders.

6.       Regular Meetings and Notice

                  The Board may provide by resolution for the holding of regular
meetings of the Board of Directors, and may fix the time and place thereof.

                  Notice of regular  meetings  shall not be required to be given
and if given,  need not specify the purpose of the meeting;  provided,  however,
that in the case  that the Board  shall  fix or change  the time or place of any
regular  meeting,  notice of such action be given to each director who shall not
have been  present at the meeting at which such action was taken within the time
limited,  and in the manner set forth at Section 7 of this Article  III,  unless
such notice shall be waived.

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7.       Special Meetings and Notices

                  (a)  Special  meetings  of the  Board  shall be held  whenever
called by the  President or by one of the  directors,  at such time and place as
may be specified in the respective notices or waivers of notice thereof.

                  (b) Notice of special  meetings  shall be mailed  directly  to
each  director,  addressed  to him for such  purpose  or at his  usual  place of
business,  at least two (2) business days before the day on which the meeting is
to be held,  or delivered to him  personally  or given to him orally,  not later
than the business day before the day on which the meeting is to be held.

                  (c) Notice of a special  meeting  shall not be  required to be
given to any  director who shall  attend such  meeting,  or who submits a signed
waiver of notice.

8.       Chairman

                  At all meetings of the Board, the Chairman, if present,  shall
preside.  If there is no  Chairman,  or he shall be absent,  then the  President
shall  preside.  In his absence,  the Chairman  shall be chosen by the Directors
present.

9.       Quorum and Adjournment

                  (a) At all  meetings of the Board,  the presence of a majority
of the  entire  Board  shall  be  necessary  to  constitute  a  quorum  for  the
transaction of business, except as otherwise provided by law, by the Certificate
of Incorporation  or by these By-Laws.  Participation of any one or more members
of the  Board by means  of a  conference  telephone  or  similar  communications
equipment,  allowing all persons participating in the meeting to hear each other
at the same time, shall constitute presence in person at such meeting.

                  (b) A majority of the directors present at any regular meeting
or special meeting,  although less than a quorum, may adjourn the same from time
to time, without notice, until a quorum shall be present.

10.      Manner of Acting

                  (a) At all meetings of the Board,  each director present shall
have one vote.

                  (b) Except as otherwise provided by law, by the Certificate of
Incorporation,  or by these By-Laws,  the action of the directors present at any
meeting at which a quorum is present  shall be the act of the Board.  Any action
authorized,  in writing,  by all of the  directors  entitled to vote thereon and
filed  with  minutes of the  Corporation  shall be the act of the Board with the
same force and effect as if the same had been passed by unanimous vote at a duly
called meeting of the Board.

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11.      Vacancies

                  Any  vacancy  in the  Board  of  Directors  resulting  from an
increase   in   the   number   of   directors,   or  the   death,   resignation,
disqualification,  removal or inability to act of any director,  shall be filled
for the unexpired portion of the term by a majority of the remaining  directors,
though  less than a quorum,  at any  regular  meeting or special  meeting of the
Board called for the purpose.

12.      Resignation

                  Any director may resign at any time by giving  written  notice
to the  Board,  the  President  or the  Secretary  of  the  Corporation.  Unless
otherwise  specified in such written notice,  such resignation shall take effect
upon the receipt  thereof by the Board or such  officer,  and the  acceptance of
such resignation shall not be necessary to make it effective.

13.      Removal

                  Any director  may be removed,  with or without  cause,  at any
time by the  shareholders,  at a special meeting of the shareholders  called for
that purpose and may be removed for cause by action of the Board.

14.      Compensation

                  The  directors  shall be eligible to  participate  in the 1992
Incentive Stock Plan, as amended,  and any other  compensation  plan that may be
adopted by the Company  from time to time.  In  addition,  the  directors,  by a
resolution of the Board,  may receive a fixed sum and expenses for attendance at
each regular or special meeting of the Board.  Nothing herein contained shall be
construed  to preclude any director  from serving the  Corporation  in any other
capacity and receiving compensation therefor.

15.      Contracts

                  (a) No contract or other transaction  between this Corporation
and any other business  shall be affected or invalidated  nor shall any director
be liable in any way by reason of the fact that a director  of this  Corporation
is interested in, or is a director,  officer,  or is  financially  interested in
such other business, provided such fact is disclosed to the Board.

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<PAGE>

                  (b) Any director may be a party to or may be interested in any
contract or transaction of this  Corporation  individually and no director shall
be liable in any way by reason of such interest,  provided that the fact of such
participation  or interest be disclosed to the Board and provided that the Board
shall authorize or ratify such contract or transaction by the vote (not counting
the vote of any such  director) of a majority of a quorum,  notwithstanding  the
presence of any such director at the meeting at which such action is taken. Such
director may be counted in determining the presence of a quorum at such meeting.
This  Section  shall not be  construed  to  invalidate  or in any way affect any
contract  or other  transaction  which  would  otherwise  be valid under the law
applicable thereto.

16.      Committees

                  The Board,  by resolution  adopted by a majority of the entire
Board,  may,  from time to time,  designate  from among its members an executive
committee and such other  committees and alternate  members  thereof as they may
deem desirable,  each consisting of three or more members,  with such powers and
authority  (to  the  extent  permitted  by  law)  as may  be  provided  in  such
resolution. Each such committee shall remain in existence at the pleasure of the
Board.  Participation  of any one or more  members of a committee  by means of a
conference  telephone or similar means of communication  equipment  allowing all
persons  participating in the meeting to hear each other at the same time, shall
constitute  a  director's  presence  in person at any such  meeting.  Any action
authorized  in writing by all of the members of a  committee  and filed with the
minutes of the committee  shall be the act of the committee  with the same force
and effect as if the same had been  passed by  unanimous  vote at a duly  called
meeting of the committee.

                                   ARTICLE IV

                                     OFFICES

1.       Number and Qualifications

                  The officers of the corporation consist of a President, one or
more Vice  Presidents,  a  Secretary,  a  Treasurer,  and such  other  officers,
including a Chairman of the Board,  as the Board of Directors,  may from time to
time, deem  advisable.  Any officer other than the Chairman of the Board may be,
but is not  required  to be,  a  director  of the  Corporation.  Any two or more
offices  may be held by the same  person,  except the offices of  President  and
Secretary.

2.       Election

                  The Officers of the Corporation  shall be elected by the Board
at the  regular  annual  meeting of the Board  following  the annual  meeting of
shareholders.

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<PAGE>


3.       Term of Office

                  Each officer shall hold office until the annual meeting of the
Board next  succeeding  his election,  and until his  successor  shall have been
elected and qualified, or until his death, resignation or removal.

4.       Resignation

                  Any  officer may resign at any time by giving  written  notice
thereof to the Board,  the President or the Secretary of the  Corporation.  Such
resignation  shall  take  effect  upon  receipt  thereof by the Board or by such
officer,  unless otherwise  specified in such written notice.  The acceptance of
such resignation shall not be necessary to make it effective.

5.       Removal

                  Any officer, whether elected or appointed by the Board, may be
removed by the Board,  either with or without cause, and a successor  elected by
the Board at any time.

6.       Vacancies

                  A vacancy  in any  office  by  reason  of death,  resignation,
inability  to act,  disqualification,  or any  other  cause,  may at any time be
filled for the unexpired portion of the term by the Board.

7.       Duties

                  Unless  otherwise  specified  by the  Board,  Officers  of the
Corporation shall each have such powers and duties as generally pertain to their
respective offices, such powers and duties as may be set forth in these By-Laws,
and such powers and duties as may be specifically provided for by the Board. The
President shall be the chief executive officer of the Corporation.

8.       Sureties & Bonds

                  At the request of the Board, any Officer, employee or agent of
the Corporation shall execute for the Corporation,  a bond in sum, and with such
surety as the Board may direct, conditioned upon the faithful performance of his
duties to the Corporation,  including, responsibility for negligence and for the
accounting for all property,  funds or securities of the  Corporation  which may
come into his hands.

                                       -8-
<PAGE>


9.       Shares of Other Corporations

                  Whenever the  Corporation is the holder of shares of any other
Corporation,  any right or power of the Corporation as such shareholder shall be
exercised  on  behalf  of the  Corporation  in  such  manner  as the  Board  may
authorize.

                                    ARTICLE V

                                 SHARES OF STOCK

1.       Certificates

                  (a) The  certificates  representing  shares in the Corporation
shall be in such form as shall be  approved  by the Board and shall be  numbered
and  registered in the order  issued.  They shall bear the holder's name and the
number of shares,  and shall be signed by (i) the  Chairman  of the Board or the
President  or a Vice  President,  and (ii) the  Secretary or  Treasurer,  or any
Assistant Secretary or Assistant Treasurer, and shall bear the corporate seal.

                  (b) Certificate  representing shares shall not be issued until
they are fully paid for.

                  (c) The Board may authorize the issuance of  certificates  for
fractions of a share which shall entitle the holder to exercise  voting  rights,
receive dividends and participate in liquidating distributions, in proportion to
the fractional holdings.

2.       Lost or Destroyed Certificates

                  Upon   notification   by  the   holder   of  any   certificate
representing shares of the Corporation of the loss or destruction of one or more
certificates  representing  the same, the Corporation may issue new certificates
in place of any certificates  previously  issued by it, and alleged to have been
lost or destroyed.  Upon production of evidence of loss or destruction,  in such
form as the Board in its sole discretion may require,  the Board may require the
owner of the lost or destroyed  certificates to provide the  Corporation  with a
bond in which  sum as the  Board  may  direct,  and with  such  surety as may be
satisfactory  to the Board,  to indemnify  the  Corporation  against any claims,
loss,  liability  or damage it may suffer on account of the  issuance of the new
certificate. A new certificate may be issued without requiring any such evidence
or bond when, in judgment of the Board, it is proper to do so.

3.       Transfer of Shares

                  (a) Transfers of shares of the  Corporation may be made on the
share records of the Corporation solely by the holder of such records, in person
or by a  duly  authorized  attorney,  upon  surrender  for  cancellation  of the
certificates  representing such shares,  with an assignment or power of transfer
endorsed  thereon or delivered  therewith,  duly executed and with such proof of
the authenticity of the signature, and the authority to transfer and the payment
of transfer taxes as the Corporation or its agents may require.

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                  (b) The  Corporation  shall be entitled to treat the holder of
record of any shares as the  absolute  owner  thereof for all purposes and shall
not be bound to recognize any legal  equitable or other claim to, or interest in
such  shares  on the part of any  other  person,  whether  or not it shall  have
express or other notice thereof, except as otherwise expressly provided by law.

4.       Record Date

                  In lieu of closing the share records of the  Corporation,  the
Board may fix, in advance, a date not less than ten days and not more than fifty
days,  as the record  date for the  determination  of  shareholders  entitled to
receive  notice of, and to vote at, any  meeting  of  shareholders  entitled  to
receive payment of any dividends, or allotment of any rights, or for the purpose
of any  other  action.  If no  record  date is fixed,  the  record  date for the
determination  of shareholders  entitled to notice of or to vote at a meeting of
shareholders shall be at the close of business of the day immediately  preceding
the day on which  notice is given,  or, if no notice is given,  the day on which
the meeting is held; the record date for determining  shareholders for any other
purpose shall be at the close of business on the day on which the  resolution of
the directors relating thereto is adopted.  When a determination of shareholders
of record  entitled to notice of or to vote at any meeting of  shareholders  has
been  made as  provided  for  herein,  such  determination  shall  apply  to any
adjournment  thereof,  unless  the  directors  fix a new  record  date  for  the
adjourned meeting.

                                   ARTICLE VI

                                    DIVIDENDS

                  Subject  to  this   Certificate  of   Incorporation,   and  to
applicable  law,  dividends may be declared and paid out of any funds  available
therefore,  as often, in such amount, and at such time or times as the Board may
determine. Before payment of any dividend, there may be set aside out of the net
profits of the  Corporation  available  for  dividends,  such sum or sums as the
Board,  from  time  to  time,  in  its  sole  discretion,  or for  repairing  or
maintaining  any property of the  Corporation,  or for such other purpose as the
Board shall think conducive to the interests of the  Corporation,  and the Board
may modify or abolish any such reserve.

                                   ARTICLE VII

                                   FISCAL YEAR

                  The fiscal year of the Corporation shall be fixed by the Board
from time to time, subject to applicable law.


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                                  ARTICLE VIII

                                 CORPORATE SEAL

                  The corporate  seal, if any, shall be in such form as shall be
approved from time to time by the Board.

                                   ARTICLE IX

                                   AMENDMENTS

1.       By Shareholders

                  All By-Laws of the  Corporation  shall be subject to revision,
amendment  or repeal,  and new  By-Laws may be adopted  from time to time,  by a
majority vote of the  shareholders  who are at such time entitled to vote in the
election of directors.

2.       By Directors

                  The Board shall have power to make,  adopt,  alter,  amend and
repeal, from time to time, By-Laws of the Corporation,  provided,  however, that
the  shareholders  entitled  to vote with  respect  thereto as  provided  for by
Section 1 of this  Article IX may alter  amend or repeal the  By-Laws as made by
the Board.  The Board shall have no power to change the quorum for meetings with
respect to the removal of  directors  or the filling of  vacancies  in the Board
resulting from the removal of one or more directors by the shareholders.  If any
By-Law  regulating  an impending  election of  directors is adopted,  amended or
repealed  by the  Board,  there  shall be set  forth in this  notice of the next
annual  meeting of  shareholders  for the election of  directors,  the By-Law so
adopted,  amended or repealed,  together with a concise  statement of the change
made.

                                    ARTICLE X

                     INDEMNIFICATION OF OFFICERS & DIRECTORS

                  The  Corporation  shall indemnify any and all of its Directors
or Officers or former Directors or Officers or any person who may have served at
its  request as a Director  or Officer of another  Corporation  in which it owns
shares of capital stock or of which it is a creditor against  expenses  actually
and  necessarily  incurred by them in connection with the defense of any action,
suit or proceeding in which they, or any of them, are made parties,  or a party,
by reason of being or having  been  Directors  or a  Director  of Officer of the
Corporation,  or such other  corporation,  except,  in relation to matters as to
which any such Director or Officer or former Director or Officer or person shall
be adjudged in such action,  suit or proceeding  to be liable for  negligence or
misconduct, in the performance of duty.

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