BYLAWS
                               OF
                                
                     CT COMMUNICATIONS, INC.<PAGE>
                       TABLE OF CONTENTS
                                
                                
ARTICLE I. OFFICE. . . . . . .

ARTICLE II. SHAREHOLDERS . . . . . . . . . . . . . . . . . . . .4
Section 1.     Annual Meeting.   . . . . . . . . . . . . . . . .4
Section 2.     Substitute Annual Meeting.  . . . . . . . . . . .4
Section 3.     Special Meetings.   . . . . . . . . . . . . . . .4
Section 4.     Place of Meeting. . . . . . . . . . . . . . . . .4
Section 5.     Notice of Meeting.    . . . . . . . . . . . . . .4
Section 6.     Closing of Transfer Books or Fixing of Record Date.  5
Section 7.     Voting Lists.   . . . . . . . . . . . . . . . . .5
Section 8.     Quorum. . . . . . . . . . . . . . . . . . . . . .6
Section 9.     Proxies.    . . . . . . . . . . . . . . . . . . .6
Section 10.    Voting of Shares.   . . . . . . . . . . . . . . .6
Section 11.    Voting for Directors.   . . . . . . . . . . . . .6
Section 12.    Informal Action by Shareholders . . . . . . . . .6

ARTICLE III. BOARD OF DIRECTORS. . . . . . . . . . . . . . . . .7
Section 1.     General Powers.   . . . . . . . . . . . . . . . .7
Section 2.     Number, Tenure and Qualifications.  . . . . . . .7
Section 3.     Removal.. . . . . . . . . . . . . . . . . . . . .7
Section 4.     Regular Meetings.   . . . . . . . . . . . . . . .7
Section 5.     Special Meetings.   . . . . . . . . . . . . . . .7
Section 6.     Notice.   . . . . . . . . . . . . . . . . . . . .7
Section 7.     Quorum.   . . . . . . . . . . . . . . . . . . . .8
Section 8.     Manner of Acting. . . . . . . . . . . . . . . . .8
Section 9.     Vacancies.  . . . . . . . . . . . . . . . . . . .8
Section 10.    Presumption of Assent.  . . . . . . . . . . . . .8
Section 11.    Informal Action by Directors.   . . . . . . . . .8
Section 12.    Executive Committee.. . . . . . . . . . . . . . .9

ARTICLE IV. OFFICERS . . . . . . . . . . . . . . . . . . . . . .9
Section 1.     Number.   . . . . . . . . . . . . . . . . . . . .9
Section 2.     Election of Officers.   . . . . . . . . . . . . .9
Section 3.     Removal.  . . . . . . . . . . . . . . . . . . . .9
Section 4.     Chief Executive Officer.  . . . . . . . . . . . .9
Section 5.     Chairman of the Board.  . . . . . . . . . . . . 10
Section 6.     President.  . . . . . . . . . . . . . . . . . . 10
Section 7.     Executive Vice President.   . . . . . . . . . . 10
Section 8.     Vice Presidents.. . . . . . . . . . . . . . . . 10
Section 9.     Secretary.    . . . . . . . . . . . . . . . . . 11
Section 10.    Treasurer.  . . . . . . . . . . . . . . . . . . 11
Section 11.    Assistant Secretaries and Assistant Treasurers.  11
Section 12.    Salaries.   . . . . . . . . . . . . . . . . . . 11

ARTICLE V.  CONTRACTS, LOANS, CHECKS AND DEPOSITS. . . . . . . 11
Section 1.     Contracts.  . . . . . . . . . . . . . . . . . . 11
Section 2.     Loans.. . . . . . . . . . . . . . . . . . . . . 11
Section 3.     Checks and Drafts.  . . . . . . . . . . . . . . 11
Section 4.     Deposits.   . . . . . . . . . . . . . . . . . . 12

ARTICLE VI.  CERTIFICATES FOR SHARES AND THEIR TRANSFER. . . . 12
Section 1.     Certificate for Shares.   . . . . . . . . . . . 12
Section 2.     Transfer of Shares.   . . . . . . . . . . . . . 12

ARTICLE VII.  FISCAL YEAR. . . . . . . . . . . . . . . . . . . 12

ARTICLE VIII.  DIVIDENDS . . . . . . . . . . . . . . . . . . . 12

ARTICLE IX.  SEAL. . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE X.  WAIVER OF NOTICE . . . . . . . . . . . . . . . . . 13

ARTICLE XI.  AMENDMENTS. . . . . . . . . . . . . . . . . . . . 13

ARTICLE XII. INDEMNIFICATION . . . . . . . . . . . . . . . . . 13
Section 1.     Extent.   . . . . . . . . . . . . . . . . . . . 13
Section 2.     Determination.  . . . . . . . . . . . . . . . . 14
Section 3.     Advanced Expenses.  . . . . . . . . . . . . . . 14
Section 4.     Indemnified Officer.  . . . . . . . . . . . . . 14
Section 5.     Reliance and Consideration.   . . . . . . . . . 14
Section 6.     Insurance.    . . . . . . . . . . . . . . . . . 15
<PAGE>
                        ARTICLE 1. OFFICE

     The principal office of the Corporation shall be located in the City of
 Concord, State of North Carolina. The Corporation may have such other 
offices, either within or without the State of North Carolina, as the Board
of Directors may designate or as the business of the Corporation may require
from time to time. 

     The registered office of the Corporation required by the North Carolina
Business Corporation Act to be maintained in the State of North Carolina may
be,  but need not be, identical with the principal office of the Corporation,
and the address of the registered office may be changed from time to time by 
the Board of Directors.

                    ARTICLE II.   SHAREHOLDERS

     Section 1.  Annual Meeting.   The annual meeting of the shareholders shall
be held on such day as shall be fixed by the Board of Directors at a time to
be fixed by the Chief Executive Officer for the purpose of electing Directors
and for the transaction of such other business as may come before the meeting.
If the day fixed for the annual meeting shall be a legal holiday in the State
of North Carolina,  such meeting shall be held on the next succeeding 
business day.

     Section 2.  Substitute Annual Meeting.  If the annual meeting shall not 
be held within the period designated by these Bylaws, a substitute annual 
meeting may be called in accordance with the provisions of Section 5 of this
Article. A meeting so called shall be designated and treated for all 
purposes as the annual meeting.

     Section 3.  Special Meetings.  Special meetings of the share-holders, for
any purpose or purposes, unless otherwise prescribed by statute, may be 
called by the Chief Executive Officer, or by the Secretary acting under his
instructions,  or by the Board of Directors.

     Section 4.  Place of Meeting.   The Board of Directors may designate any
place, either within or without the State of North Carolina, as the place of
meeting for any annual meeting or for any special meeting called by the Board
of Directors. A waiver of notice signed by all shareholders entitled to vote
at a meeting may designate any place, either within or without the State of
North Carolina, as the place for holding such meeting. If no designation is 
made, or if a special meeting be otherwise called, the place of meeting 
shall be the principal office of the Corporation in the State of North 
Carolina.

     Section 5. Notice of Meeting.   Written or printed notice stating the 
place, day and hour of the meeting shall be delivered not less than ten nor
more than 60 days before the date of the meeting, either personally or by 
mail, by or at the direction of the Chief Executive Officer, or the
Secretary, or the officer or persons calling the meeting, to each shareholder
of record entitled to vote at such meeting.  If mailed, such notice shall be 
deemed to be delivered when deposited in the United States mail, addressed 
to the shareholder at his address as it appears on the stock
transfer books of the Corporation, with postage thereon prepaid.  In the 
case of an annual or substitute annual meeting, the notice of meeting need 
not specifically state the business to be transacted thereat unless it is a 
matter, other than election of Directors, on which the vote of
shareholders is expressly required by the provisions of the North Carolina
Business Corporation Act.  In the case of a special meeting, the notice of
meeting shall state the purpose or purposes for which the meeting is called. 

     When a meeting is adjourned for 120 days or more, notice of the adjourned
meeting shall be given as in the case of an original meeting.  When a meeting
is adjourned for less than 120 days in any one adjournment, it is not 
necessary to give nay notice of the adjourned meeting other than by 
announcement at the meeting at which the adjournment is taken.

     Section 6.  Closing of Transfer Books or Fixing of Record Date.  For the 
purpose of determining shareholders entitled to notice of or to vote at any 
meeting of shareholders or any adjournment thereof, or shareholders entitled
to receive payment of any dividend, or in order to make a determination of 
shareholders for any other proper purpose, the Board of Directors of the
Corporation may provide that the stock transfer books shall be closed for a 
stated period but not to exceed, in any case, 70 days.  If the stock transfer
books shall be closed for the purpose of determining shareholders entitled 
to notice of or to vote at a meeting of shareholders, such books
shall be closed for at least ten days immediately preceding such meeting. 
In lieu of closing the stock transfer books the Board of Directors may fix 
in advance a date in any case to be not more than seventy days and,  in case
of a meeting of shareholders, not less than ten days prior to the
date on which the particular action, requiring such determination of 
shareholders, is to be taken. 
If the stock transfer books are not closed and no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting 
of shareholders, or shareholders entitled to receive payment of a dividend, 
the date on which notice of the meeting is mailed or the date on which the 
resolution of the Board of Directors declaring such dividend is adopted, as 
the case may be, shall be the recorded date for such determination of 
shareholders.  When a determination of shareholders entitled to vote at any 
meeting of shareholder has been made as provided in this section, such 
determination shall apply to any adjournment thereof except where the
determination has been made through the closing of the stock transfer books and
the stated period of closing has expired.

     Section 7.  Voting Lists.  The officer or agent having charge of the stock
transfer books for shares of the Corporation shall make, within two days 
after notice of the meeting is given for which the list was prepared, a 
complete list of the shareholders entitled to vote at such meeting, or any 
adjournment thereof, arranged in alphabetical order, with the address of and 
the number of shares held by each.  Such list, for a period beginning two 
business days after notice of the meeting is given for which the list was 
prepared and continuing through the meeting, shall be kept on file at the 
principal office of the Corporation and shall be subject to inspection by
any shareholder at any time during usual business hours, and such list shall
also be produced and kept open at the time and place of the meeting and shall
be subject to the inspection of any shareholder during the whole time of the
meeting; provided, however, that it shall not be necessary to prepare or 
produce such list in any case where the record of shareholders readily
shows in alphabetical order or by alphabetical index, and by  classes or 
series if such there be, the names  of  the shareholders entitled to vote, 
with their addresses and the amounts of their holdings.  The original stock
transfer books shall be prima facie evidence as to who are the shareholders 
entitled to examine such list or transfer books or to vote at any meeting of
shareholders.
  
     Section 8.  Quorum.  A majority of the outstanding shares of the 
Corporation entitled to vote, represented in person or  by proxy, shall 
constitute a quorum at a meeting of shareholders. If less than a majority of
the outstanding shares are represented at a meeting, a majority of the
shares so represented may adjourn the meeting from time to time without 
further notice.   At such adjourned meeting at which a quorum shall be 
present or represented,  any business may be transacted which might have 
been transacted at the meeting as originally notified. The shareholders 
present at a duly organized meeting may continue to transact business until
adjournment,  notwithstanding the withdrawal of enough shareholders to leave
less than a quorum.

     Section 9.  Proxies.   At all meetings of shareholders, a shareholder  may
 vote  by  proxy  executed  in  writing  by  the shareholder or by his duly 
authorized attorney in fact.  Such proxy shall be filed with the Secretary 
of the Corporation before or at the time of the meeting.  No proxy shall be 
valid after eleven months from the date of its execution, unless otherwise
provided in the proxy.

     Section 10.  Voting of Shares.  Each outstanding share of the Corporation 
entitled to vote shall be entitled to one vote upon each matter submitted to
a vote at a meeting of shareholders.  The vote of a majority of the shares 
voted on any matter at a meeting of shareholders at which a quorum is 
present shall be the act of the shareholders on that matter unless the vote of
a greater number is required by law,  by the Articles of Incorporation of 
the Corporation or by a bylaw adopted by the shareholders of the Corporation.

     Voting on all matters shall be by voice vote or by a show of hands unless
the holders of more than ten percent of the shares represented at the meeting
shall, prior to the voting on any matter, demand a ballot vote on that matter.

     Section 11.  Voting for Directors.  Unless otherwise provided in the 
Articles of Incorporation or in an agreement valid under the Act,  the 
directors of the Corporation shall be elected by a plurality of the votes 
cast by the shares entitled to vote in the election at a meeting at
which a quorum  is present.  The shareholders do not have a right to cumulate
their votes for directors.

     Section 12.  Informal Action by Shareholders. Any action which is required
or permitted to be taken at a meeting of the shareholders may be taken 
without a meeting if consent in writing, setting forth the action so taken,
shall be signed by all the persons who would be entitled to vote upon such 
action at a meeting, and filed with the Secretary of the Corporation in the
minute book of the Corporation, whether done before or after the action so
taken.

                 ARTICLE III. BOARD OF DIRECTORS

     Section 1.  General Powers.  The business and affairs of the Corporation 
shall be directed by its Board of Directors. 

     Section 2.   Number, Tenure and Qualifications.  The number of Directors
constituting the whole Board shall be not more than seven nor less than three
as determined by the Board.  The authorized number of Directors, within the 
limits above specified, may be changed by the affirmative vote of a majority
of the whole Board given at a regular or special meeting of the Board of 
Directors; provided, however, that if the number so determined is to be
increased, or decreased, notice of proposed increase or decrease shall be 
included in the notice of the such meeting, or all of the Directors at the 
time in office shall be present at such meeting, or those not present at any
time shall waive or have waived notice thereof in writing; and provided, 
further, that the number of Directors which shall constitute the whole Board
shall not be less than three nor shall it be reduced to a number less than 
the number of Directors then in office unless such reduction shall become 
effective  only  at  and  after  the  next  ensuing  meeting  of shareholders
for the election of Directors.  Any directorships not filled by the 
shareholders shall be treated as vacancies to be filled by and in the 
discretion of the Board of Directors.  Each Director shall hold
office until the next annual meeting of shareholders and until his successor
shall have been elected and qualified.  Directors need not be residents of 
the State of North Carolina.  Each Director must own directly at least five 
shares of the voting common stock of the Corporation.

     Section 3.  Removal. Unless otherwise provided in the Articles of 
Incorporation, any director may be removed at any time only for cause by a 
vote of the shareholders if the number of votes cast to remove such director
exceeds the number of votes cast not to remove him or her.  If a director is 
elected by a voting group of shareholders,  only the shareholders of that 
voting group may participate in the vote to remove such director.  A director
may not be removed by the shareholders at a meeting unless the notice of the 
meeting states that the purpose, or one of the purposes, of the meeting is 
removal for cause of the director.  If any directors are so removed,
new directors may be elected at the same meeting.

     Section 4.  Regular Meetings.  A regular meeting of the Board of Directors
shall be held without other notice at the same date and place as the annual 
meeting of the shareholders.  The Board of Directors may provide, by 
resolution, the time, date and place, either within or without
the State of North Carolina, for the holding of additional regular meetings.


     Section 5.  Special Meetings.  Special meetings of the Board of Directors 
may be held at any date, time and place upon the call of the  Chief  
Executive  Officer  or  the  Secretary  acting under instructions from the 
Chief Executive Officer, or upon the call of any two Directors.

     Section 6.  Notice.  Notice of any special meeting shall be given at least
two days prior thereto by written notice delivered personally or mailed to 
each Director at his business address, by telegram or facsimile machine or 
telephone or other usual means of communication; provided, however, that 
special meetings may be held at any date, time and place without notice by
unanimous consent of the Directors.   If mailed, such notice shall be deemed to 
be delivered when deposited in the United States mail so addressed, with 
postage thereon prepaid.  If notice is given by telegram, such notice shall 
be deemed to be delivered when the telegram is delivered to
the telegraph company.  If notice is transmitted by facsimile machine, such 
notice shall be deemed to be delivered when sent.  The attendance of a 
Director at a meeting shall constitute a waiver of notice of such meeting, 
except where a Director attends a meeting for the express purpose of 
objecting to the transaction of any business because the meeting is not 
lawfully called or convened.  Notice of an adjourned meeting need not be 
given if the time and place are fixed at the meeting adjourning and if the 
period of  adjournment does not exceed ten days  in any one adjournment.

     Section 7.  Quorum.  A majority of the number of Directors fixed as 
provided in Section 2 of this Article III shall constitute a quorum for the 
transaction of business at any meeting of the Board of Directors, but if 
less than such majority is present at a meeting,  a majority of the Directors
present may adjourn the meeting from time to time without further notice. 

     Section 8.  Manner of Acting.  The act of the majority of the Directors 
present at a meeting at which a quorum is present shall be the act of the 
Board of Directors, except as otherwise provided in this Section.  The vote 
of a majority of the number of Directors fixed as provided in Section 2 of 
this Article III shall be required for the adoption of a resolution
designating the Directors to constitute the Executive Committee.  The vote of 
a majority of the Directors then holding office shall be required for the 
adoption, amendment or repeal of a bylaw which is a proper subject for such 
action by the Board of Directors, or for the adoption of a resolution 
dissolving the Corporation without action by the shareholders.

     Section 9.  Vacancies.  Except as otherwise expressly required by the 
provisions of the North Carolina Business Corporation Act, any vacancy 
occurring in the Board of Directors may be filled by the affirmative vote 
of a majority of the remaining Directors though less than a quorum of the 
Board of Directors.  A Director elected to fill a vacancy shall be elected for
the unexpired term of his predecessor in office.

     Section 10.  Presumption of Assent.  A Director of the Corporation who is
present at a meeting of the Board of Directors at which action on any 
corporate matter is taken shall be deemed to have assented to the action 
taken unless he objects at the beginning of the meeting (or promptly upon 
his arrival) to holding the meeting or transacting business thereat, or 
unless his dissent or abstention from the action shall be entered in the 
minutes of the meeting or unless he shall file his written dissent or 
abstention to such action with the presiding officer of the meeting before 
the adjournment thereof or with the Corporation immediately after the 
adjournment of the meeting.  Such right to dissent or abstention shall not 
apply to a Director who voted in favor of such action.

     Section 11.  Informal Action by Directors.  Action taken by a majority 
of the Directors without a meeting is nevertheless action of the Board of 
Directors if written consent to the action in question is signed by all the 
Directors and filed with the minutes of the proceedings of the
Board of Directors, whether done before or after the action so taken. 

     Section 12.  Executive Committee.  The Board of Directors, by
resolution adopted by a majority of the number of Directors fixed as 
provided in Section 2 of this Article III, may designate two or more 
Directors to constitute an Executive Committee. The Executive Committee, 
between meetings of the Board of Directors and subject to such limitations 
as may be required by law or imposed by resolution of the Board of Directors,
shall have and may exercise all of the authority of the Board of Directors in
the management of the Corporation.  The designation of the Executive 
Committee and delegation thereto of authority shall not operate to relieve 
the Board of Directors, or any member thereof, of any responsibility or 
liability imposed upon it or him by law. 

     Meetings of the Executive Committee may be held at any time on call of 
the Chief Executive Officer or of any two members of the Committee.  No 
notice of a meeting need be given if a majority of the Executive Committee 
is present, but whenever notice is given, a notice of one day given by mail,
telephone, telegraph or telecopy shall be sufficient.  A majority of the
members shall constitute a quorum of all meetings. The Executive Committee 
shall keep minutes of its proceedings and submit them to the next succeeding
meeting of the Board of Directors for approval.

                       ARTICLE IV. OFFICERS

     Section 1.  Number.  The officers of the Corporation shall be the Chief 
Executive Officer, the President,  one or more Vice Presidents (one or two of
whom may be designated Executive Vice President),  a Treasurer,  one or more
Assistant Treasurers,  a Secretary, and one or more Assistant Secretaries, 
and a Chairman of the Board of Directors if and when such Chairman of
the Board shall be deemed necessary or desirable, and such other officers and
assistant officers as the Board of Directors shall deem necessary or 
desirable.  Any two or more offices may be held by the same person, but no 
officer may act in more than one capacity where action of two or more officers
is required.

     Section 2.  Election of Officers.   The officers of the Corporation shall 
be elected annually by the Board of Directors at the first meeting of the 
Board of Directors held after each annual meeting of the shareholders or at 
such time or times as the Board of Directors shall determine.

     Section 3.  Removal. Any officer or agent elected or appointed by the 
Board of Directors may be removed by the Board of Directors at any time with
or without cause.

     Section 4.  Chief Executive Officer.  If the Board of Directors
shall appoint a Chairman of the Board and shall designate the Chairman of 
the Board as the Chief Executive Officer, the Chairman of the Board shall 
serve as the Chief Executive Officer of the Corporation.  If a Chairman of 
the Board is not appointed by the Board of Directors or if the Chairman of 
the Board is not designated as the Chief Executive Officer, the President (or 
such other person as shall be named by the Board of Directors) shall be the 
Chief Executive Officer of the Corporation.   The Chief Executive Officer 
shall, subject to the direction and control of the Board of Directors, 
supervise and control the business and affairs of the Corporation.   Such
officer shall, when present, preside at all meetings of the shareholders.  The 
Chief Executive Officer may sign, with the Secretary or any other proper 
officer of the Corporation thereunto authorized by the Board of Directors, 
certificates for shares of the Corporation, any deeds mortgages,  bonds, 
contracts or other instruments which the Board of Directors has authorized to
be executed, except in cases where the signing and execution thereof shall 
be expressly delegated by the Board of Directors or by these Bylaws to some 
other officer or agent of the Corporation, or shall be required by law to be
otherwise signed or executed; and in general the Chief Executive Officer 
shall perform all duties incident to the position of Chief Executive Officer 
and such other duties as may be prescribed by the Board of Directors from time 
to time.  The title of the Chairman of the Board or the  President, as the 
case may be, serving as the Chief Executive Officer may also refer to such 
officer's position as Chief Executive Officer, but such additional
designation shall not be required. 

     Section 5.  Chairman of the Board.  The Chairman of the Board,
if and when elected,  shall be chosen by and from among the Directors, shall 
preside at all meetings of the Board of Directors if present, and shall, in 
general, perform all duties incident to the office of Chairman of the Board 
and such other duties as, from time to time, may be assigned
to him by the Board of Directors.

     Section 6.  President.  Unless a Chairman of the Board has been
appointed and also designated as the Chief Executive Officer, the President 
(or such other person as shall be named by the Board of Directors) shall be 
the Chief Executive Officer of the Corporation and shall have all of the 
duties and authority of that office.  If the President is not the
Chief Executive Officer, the President, in the absence of the Chief Executive 
Officer or in the event of such person's death or inability or refusal to 
act, shall perform the duties and exercise the powers of that office and, in 
addition, the President shall perform such other duties and shall
have such other authority as the Board of Directors shall prescribe.  Unless
the Board of Directors shall otherwise provide, the President shall also be 
the Chief Operating Officer of the Corporation and, subject to the control of
the Board of Directors, shall have all the duties and authority of that 
office.

     Section 7.  Executive Vice President.   The Executive Vice President, if
and when elected, shall familiarize himself with the affairs of the 
Corporation, and, in the absence or disability of the President, shall 
possess all the powers of and perform all the duties of that officer, and 
shall have such other powers and duties as may be prescribed from
time to time by the Board of Directors.

     Section 8.  Vice Presidents.  Each Vice President shall have
such powers and perform such duties as may be prescribed from time to time by 
the Board of Directors.  At the request of the President (or, if and when 
elected, the Executive Vice President), any Vice President may act 
temporarily in the place of the President.

     Section 9.  Secretary.   The Secretary shall:  (a) keep the minutes of 
the shareholders'  and of the Board of Directors' meetings in one or more 
books provided for that purpose; (b) see that all notices are duly given in 
accordance with the provisions of these Bylaws or as required by law; (c) be 
custodian of the corporate records and of the seal of the Corporation and see
that the seal of the Corporation is affixed to all documents the execution of
which on behalf of the Corporation under its seal is duly authorized; (d) 
keep a register of the post office address of each shareholder which shall 
be furnished to the Secretary by such shareholder;  (e)  sign with the
Chief  Executive Officer,  or president, or a Vice President, certificates 
for shares of the Corporation, the issuance of which shall have been 
authorized by resolution of the Board of Directors; (f) have general charge 
of the stock transfer books of the Corporation; and (g) in general perform 
all duties incident to the office of the Secretary and such other duties as 
from time to time may be assigned to him by the Chief Executive Officer, or 
by the President or by the Board of  Directors.

     Section 10. Treasurer.  The Treasurer shall: (a) have charge
and custody of and be responsible for all funds and securities of the 
Corporation; receive and give receipts for moneys due and payable to the 
Corporation from any source whatsoever, and deposit all such moneys in the 
name of the Corporation in such banks, trust companies or other
depositaries as shall be selected in accordance with the provisions of 
Article V of these Bylaws; and (b)  in general perform all of the duties 
incident to the office of Treasurer and such other duties as from time to 
time may be assigned to him by the Chief Executive Officer, or President
or by the Board of Directors.

     Section 11.  Assistant Secretaries and Assistant Treasurers.  The 
Assistant Secretaries and Assistant Treasurers, in general, shall perform 
such duties as shall be assigned to them by the Board of Directors or by 
senior officers.

     Section 12.  Salaries.  The salaries of the officers shall be fixed from 
time to time by the Board of Director and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a Director of 
the Corporation.

         ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

     Section 1.  Contracts.  The Board of Directors may authorize any officer 
or officers, agent or agents, to enter into any con- tract or execute and 
deliver any instruments in the name of and on behalf of the Corporation, 
and such authority may be general or confined to specific instances.

     Section 2.  Loans.  No loans shall be contracted on behalf of the 
Corporation and no evidences of indebtedness shall be issued in its name 
unless authorized by a resolution of the Board of Directors.  Such authority
may be general or confined to specific instances.

     Section 3.  Checks and Drafts.  All checks, drafts or other orders for 
the payment of money, 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 resolution of the Board of Directors.

     Section 4.  Deposits.   All funds of the Corporation not otherwise 
employed shall be deposited from time to time to the credit of the 
Corporation in such banks, trust companies or other depositaries as the 
Board of Directors may select.

     ARTICLE VI.  CERTIFICATES FOR SHARES AND THEIR TRANSFER

     Section 1.  Certificate for Shares.  Certificates representing shares of 
the Corporation shall be in such form, including non-certificated shares,  
as shall be determined by the Board of Directors.  Certificated shares shall 
be signed by, or bear the facsimile signature of, the Chief Executive 
Officer, the President or a Vice President and the Secretary or an Assistant 
Secretary. All certificates for certificated shares shall be consecutively 
numbered or otherwise identified.  The name and address of the person to whom
the shares represented thereby are issued, with the number of shares and date
of issue, shall be entered on the stock transfer books of the Corporation.  
All certificates for certificated shares surrendered to the Corporation for 
transfer shall be cancelled and no new certificate for certificated shares 
shall be issued until the former certificate for certificated shares for a 
like number of shares shall have been surrendered and cancelled, except that
in case of a lost, destroyed or mutilated certificate, a new one may be
issued therefor upon such terms and indemnity to the Corporation as the 
Board of Directors may prescribe. 

     Section 2.  Transfer of Shares.  Transfer of shares of the Corporation 
shall be made only (a) on the stock transfer books of the Corporation by the 
holder of record thereof or by his legal representative, who shall furnish 
proper evidence of authority to transfer, or by his attorney thereunto 
authorized by power of attorney duly executed and filed with the Secretary of
the Corporation, and (b) on surrender for cancellation of the certificate 
for such certificated shares.  The person in whose name shares stand on the 
books of the Corporation shall be deemed by the Corporation to be the owner 
thereof for all purposes.

                     ARTICLE VII. FISCAL YEAR

     The fiscal year of the Corporation shall be the calendar year unless 
otherwise determined by the Board of Directors.

                     ARTICLE VIII. DIVIDENDS

     The Board of Directors may from time to time declare, and the Corporation 
may pay, dividends on its outstanding shares in the manner and upon the 
terms and conditions provided by law and its Articles of Incorporation.

                         ARTICLE IX. SEAL

     The corporate seal shall be in the form as it now exists, unless otherwise 
provided by the Board of Directors. 

                   ARTICLE X.  WAIVER OF NOTICE

     Whenever any notice is required to be given to any shareholder or 
Director of the Corporation under the provisions of the North Carolina 
Business Corporation Act or under the provisions of the Articles of 
Incorporation or Bylaws of the Corporation, a waiver thereof in writing, 
signed by the person or persons entitled to such notice, whether before or 
after the time stated therein, shall be equivalent to the giving of such 
notice.

                      ARTICLE XI. AMENDMENTS

     Except as hereinafter otherwise provided, these Bylaws may be amended or 
repealed and new Bylaws may be adopted by the affirmative vote of a majority
of the Directors then holding office at any regular or special meeting of 
the Board of Directors. 

     The Board of Directors shall have no power to adopt a Bylaw:

     1.   requiring more than a majority of the voting shares for a quorum at a
          meeting of shareholders or more than a majority of the votes cast 
          to constitute action by the shareholders,  except  where  higher  
          percentages  are required by law;

     2.   providing for the management of the Corporation otherwise than  by 
          the  Board of  Directors or its  Executive Committee;

     3.   increasing or decreasing the number of Directors; or

     4.   classifying and staggering the election of Directors.

     The Board of Directors shall have no power to readopt, amend or repeal a 
bylaw adopted, amended or repealed by the shareholders if such bylaw does 
not so authorize the Board of Directors.

                   ARTICLE XII. INDEMNIFICATION

     Section 1.  Extent.   In addition to the indemnification otherwise 
provided by law, the Corporation shall indemnify and hold harmless its 
Directors and Indemnified Officers (as hereinafter defined) against all 
liability and litigation expense, including reasonable attorneys'  fees,  
arising out of their status as Directors or officers, or in their activities
in any of the foregoing capacities.  The Corporation shall also and to the 
same extent indemnify its Directors and Indemnified Officers from activities
in any capacity in which they are or were serving at the Corporation's 
request, in another corporation, partnership, joint venture, trust or other 
enterprise; provided, however, that the Corporation shall not indemnify a 
Director or Indemnified Officer against liability or litigation expense that
he may incur on account of his activities which at the time taken were known
or believed by him to be clearly in conflict with the best interests of the
Corporation.   The Corporation shall also indemnify the Director or 
Indemnified Officer for reasonable costs, expenses and attorneys' fees in 
connection with the enforcement of rights to indemnification granted herein, 
if it is determined in accordance with Section 2 of this Article that the 
Director or Indemnified Officer is entitled to indemnification hereunder.

     Section 2.  Determination.  Any indemnification under Section I shall be
paid by the Corporation in any specific case only after a determination that
the Director or Indemnified Officer did not act in a manner, at the time the 
activities were taken, that was known or believed by him to be clearly in 
conflict with the best interests of the Corporation.  Such determination
shall be made (a) by the affirmative vote of a majority (but not less than two)
of all the Directors  of the Corporation who are not or were not parties to 
the action,  suit or proceeding out of which the liability or expense for 
which indemnification is to be determined arose, or against whom the
claim out of which such liability or expense arose is not asserted 
("Disinterested Directors"), even though less than a quorum, or (b) if a 
majority (but not less than two) of Disinterested Directors so direct, by 
independent legal counsel in a written opinion, or (c) if there are less than
two Disinterested Directors, by the affirmative vote of all of the Directors, 
or (d) by the vote of a majority of all of the voting shares other than those
owned or controlled by Directors or Indemnified Officers who were parties to
such action, suit or proceeding or against whom such claim is asserted,  or 
by a unanimous vote of all of the voting shares, or (e) by a court of
competent jurisdiction.

     Section 3.  Advanced Expenses.  Expenses incurred by a Director or 
Indemnified Officer in defending a civil or criminal claim, action, suit or 
proceeding may, upon approval of a majority (but not less than two) of the 
Disinterested Directors, even though less than a quorum, or,  if there are 
less than two Disinterested Directors upon approval of the Board of Directors, 
be paid by the Corporation in advance of the final disposition of such claim,
action, suit or proceeding upon receipt of an undertaking by or on behalf of
the Director or Indemnified Officer to repay such amount unless it shall 
ultimately be determined that he is entitled to be indemnified against such 
expenses by the Corporation. 

     Section 4.  Indemnified Officer.  For purposes of this Article, 
"Indemnified  Officer"  shall  mean  (a) each officer of  the Corporation 
who is also a Director of the Corporation or (b) each other officer who is 
designated by the Board of Directors from time to time as an
Indemnified Officer; provided, however, that if any person ceases to be an 
Indemnified Officer, then such cessation shall have no effect with respect to
actions arising prior to such time of cessation.

     Section 5.  Reliance and Consideration.   Any Director or Indemnified 
Officer who at any time after the adoption of this Article serves or has 
served in any of the aforesaid capacities for or on behalf of the 
Corporation shall be deemed to be doing or to have done so in reliance 
upon, and as consideration for, the right of indemnification provided herein.
Such right shall inure to the benefit of the legal representatives of any 
such person and shall not be exclusive of any other rights to which such 
person may be entitled apart from the provisions of this Article.  No 
amendment, modification or repeal of this Article XII shall adversely affect 
the right of any Director or Indemnified Officer to indemnification 
hereunder with respect to any activities occurring prior to the time of such
amendment, modification or repeal.

     Section 6.  Insurance.   The Corporation may purchase and maintain 
insurance on behalf of its Directors, officers, employees and agents and 
those persons who were serving at the request of the Corporation in any 
capacity in another corporation, partnership, joint venture, trust
or other enterprise against any liability asserted against him and incurred by 
him in any such capacity, or arising out of his status as such, whether or 
not the Corporation would have the power to indemnify him against such 
liability under the provisions of this Article or otherwise. 
Any full or partial payment made by an insurance company under any insurance 
policy covering any Director, officer, employee or agent made to or on behalf
of a person entitled to indemnification under this Article shall relieve the 
Corporation of its liability for indemnification provided for in this Article
or otherwise to the extent of such payment, and no insurer shall have a 
right of subrogation against the Corporation with respect to such payment.