Exhibit 3.5

                                     By-Laws












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                                     BYLAWS
                                       OF
                           TELCO COMMUNICATIONS, INC.



                                       I.
                                  SHAREHOLDERS



Section 1. Place of Holding Meetings.

     All meetings of shareholders shall be held at the principal business office
of the corporation in New Orleans, Louisiana, or at such other place as may be
specified in the notice of the meeting.

Section 2. Annual Election of Directors.

     The annual meeting of shareholders for the election of directors, and the
transaction of other business, shall be held at 2:00 p.m., on the second Tuesday
of June of each year, or the first business day thereafter when such day is a
generally observed business holiday, beginning with the year 1997.

Section 3. Voting

     A.   On demand of any shareholder, the vote for directors, or on any
          question before a meeting, shall be by ballot. All elections shall be
          had by plurality, and all questions decided by majority, of the votes
          cast except as otherwise provided by the articles by bylaws.

     B.   At each meeting of shareholders, a list of the shareholders entitled
          to vote, arranged alphabetically and certified by the Secretary,
          showing the number and class of shares held by each such shareholder
          on the record date for the meeting, shall be produced on the request
          of any shareholder.

Section 4. Quorum

     Except as provided in the next section hereof, any number of shareholders,
together holding at least a majority of the outstanding shares entitled to vote
thereat, who are present in person or represented by proxy at any meeting,
constitute a quorum for the transaction of business despite the subsequent
withdrawal or refusal to vote of any shareholder.




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Section 5. Adjournment of Meeting.

     If less than a quorum is in attendance at any time for which a meeting is
called, the meeting may, after the lapse of at least half an hour, be adjourned
by a majority in interest of the shareholders present or represented and
entitled to vote thereat. If notice of such adjourned meeting is sent to the
shareholders entitled to vote at the meeting, stating the purpose or purposes of
the meeting and the previous meeting failed for lack of quorum, then any number
of shareholders, present in person or represented by proxy, and together holding
at least one-fourth of the outstanding shares entitled to vote thereat,
constitute a quorum at the adjourned meeting.

Section 6. Special Meetings: How Called.

     Special meetings of the shareholders for any purpose or purposes may be
called by the president or by any two directors.

Section 7. Notice of Shareholders' Meetings.

     Written or printed notice, stating the place and time of any meeting, and,
if a special meeting, the general nature of the business to be considered, shall
be given to each shareholder entitled to vote thereat, at his last known
address, at least then (10) days before the meeting in the case of an annual
meeting and five (5) days before the meeting in the case of a special meeting.
Any irregularity in the notice of an annual meeting held at the corporation's
principal business office at the time prescribed in Section 2 of this Article
I., shall not affect the validity of the meeting or any action taken thereat.


                                       II.
                                    DIRECTORS

Section 1. Number of Directors.

     The number of directors of the company is not less than three (3) nor more
than seven (7) except that when all of the outstanding shares are held of record
by fewer than three shareholders, then there need only as many directors as
there are shareholders.

Section 2. Place of Holding Meetings.

     Meetings of the directors, regular or special, may be held at any place,
within or outside Louisiana, as the board may determine. Meetings



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of the directors may be attended telephonically, provided all attending
directors certify the minutes of the meeting in writing.

Section 3. First Meeting.

     The first meeting of each newly elected board of directors shall be held
immediately following the annual meeting of shareholders, and no notice of such
meeting shall be necessary to the newly elected directors in order legally to
constitute the meeting, provided a quorum is present; or they may meet at such
time and place as fixed by the consent in writing of all of the directors, or by
notice given by the majority of the remaining directors. At the first meeting or
at any subsequent meeting called for the purpose, the directors shall elect the
officers of the corporation.

Section 4. Regular Directors' Meeting.

     Regular meetings of the directors shall be held at least semi-annually, and
may be designated by the directors.

Section 5. Special Directors' Meeting: How Called.

     Special meetings of the directors may be called at any time by the board of
directors or by the executive committee, if one be constituted, by vote at a
meeting, or by the president, or in writing, with or without a meeting, by a
majority of the directors or of the members of the executive committee. Special
meetings may be held at such place or places within or outside Louisiana as may
be held at such place as may be designated in the notice thereof.

Section 6. Notice of Special Directors' Meetings.

     Notice of the place and time of every special meeting of the board of
directors shall be delivered to each director, or sent to him by telegraph or by
mail, of by facsimile machine, or by leaving the same at his residence or usual
place of business, at least two (2) days before the date of the meeting.

Section 7. Quorum.

     At all meetings of the board, a majority of the directors in office and
qualified to act constitute a quorum for the transaction of business, and the
action of a majority of the directors present at any meeting at which a quorum
is present is the action of the board of directors, unless the occurrence of a
greater proportion is required for such action by law, the articles or these
bylaws. If a quorum is not present at any meeting of



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directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum is
present. If a quorum be present, the directors present may continue to act by
vote of a majority of a quorum until adjournment, notwithstanding the subsequent
withdrawal of enough directors to leave less than a quorum or the refusal of any
directors present to vote.

Section 8. Remuncration to Directors.

     Directors, as such, shall not receive any stated salary for their services,
but by resolution of the board, expenses of attendance, if any, and except as to
salaried officers or employees of the corporation or an affiliated company, a
fixed fee may be allowed to directors for attendance at each regular or special
meeting of the board or of any committee thereof; but this Section does not
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor.

Section 9. Powers of Directors.

     The board of directors has the management of the business of the
corporation, and subject to any restrictions imposed by law, the articles or
these bylaws, may exercise all the powers of the corporation. Without prejudice
to such general powers, the directors have the following specific powers;

     (a)  From time to time, to devolve the powers and duties of any officer
          upon any other person for the time being.

     (b)  To confer upon any officer the power to appoint, remove and suspend,
          and fix and change the compensation of, subordinate officers, agents
          and factors.

     (c)  To determine who shall be entitled to vote, or to assign and transfer
          any shares of stock, bonds, debentures or other securities of other
          corporations held by this corporation.

     (d)  To delegate any of the powers of the board to any standing or special
          committee or to any officer or agent (with power to subdelegate) upon
          such terms as they deem fit.

Section 10. Resignations.

     The resignation of a director shall take effect on receipt thereof by the
president or secretary, or on any later date, not more then thirty (30) day
after such receipt, specified therein.



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                                      III.
                                   COMMITTEES


Section 1. Executive Committee.

     The board of directors may delegate the day-to-day managerial functions of
the company to an executive committee delegating whatever powers to said
committee which the board in its discretion may deem fit to so delegate. If an
executive committee is appointed, the president shall be a member, and two (2)
other members of the board of directors shall likewise be members, and the
committee shall have all of the powers of the board when the board is not
in session, except the power to declare dividends, make or alter bylaws, fill
vacancies on the board or the executive committee, or change the membership of
the executive committee.

Section 2. Minutes of Meetings of Committees.

     Any committees designated by the board shall keep regular minutes of their
proceedings, and shall report the same to the board when required, but no
approval by the board of any action properly taken by a committee shall be
required.

Section 3. Procedure.

     If the board fails to designate the chairman of a committee, the president,
if a member, shall be chairman. Each committee shall meet at such times as it
shall determine, and at any time on call of the chairman. A majority of a
committee constitutes a quorum, and the committee may take action either by vote
of a majority of the members present at any meeting at which there is a quorum
or by written concurrence of a majority of the members. In case of absence or
disqualification of a member of a committee of any meeting thereof, the
qualified members present, whether or not they constitute a quorum, may
unanimously appoint a director to act in place of the absent or disqualified
member. The board has power to change the members of any committee at any time,
to fill vacancies and to discharge any committee at any time.


                                       IV.
                                    OFFICERS


Section 1. Titles.



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     The officers of the corporation shall be a president, one or more vice
presidents, a treasurer, a secretary, and such other officers as may, form time
to time, be elected or appointed by the board. Any two officers may be combined
in the same person, and none need be a director.

Section 2. Chairman of the Board.

     The Chairman shall, when present, preside at all meetings of any directors
and shareholders.

Section 3. President.

     The president is the chief executive officer, with general management of
the corporation's business and power to make contracts in the ordinary course of
business; shall see that all orders and resolutions of the board are carried
into effect and direct the other officers in the performance of their duties;
has power to execute all authorized instruments; and shall generally perform all
acts incident to the office of president; or which are authorized or required
by law, or which are incumbent upon him under the provisions of the articles and
these bylaws.

Section 3. Vice President.

     Each vice president shall have such powers, and shall perform such duties,
as shall be assigned to him by the directors or by the president, and, in the
order determined by the board, shall, in the absence or disability of the
president, perform his duties and exercise his powers.

Section 4. Treasurer.

     The treasurer has custody of all funds, securities, evidences of
indebtedness and other valuable documents of the corporation. He shall receive
and give, or cause to be given, receipts and acquittances for moneys paid in on
account of the corporation, shall pay out of the funds on hand all just debts of
the corporation of whatever nature, when due. He shall enter, or cause to be
entered, in books of the corporation to be kept for that purpose, full and
accurate accounts of all moneys received and paid out on the account of the
corporation, and, whenever required by the president of the directors, he shall
render a statement of his accounts. He shall keep or cause to be kept such books
as will show a true record of the expenses, gains, losses, assets and
liabilities of the corporation; and he shall perform all of the other duties
incident to the office of the treasurer. If required by the board, he shall give
the corporation a bond for the faithful discharge of his duties and for
restoration to the corporation, upon



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termination of his tenure, of all property of the corporation under his control.

Section 5. Secretary.

     The secretary shall give, or cause to be given, notice of all meetings of
shareholders, directors and committees, and all other notices required by law or
by these bylaws, and in the case of his absence or refusal or neglect to do so,
any such notice may be given by the shareholders or directors upon whose request
the meeting is called as provided in these bylaws. He shall record all the
proceedings of the meetings of the shareholders, of the directors, and of
committees in a book to be kept for that purpose. Except as otherwise determined
by the directors, he has charge of the original stock books, transfer books and
stock ledgers, and shall act as transfer agent in respect to the stock and other
securities issued by the corporation. He has custody of the seal of the
corporation, and shall affix it to all instruments requiring it; and he shall
perform such other duties as he may be assigned to him by the directors or the
president.

Section 6. Assistants.

     Assistant secretaries or treasurers shall have such duties as may be
delegated to them by the secretary and treasurer respectively.


                                       V.
                                  CAPITAL STOCK


Section 1. Certificate of Stock.

     Certificates of stock, numbered, with the seal of the corporation affixed,
signed by the president or a vice president, and the treasurer or secretary,
shall be issued to each shareholder, certifying the number of shares owned by
him in the corporation. If the stock certificates are countersigned by a
transfer agent and a registrar, the signatures of the corporate officers may be
facsimile.

Section 2. Lost Certificates.

     A new certificate of stock may be issued in place of any certificate
therefore issued by the corporation, alleged to have been lost, stolen,
mutilated or destroyed, or mailed and not received, and the directors may in
their discretion require the owner of the replaced certificate to give the
corporation a bond, unlimited as to stated amount, to indemnify the company
against any claim which may be made against it on account of



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the replacement of the certificate or any payment made or other action taken in
respect thereof.

Section 3. Transfer of Shares.

     Shares of the stock of the corporation are transferable only on its books,
by the holders thereof in person or by their duly authorized attorneys or legal
representatives, and upon such transfer, the old certificates shall be
surrendered to the person in charge of the stock-transfer records, by whom they
shall be canceled, and new certificates shall thereupon be issued. A record
shall be made of each transfer, and whenever a transfer is made for collateral
security, and not absolutely, it shall be so expressed in the entry of the
transfer. The board may make regulations concerning the transfer of shares, and
may in their discretion authorize the transfer of shares from the names of
deceased person whose estates are not administered, upon receipt of such
indemnity as they may require.

Section 4. Record Dates.

     The board may fix a record date for determining shareholders of record for
any purpose, such date to be not more than sixty (60) days and, if fixed for the
purpose of determining shareholders entitled to notice of and to vote at a
meeting, nor more than ten (10) days, prior to the date of the action for which
the date is fixed.

Section 5. Transfer Agents, Registrars.

     The board may appoint and remove one or more transfer agents and registrars
for any class of stock. If such appointments are made, the transfer agents shall
effect original issuances of stock certificates and transfers of shares, record
and advise the corporation and keep the stock, transfer and other pertinent
records; and the registrar shall prevent over-issues by registering and
countersigning all stock certificates issued. A transfer agent and registrar may
be identical. The transfer agent and registrars, when covered with the company
as obligees by an indemnity bond substantially in a form, and issued by a surety
company, approved by the corporation's general counsel and providing indemnity
unlimited in stated amount, or in form and amount and signed by a surety
approved by the board, and upon receipt of an appropriate affidavit and
indemnity agreement, may (a) countersign, register and deliver, in place of any
stock certificate alleged to have been lost, stolen destroyed or mutilated, or
to have been mailed and not received, a replacement certificate for the same
number of shares, and make any payment, credit, transfer, issuance, conversion
or exchange to which the holder may be entitled in respect of



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such replaced certificate, without surrender thereof for cancellation, and (b)
effect transfers of shares from the names of deceased persons whose estates (not
exceeding $1,000.00 in gross asset value) are not administered.


                                       VI.
                            MISCELLANEOUS PROVISIONS


Section 1. Corporate Seal.

     The corporate seal is circular in form, and contains the name of the
corporation and the words "SEAL, LOUISIANA", the seal may be used by causing it,
or a facsimile thereof, to be impressed or affiliated or otherwise reproduced.

Section 2. Checks, Drafts, Notes.

     All checks, drafts, other orders for the payment of money, and notes or
other evidences of indebtedness, issued in the name of the corporation, shall be
signed by such officer or officers, agent or agents of the corporation and in
such manner as shall, from time to time, be determined by the board.

Section 3. Notice

     Whenever any notice is required by these bylaws to be given, personal
notice is not meant unless expressly so stated; and notice is sufficient if
given by depositing the same in a mail receptacle in a sealed postage paid
envelop addressed to the person entitled thereto at this last known address as
it appears on the day of such mailing.

Section 4. Waiver of Notice.

     Whenever any notice of the time, place or purpose of any meeting of
shareholders, directors or committee is required by law, the articles or these
bylaws, a waiver thereof in writing, signed by the person or persons entitled to
such notice and filed with the records of the meeting before or after the
holding thereof, or actual attendance at the meeting of shareholders in person
or by proxy or at the meeting of directors or committee in person, is equivalent
to the giving of such notice except as otherwise provided by law.




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                                      VII.
                                   AMENDMENTS



     The  shareholders  or the directors,  by affirmative  vote of a majority of
those  present or  represented,  may, at any meeting,  amend or alter any of the
bylaws;  subject,  however, to the right of the shareholders to change or repeal
any bylaws made or amended by the directors.


     THUS DONE AND SIGNED this 12th day of June, 1996.




                                        /s/ [ILLEGIBLE]
                                        ---------------------------------
                                                  President/CEO




ATTEST:




/s/ [ILLEGIBLE]                   
--------------------------------- 
            Secretary