AMENDED AND RESTATED BY-LAWS
                               OF
                   SA TELECOMMUNICATIONS, INC.


                    ARTICLE I - STOCKHOLDERS

Section 1. Annual Meeting
---------- --------------

     An annual meeting of the stockholders, for the election of
directors to succeed those whose terms expire and for the
transaction of such other business as may properly come before the
meeting, shall be held at such place on such date, and at such time
as the Board of Directors shall each year fix, which date shall be
within thirteen months subsequent to the later of the date of
incorporation or the last annual meeting of stockholders.

Section 2. Special Meetings
---------- ----------------

     Special meetings of the stockholders, for any purpose or
purposes prescribed in the notice of the meeting, may be called by
the Board of Directors or the Chief Executive Officer and shall be
held at such place, on such date, and at such time as they or he
shall fix.

Section 3. Notice of Meetings
---------- ------------------

     Written notice of the place, date, and time of all meetings of
the stockholders shall be given, not less than ten nor more than
sixty days before the date on which the meeting is to be held, to
each stockholder entitled to vote at such meeting, except as
otherwise provided herein or required by law (meaning, here and
hereinafter, as required from time to time by the General
Corporation Law of the State of Delaware or the Certificate of
Incorporation).

     When a meeting is adjourned to another place, date or time,
written notice need not be given of the adjourned meeting if the
place, date, and time thereof are announced at the meeting at which
the adjournment is taken, provided, however, that if the date of
any adjourned meeting is more than thirty days after the date for
which the meeting was originally noticed, or if a new record date
is fixed for the adjourned meeting, written notice of the place,
date, and time of the adjourned meeting shall be given in
conformity herewith.  At any adjourned meeting, any business may be
transacted which might have been transacted at the original
meeting.

Section 4. Quorum
---------- ------

     At any meeting of the stockholders, the holders of a majority
of all of the shares of the stock entitled to vote at the meeting,
present in person or by proxy, shall constitute a quorum for all
purposes, unless or except to the extent that the presence of a
larger number may be required by law.

<PAGE>

     If a quorum shall fail to attend any meeting, the chairman of
the meeting or the holders of a majority of the shares of the stock
entitled to vote who are present, in person or by proxy, may
adjourn the meeting to another place, date, or time.

     If a notice of any adjourned special meeting of stockholders
is sent to all stockholders entitled to vote thereat, stating that
it will be held with those present constituting a quorum, then
except as otherwise required by law, those present at such
adjourned meeting shall constitute a quorum, and all matters shall
be determined by a majority of the votes cast at such meeting.

Section 5. Organization
---------- ------------

     Such person as the Board of Directors may have designated or,
in the absence of such a person, the highest ranking officer of the
corporation who is present shall call to order any meeting of the
stockholders and act as chairman of the meeting.  In the absence of
the Secretary of the corporation, the secretary of the meeting
shall be such person as the chairman appoints.

Section 6. Conduct of Business
---------- -------------------

     The chairman of any meeting of stockholders shall determine
the order of business and the procedure at the meeting, including
such regulation of the manner of voting and the conduct of
discussion as seem to him in order.

Section 7. Proxies and Voting
---------- ------------------

     At any meeting of the stockholders, every stockholder entitled
to vote may vote in person or by proxy authorized by an instrument
in writing filed in accordance with the procedure established for
the meeting.

     Each stockholder shall have one vote for every share of stock
entitled to vote which is registered in his name on the record date
for the meeting, except as otherwise provided herein or required by
law.

     All voting, except on the election of directors and where
otherwise required by law, may be by a voice vote; provided,
however, that upon demand therefor by a stockholder entitled to
vote or his proxy, a stock vote shall be taken.  Every stock vote
shall be taken by ballots, each of which shall state the name of
the stockholder or proxy voting and such other information as may
be required under the procedure established for the meeting.  Every
vote taken by ballots shall be counted by an inspector or
inspectors appointed by the chairman of the meeting.

     All elections shall be determined by a plurality of the votes
cast, and except as otherwise required by law, all other matters
shall be determined by a majority of the votes cast.

<PAGE>

Section 8. Stock List
---------- ----------

     A complete list of stockholders entitled to vote at any
meeting of stockholders, arranged in alphabetical order for each
class of stock and showing the address of each such stockholder and
the number of shares registered in his name, shall be open to the
examination of any such stockholder, for any purpose germane to the
meeting, during ordinary business hours for a period of at least
ten (10) days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or if not so specified, at
the place where the meeting is to be held.

     The stock list shall also be kept at the place of the meeting
during the whole time thereof and shall be open to the examination
of any such stockholder who is present.  This list shall
presumptively determine the identity of the stockholders entitled
to vote at the meeting and the number of shares held By each of
them.

                 ARTICLE II - BOARD OF DIRECTORS

Section 1. Number and Term of Office
---------- -------------------------

     The number of directors who shall constitute the whole board
shall be such number not less than five nor more than twenty as the
Board of Directors shall at the time have designated.  The number
of directors shall be fixed from time to time exclusively by the
Board of Directors pursuant to a resolution adopted by a majority
of the total number of authorized directors (whether or not there
exist any vacancies in previously authorized directorship at the
time any such resolution is presented to the Board for adoption). 
Effective immediately upon the filing of a Certificate of Amendment
to the Certificate of Incorporation effecting same, the directors
shall be divided into three classes, as nearly equal in number as
reasonably possible, with the term of office of the first class to
expire at the 1996 Annual Meeting of Stockholders, the term of
office of the second class to expire at the 1997 Annual Meeting of
Stockholders and the term of office of the third class to expire at
the 1998 Annual Meeting of Stockholders.  At each Annual Meeting of
Stockholders following such initial classification and election,
directors elected to succeed those directors whose terms expire
shall be elected for a term of office to expire at the third
succeeding Annual Meeting of Stockholders after their election.

     Whenever the authorized number of directors is increased
between annual meetings of the stockholders, a majority of the
directors then in office shall have the power to elect such new
directors for the balance of a term and until their successors are
elected and qualified.  Any decrease in the authorized number of
directors shall not become effective until the expiration of the
term of the directors then in office unless, at the time of such
decrease, there shall be vacancies on the board which are being
eliminated by the decrease.

<PAGE>

Section 2. Vacancies
---------- ---------

     If the office of any director becomes vacant by reason of
death, resignation, disqualification, removal or other cause, a
majority of the directors remaining in office, although less than
a quorum, may elect a successor for the unexpired term and until
his successor is elected an qualified.

Section 3. Regular Meetings
---------- ----------------

     Regular meetings of the Board of Directors shall be held at
such place or places, on such date or dates, and at such time or
times as shall have been established by the Board of Directors and
publicized among all directors.  A notice of each regular meeting
shall not be required.

Section 4. Special Meetings
---------- -----------------

     Special meetings of the Board of Directors may be called by
one-third of the directors then in office or by the Chief Executive
Officer and shall be held at such place, on such date, and at such
time as they or he shall fix.  Notice of the place, date and time
of each such special meeting shall be given each director by whom
it is not waived by mailing written notice not less than three days
before the meeting or by telegraphing the same not less than
eighteen hours before the meeting.  Unless otherwise indicated in
the notice thereof, any and all business may be transacted at a
special meeting.

Section 5. Quorum
---------- ------

     At any meeting of the Board of Directors, one-third of the
total number of the whole board, but not less than two, shall
constitute a quorum for all purposes.  If a quorum shall fail-to
attend any meeting, a majority of those present may adjourn the
meeting to another place, date, or time, without further notice or
waiver thereof.

Section 6. Participation in Meeting by Conference Telephone
---------- ------------------------------------------------

     Members of the Board of Directors, or of any committee
thereof, may participate in-a meeting of such board or committee by
means of conference telephone or similar communications equipment
that enables all persons participating in the meeting to hear each
other.  Such participation shall constitute presence in person at
such meeting.

Section 7. Conduct of Business
---------- -------------------

     At any meeting of the Board of Directors, business shall be
transacted in such order and manner as the board may from time to
time determine, and all matters shall be determined by the vote of
a majority of the directors present, except as otherwise provided
herein or required by law.  Action may be taken by the Board of
Directors without a meeting if all members thereof consent thereto
in writing, and the writing or writings are filed with the minutes
of proceedings of the Board of Directors.

<PAGE>

Section 8. Powers
---------- ------

     The board of Directors may, except as otherwise required by
law, exercise all such powers and do all such acts and things as
may be exercised or done by the corporation, including, without
limiting the generality of the foregoing, the unqualified power:

     (1)  To declare dividends from time to time in accordance with
          law;

     (2)  To purchase or otherwise acquire any property, rights or
          privileges on such terms as it shall determine;

     (3)  To authorize the creation, making and issuance, in such
          form as it may determine, of written obligations of every
          kind, negotiable or non-negotiable, secured or unsecured,
          and to do all things necessary in connection therewith;

     (4)  To remove any officer of the corporation with or without
          cause, and from time to time to devolve the powers and
          duties of any officer upon any other person for the time
          being;

     (5)  To confer upon any officer of the corporation the power
          to appoint, remove and suspend subordinated officers and
          agents;

     (6)  To adopt from time to time such stock, option, stock
          purchase, bonus or other compensation plans for
          directors, officers and agents of the corporation and its
          subsidiaries as it may determine;

     (7)  To adopt from time to time such insurance, retirement,
          and other benefit plans for directors, officers and
          agents of the corporation and its subsidiaries as it may
          determine; and

     (8)  To adopt from time to time regulations, not inconsistent
          with these by-laws, for the management of the
          corporation's business and affairs.

                    ARTICLE III - COMMITTEES

Section 1. Committees of the Board of Directors
---------- ------------------------------------

     The Board of Directors, by a vote of a majority of the whole
board, may from time to time designate committees of the board,
with such lawfully delegable powers and duties as it thereby
confers, to serve at the pleasure of the board and shall, for those
committees and any others provided for herein, elect a director of
directors to serve as the member or members, designating, if it
desires, other directors as alternative members who may replace any
absent or disqualified member at any meeting of the committee.  Any
committee so designated may exercise the power and authority of the
Board of Directors to declare a dividend or to authorize the
issuance of stock if the resolution which designates the committee
or a supplemental resolution of the Board of Directors shall so
provide.  In the absence or disqualification of any member of any
committee and any alternate member in his place, the member or
members of the committee present at the meeting and not
disqualified from voting, whether or not he or they constitute a
quorum, may by unanimous vote appoint another member of the Board
of Directors to act at the meeting in place of the absent or
disqualified member.

<PAGE>

Section 2. Conduct of Business
---------- -------------------

     Each committee may determine the procedural rules for meeting
and conducting its business and shall act in accordance therewith,
except as provided herein or required by law.  Adequate provision
shall be made for notice to members of all meetings; one-third of
the members shall constitute a quorum unless the committee shall
consist of one or two members, in which event one member shall
constitute a quorum; and all matters shall be determined by a
majority vote of the members present.  Action may be taken by any
committee without a meeting if all members thereof consent thereto
in writing, and the writing or writings are filed with the minutes
of the proceedings of such committee.

                      ARTICLE IV - OFFICERS

Section 1. Generally
---------- ---------

     The officers of the corporation shall consist of a Chairman of
the Board, President, one or more Vice-Presidents, a Secretary, a
Treasurer and such other subordinate officers as may from time to
time be appointed by the Board of Directors.  Officers shall be
elected by the Board of Directors, which shall consider that
subject at its first meeting after every annual meeting of
stockholders.  Each officer shall hold his office until his
successor is elected and qualified or until his earlier resignation
or removal.  The Chief Executive Officer shall be a member of the
Board of Directors.  Any number of offices may be held by the same
person.

Section 2. Chairman of the Board
---------- ---------------------

     The Chairman of the Board, shall preside at all meetings of
the stockholders of the corporation and the Board of Directors and
shall have such other powers and duties as may from time to time be
prescribed by the Board of Directors upon written directions given
to him pursuant to resolutions duly adopted by the Board of
Directors.

Section 3. Chief Executive Officer
---------- -----------------------

     The Chief Executive Officer of the Corporation shall have the
powers and duties of supervision and management of the business and
affairs of the corporation relating to, among other things, market
relations, telecommunications acquisitions, corporate finance and
Russian ventures and shall see that all orders and resolutions of
the Board of Directors are carried into effect.  He shall preside
at all meetings of the stockholders and at all meetings of the
Board of Directors unless a Chairman of the Board has been elected,
in which event the Chief Executive Officer shall preside at
meetings of the Board of Directors in the absence or disability of
the Chairman of the Board.  He shall have power to sign all stock
certificates, contracts and other instruments of the corporation
which are authorized.

<PAGE>

Section 4. President
---------- ---------

     The President shall be the chief operating officer of the
corporation.  Subject to the provisions of these by-laws and to the
direction of the Chief Executive Officer and the Board of
Directors, he shall have the responsibility for the general
management and control of the affairs and business of the
corporation and shall perform all duties and have all powers which
are commonly incident to the office of President or which are
delegated to him by the Board of Directors.  Except with respect to
the Chief Executive Officer, the President shall have general
supervision and direction of all of the other officers and agents
of the corporation.  He shall have power to sign all stock
certificates, contracts and other instruments of the corporation
which are authorized.

Section 5. Vice-President
---------- --------------

     Each Vice-President shall perform such duties as the Board of
Directors or the President shall prescribe.  In the absence or
disability of the President, the Vice-President who has served in
such capacity for the longest time shall perform the duties and
exercise the powers of the President.

Section 6. Treasurer
---------- ---------

     The Treasurer shall have the custody of all monies and
securities of the corporation and shall keep regular books of
account.  He shall make such disbursements of the funds of the
corporation as are proper and shall render from time to time an
account of all such transactions and of the financial condition of
the corporation.

Section 7. Secretary
---------- ---------

     The Secretary shall issue all authorized notices for, and
shall keep minutes of, all meetings of the stockholders and the
Board of Directors.  He shall have charge of the corporate books.

Section 8. Delegation of Authority
---------- -----------------------

     The Board of Directors may from time to time delegate the
powers or duties of any officer to any other officers or agents,
notwithstanding any provision hereof.

Section 9. Removal
---------- -------

     Any officer of the corporation may be removed at any time,
with or without cause, by the Board of Directors.

<PAGE>

Section 10. Action with Respect to Securities of Other Corporations
----------- -------------------------------------------------------

     Unless otherwise directed by the Board of Directors, the
President shall have power to vote and otherwise act on behalf of
the corporation, in person or by proxy, at any meeting of
stockholders of or with respect to any action of stockholders of
any other corporation in which this corporation may hold securities
and otherwise to exercise any and all rights and powers which this
corporation may possess by reason of its ownership of securities in
such other corporation.

             ARTICLE V - RIGHT OF INDEMNIFICATION OF
                 DIRECTORS, OFFICERS AND OTHERS

Section 1. Right to Indemnification
---------- ------------------------

     Each person who was or is made a party or is threatened to be
made a party to or is involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative
("proceeding"), by reason of the fact that he or she or a person
for whom he or she is the legal representative is or was a director
or officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director or officer,
employee or agent of another corporation, or of a partnership,
joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such
proceeding is alleged action in an official capacity as a director,
officer, employee or agent or in any other capacity while serving
as a director, officer, employee or agent, shall be indemnified and
held harmless by the corporation to the fullest extent authorized
by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only
to the extent such amendment permits the corporation to provide
broader indemnification right than said law permitted the
corporation to provide prior to such amendment) against all
expenses, liability and loss (including attorneys' fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid or to be
paid in settlement) reasonably incurred or suffered by such person
in connection therewith.  Such right shall be a contract right and
shall include the right to be paid by the corporation expense
incurred in defending any such proceeding in advance of its final
disposition; provided, however, that the payment of such expenses
incurred by a director or officer of the corporation in his or her
capacity as a director or officer (and not in any other capacity in
which service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of such
proceeding, shall be made only upon delivery to the corporation of
an undertaking, by or on behalf of such director or officer, to
repay all amounts so advanced if it should be determined ultimately
that such director or officer is not entitled to be indemnified
under this section or otherwise.

<PAGE>

Section 2. Right of Claimant to Bring Suit
---------- -------------------------------

     If a claim under Section 1 is not paid in full by the
corporation within 90 days after a written claim has been received
by the corporation, the claimant may at any time thereafter bring
suit against the corporation to recover the unpaid amount of the
claim, and if successful in whole or in part, the claimant shall be
entitled to be paid also the expense of prosecuting such claim.  It
shall be a defense to any such action (other than an action brought
to enforce a claim for expense incurred in defending any proceeding
in advance of its final disposition where the required undertaking
has been tendered to the corporation) that the claimant has not met
the standards of conduct which make it permissible under the
Delaware General Corporation Law for the corporation to indemnify
the claimant for the amount claimed, but the burden of proving such
defense shall be on the corporation.  Neither the failure of the
corporation (including its Board of Directors, independent legal
counsel, or its stockholders) to have made a determination prior to
the commencement of such action that indemnification of the
claimant is proper in the circumstances because he or she has met
the applicable standard of conduct set forth in the Delaware
General Corporation Law, nor an actual determination by the
corporation (including its Board of Directors, independent legal
counsel, or its stockholders) that the claimant had not met such
applicable standard of conduct, shall be a defense to the action or
create a presumption that claimant had not met the applicable
standard of conduct.

Section 3. Non-Exclusivity of Rights
---------- -------------------------

     The rights conferred by Sections 1 and 2 shall not be
exclusive of any other right which such person may have or
hereafter acquire under any statute, provision of the Certificate
of Incorporation, by-law, agreement, vote of stockholders or
disinterested directors or otherwise.

Section 4. Insurance
---------- ---------

     The corporation may maintain insurance, at its expense, to
protect itself and any such director, officer, employee or agent of
the corporation or another corporation, partnership, joint venture,
trust or other enterprise against any such expense, liability or
loss, whether.or not the corporation would have the power to
indemnify such person against such expense, liability or loss under
the Delaware General Corporation Law.


                       ARTICLE VI - STOCK

Section 1. Certificates of Stock
---------- ---------------------

     Each stockholder shall be entitled to a certificate signed by,
or in the name of the corporation by, the President or a
vice-president, and by the secretary or an assistant secretary, or
the treasurer or an assistant treasurer, certifying the number of
shares owned by him.  Any of or all the signatures on the
certificate may be facsimile.

<PAGE>

Section 2. Transfers of Stock
---------- ------------------

     Transfers of stock shall be made only upon the transfer books
of the corporation kept at an office of the corporation or by
transfer agents designated to transfer shares of the stock of the
corporation.  Except where a certificate is issued in accordance
with Section 4 of Article VI of these by-laws, an outstanding
certificate for the number of shares involved shall be surrendered
for cancellation before a new certificate is issued therefor.

Section 3. Record Date
---------- -----------

     The Board of Directors may fix a record date, which shall not
be more than 60 nor less than 10 days before the date of any
meeting of stockholders, nor more than 60 days prior to the time
for the other action hereinafter described, as of which there shall
be determined the stockholders who are entitled: to notice of or to
vote at any meeting of stockholders or any adjournment thereof; to
express consent to corporate action in writing without a meeting;
to receive payment of any dividend or other distribution or
allotment of any rights; or to exercise any rights with respect to
any change, conversion or exchange of stock or with respect to any
other lawful action.

Section 4. Lost, Stolen or Destroyed Certificates
---------- --------------------------------------

     In the event of the loss, theft or destruction of any
certificate of stock, another may be issued in its place pursuant
to such regulations as the Board of Directors may establish
concerning proof of such loss, theft or destruction and concerning
the giving of a satisfactory bond or bonds of indemnity.

Section 5. Regulations
---------- -----------

     The issue, transfer, conversion  and registration of
certificates of stock shall be governed by such other regulations
as the Board of Directors may establish.

<PAGE>

                      ARTICLE VII - NOTICES

Section 1. Notices
---------- -------

     Whenever notice is required to be given to any stockholder,
director, officer, or agent, such requirement shall not be
construed to mean personal notice.  Such notice may in every
instance be effectively given by depositing a writing in a post
office or letter box, in a postpaid, sealed wrapper, or by
dispatching a prepaid telegram, addressed to such stockholder,
director, officer, or agent at his or her address as the same
appears on the books of the corporation.  The time when such notice
is dispatched shall be the time of the giving of the notice.

Section 2. Waivers
---------- -------

     A written waiver of any notice, signed by a stockholder,
director, officer, or agent, whether before or after the time of
the event for which notice is to be given, shall be deemed
equivalent to the notice required to be given to such stockholder,
director, officer, or agent.  Neither the business nor the purpose
of any meeting need be specified in such waiver.


                  ARTICLES VIII - MISCELLANEOUS

Section 1. Facsimile Signature
---------- -------------------

     In addition to the provisions for the use of facsimile
signatures elsewhere specifically authorized in these by-laws,
facsimile signatures of any officer of officers of the corporation
may be used whenever and as authorized by the Board of Directors or
a committee thereof.

Section 2. Corporate Seal
---------- --------------

     The Board of Directors may provide a suitable seal, containing
the name of the corporation, which seal shall be in the charge of
the secretary.  If and when so directed by the Board of Directors
or a committee thereof, duplicates of the seal may be kept and used
by the treasurer or by the assistant secretary or assistant
treasurer.

Section 3. Reliance Upon Books, Reports, and Records
---------- -----------------------------------------

     Each director, each member of any committee designated by the
Board of Directors, and each officer of the corporation shall, in
the performance of his duties, be fully protected in relying in
good faith upon the books of account or other records of the
corporation, including reports made to the corporation by any of
its officers, by an independent certified public accountant, or by
and appraiser selected with reasonable care.

Section 4. Fiscal Year
---------- -----------

     The fiscal year of the corporation shall be as fixed by the
Board of Directors.

Section 5. Time Periods
---------- ------------

     In applying any provision of these by-laws which requires that
an act be done or not done a specified number of days prior to an
event or that an act be done during a period of a specified number
of days prior to an event, calendar days shall be used, the day of
the doing of the act shall be excluded, and the day of the event
shall be included.

                     ARTICLE IX - AMENDMENTS

     These by-laws may be amended or repealed by the Board of
Directors at any meeting or by the stockholders at any meeting.