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
          questions 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 [ILLEGIBLE] 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 ten (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 threat.


                                      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.

          Meeting 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 our
     outside Louisiana as may be held at such place as may be designated in the
     notice thereof.

Section 7. Quorum.

          At all meetings of the board, a majority of the directors in office
     and qualified at act constitute a quorum to act constitute a quorum for the
     transaction of business, and the action of 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.  Remuneration 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 than thirty (30)
     days 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 of 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
     at 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. Title.


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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, from
     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 or 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. Certificates of Stock.

          Certificate 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
     corporation 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 required 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 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  who
     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; any 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.  Wavier 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.


                                      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]
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                                                                President/CEO

ATTEST:



/S/[ILLEGIBLE]
--------------
  Secretary