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                                                                     EXHIBIT 3.2


                           CERTIFICATE OF AMENDMENT OF
                              AMENDED AND RESTATED
                         CERTIFICATE OF INCORPORATION OF
                               BIRCH TELECOM, INC.


         BIRCH TELECOM, INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify:

         FIRST:  The name of the Corporation is Birch Telecom, Inc.

         SECOND: The date on which the Certificate of Incorporation of the
Corporation was originally filed with the Secretary of State of the State of
Delaware was December 23, 1996. The date on which the Amended and Restated
Certificate of Incorporation of the Corporation was filed with the Secretary of
State of the State of Delaware was February 10, 1998.

         THIRD: The Board of Directors of the Corporation, acting in accordance
with the provisions of Sections 141 and 242 of the General Corporation Law of
the State of Delaware, adopted resolutions amending its Amended and Restated
Certificate of Incorporation as follows:

         The second paragraph of Section B. of Article Fourth of the Amended and
Restated Certificate of Incorporation of the Corporation shall be deleted in its
entirety and the following shall be substituted in its place, to read in its
entirety as follows:

         Of the authorized shares of Preferred Stock, 2,968,750 shares are
         hereby designated "Series A Preferred Stock"; 8,750,000 shares are
         hereby designated "Series B Preferred Stock"; and 8,500,000 shares are
         hereby designated "Series C Preferred Stock."

         The first sentence of Section C.(1)(b) of Article Fourth of the Amended
and Restated Certificate of Incorporation of the Corporation shall be deleted in
its entirety, and the following shall be substituted in its place, to read in
its entirety as follows:

         The holders of Series B Preferred Stock shall be entitled to receive
         dividends in cash at the rate of fifteen percent (15%) per annum on an
         amount equal to $1.60 plus all unpaid dividends accrued on such shares
         of Series B Preferred Stock, on each outstanding share of Series B
         Preferred Stock (as adjusted for any stock dividends, combinations,
         splits and the like with respect to such shares), when and as declared
         by the Board of Directors out of the funds legally available for that
         purpose; provided, however, that, prior to June 30, 1998, the Board of
         Directors may declare and pay such dividends in additional shares of
         Series B Preferred Stock, such shares of Series B Preferred Stock to be
         valued at $1.60 per share.



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         The first sentence of Section C.(4)(g) of Article Fourth of the Amended
and Restated Certificate of Incorporation of the Corporation shall be deleted in
its entirety and the following shall be substituted in its place, to read in its
entirety as follows:

         If the Corporation at any time or from time to time after June 30, 1998
         makes, or fixes a record date for the determination of holders of
         Common Stock entitled to receive, a dividend or other distribution
         payable in additional shares of Common Stock, in each such event the
         Preferred Stock Price of each applicable series of Preferred Stock that
         is then in effect shall be decreased as of the time of such issuance
         or, in the event such record date is fixed, as of the close of business
         on such record date, by multiplying the Preferred Stock Price for each
         applicable series of Preferred Stock then in effect by a fraction (i)
         the numerator of which is the total number of shares of Common Stock
         issued and outstanding immediately prior to the time of such issuance
         or the close of business on such record date, and (ii) the denominator
         of which is the total number of shares of Common Stock issued and
         outstanding immediately prior to the time of such issuance or the close
         of business on such record date plus the number of shares of Common
         Stock issuable in payment of such dividend or distribution; provided,
         however, that if such record date is fixed and such dividend is not
         fully paid or if such distribution is not fully made on the date fixed
         therefor, the applicable Preferred Stock Price shall be recomputed
         accordingly as of the close of business on such record date and
         thereafter the applicable Preferred Stock Price shall be adjusted
         pursuant to this Section (4)(g) to reflect the actual payment of such
         dividend or distribution.

         The first sentence of Section C.(4)(h) of Article Fourth of the Amended
and Restated Certificate of Incorporation of the Corporation shall be deleted in
its entirety and the following shall be substituted in its place, to read in its
entirety as follows:

         If the Corporation at any time or from time to time after June 30, 1998
         makes, or fixes a record date for the determination of holders of
         Common Stock entitled to receive, a dividend or other distribution
         payable in securities of the Corporation other than shares of Common
         Stock, in each such event provision shall be made so that the holders
         of the Series B Preferred Stock and Series C Preferred Stock shall
         receive upon conversion thereof, in addition to the number of shares of
         Common Stock receivable thereupon, the amount of other securities of
         the Corporation which they would have received had their Series B
         Preferred Stock or Series C Preferred Stock been converted into Common
         Stock on the date of such event and had they thereafter, during the
         period from the date of such event to and including the conversion
         date, retained such securities receivable by them as aforesaid during
         such period, subject to all other adjustments called for during such
         period under this Section (4) with respect to the rights of the holders
         of the Preferred Stock or with respect to such other securities by
         their terms.



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         The first sentence of Section C.(4)(k)(iv) of Article Fourth of the
Amended and Restated Certificate of Incorporation of the Corporation shall be
deleted in its entirety and the following shall be substituted in its place, to
read in its entirety as follows:

         "Additional Shares of Common Stock" shall mean all shares of Common
         Stock issued by the Corporation or deemed to be issued pursuant to this
         Section (4)(k), whether or not subsequently reacquired or retired by
         the Corporation other than (A) shares of Common Stock issued upon
         conversion of the Series B Preferred Stock or Series C Preferred Stock;
         (B) Common Stock and/or options, warrants or other Common Stock
         purchase rights, and the Common Stock issued pursuant to such options,
         warrants or other rights to employees, officers or directors of, or
         consultants or advisors to the Corporation or any subsidiary pursuant
         to stock purchase or stock option plans or other arrangements that are
         approved by the Board; (C) shares of Common Stock issued pursuant to
         the exercise of options, warrants or convertible securities outstanding
         as of the Original Issue Date; and (D) warrants to purchase Common
         Stock, and the Common Stock issued pursuant to such warrants, that are
         issued to holders of the Senior Notes due 2008 issued by the
         Corporation pursuant to an indenture between the Corporation and
         Norwest Bank, N.A. (the "Senior Notes").

         The first two sentences of Section C.(5)(b)(i) of Article Fourth of the
Amended and Restated Certificate of Incorporation of the Corporation shall be
deleted in their entirety and the following shall be substituted in their place,
to read in their entirety as follows:

         Following the date that is at least ninety-one (91) days after the date
         on which the Corporation has fully repaid (whether at maturity or
         otherwise) the Senior Notes, a holder of Series B Preferred Stock may
         require the Corporation, to the extent it may lawfully do so, to redeem
         all of such holder's Series B Preferred Stock, or the holders of a
         least seventy-five percent (75%) of the then outstanding shares of
         Series B Preferred Stock, voting as a separate class, may require the
         Corporation, to the extent it may lawfully do so, to redeem all of the
         outstanding shares of Series B Preferred Stock, by providing written
         notice to the Corporation of such holder's request to redeem its shares
         of Series B Preferred Stock (the "Holder Redemption Notice"). Such
         Holder Redemption Notice shall be deemed an irrevocable request by such
         holder to require the Corporation to redeem all of such holder's shares
         of Series B Preferred Stock. If the Holder Redemption Notice is given
         to the Corporation before January 1, 2003, the Corporation shall redeem
         one-third of the aggregate number of shares of Series B Preferred Stock
         requested to be redeemed in the Holder Redemption Notice on February
         28, 2003, 2004 and 2005, respectively (each a "Series B Redemption
         Date"). If the Holder Redemption Notice is given to the Corporation on
         or after January 1, 2003 but before January 1, 2004, the Corporation
         shall redeem one-half of the aggregate number of shares of Series B
         Preferred Stock requested to be redeemed in the Holder Redemption
         Notice on February 28, 2004 and 2005, respectively (each a "Series B
         Redemption Date"). If the Holder Redemption Notice is given to the
         Corporation on or after January 1, 2004 but before January 1, 2005, the
         Corporation shall redeem all of the Series B Preferred Stock requested
         to be redeemed in the Holder Redemption Notice on February 28, 2005
         (such date being a "Series B Redemption Date"). If the Holder
         Redemption Notice is given to the 



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         Corporation on or after January 1, 2005, the Corporation shall redeem 
         all of the Series B Preferred Stock requested to be redeemed in the
         Holder Redemption Notice within sixty (60) days of the delivery of such
         Holder Redemption Notice (such date being a "Series B Redemption 
         Date").

         Section C.(5)(c)(i) of Article Fourth of the Amended and Restated
Certificate of Incorporation of the Corporation shall be deleted in its entirety
and all section numbers and references to section numbers in the Amended and
Restated Certificate of Incorporation shall be renumbered accordingly.

         FOURTH: Thereafter, pursuant to a resolution of the Board of Directors,
this Certificate of Amendment was submitted to the stockholders of the
Corporation for their approval, and was duly adopted in accordance with the
provisions of Sections 228 and 242 of the General Corporation Law of the State
of Delaware.

         IN WITNESS WHEREOF, Birch Telecom, Inc. has caused this Certificate of 
Amendment to be signed by its President and attested to by its Secretary this
19th day of June, 1998.

                                       BIRCH TELECOM, INC.



                                       By:  /s/ David E. Scott    
                                            -------------------------  
                                            David E. Scott, President

ATTEST:


/s/ Gregory C. Lawhon
----------------------------
Gregory C. Lawhon, Secretary






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