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                                                                     Exhibit 3.2


                        AMENDED AND RESTATED B Y L A W S
                                       OF
                           GTE SOUTHWEST INCORPORATED

                            (a Delaware corporation)
                             (as of August 5, 2002)

                                    ARTICLE I

                            Meetings of Stockholders

                  SECTION 1.01. Place of Meeting. All meetings of the
stockholders of the corporation shall be held at such place within or without
the State of Delaware as shall be designated by the board of directors (or by an
officer or stockholders call in a meeting pursuant to Section 1.03) in
accordance with Section 1.02 or Section 1.03.

                  SECTION 1.02. Annual Meeting. The board of directors shall fix
the date, place and time of the annual meeting of the stockholders to be held
for the purpose of electing directors and transacting such other business as may
properly be brought before the meeting.

                  SECTION 1.03. Special Meetings. Special meetings of the
stockholders of the corporation, for any purpose or purposes for which meetings
may lawfully be called, may be called at any time by the chairman or any
co-chairman of the board, by the president (or such officer as may be duly
authorized to exercise the duties ordinarily exercised by the president), or by
stockholders owning a majority of the stock upon written notice to the
secretary, which written notice shall state the purpose or purposes of the
meeting and designate the date, time and place of the meeting. It shall be the
duty of the secretary to fix the date, place and time of such meeting in
accordance with such

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notice (but subject to the express terms of these Bylaws) and to give due notice
thereof pursuant to Section 1.04.

                  SECTION 1.04.  Notice of Meetings.  Written notice of the
place, date and hour of every meeting of the stockholders, whether annual or
special, shall be given to each stockholder of record entitled to vote at the
meeting not less than ten nor more than sixty days before the date of the
meeting. Every notice of a special meeting shall state the purpose or purposes
thereof.

                  SECTION 1.05. Quorum and Manner of Acting. The holders of a
majority of the shares issued and outstanding (not including treasury stock) and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at any meeting of the stockholders for the transaction of
business except as otherwise provided by statute, the certificate of
incorporation or these Bylaws. When a quorum is present or represented at any
meeting, the vote of a majority of the shares present in person or represented
by proxy and voting on the question shall decide any question brought before
such meeting, unless the question is one upon which, by express provision of an
applicable statute or these Bylaws, a different vote is required, in which case
such express provision shall govern and control the decision of such question.

                                   ARTICLE II
                               Board of Directors

                  SECTION 2.01. Powers. The business and affairs of the
corporation shall be managed under the direction of its board of directors; and
all powers of the corporation, except those specifically reserved or granted to
the stockholders by statute, the certificate of incorporation or these Bylaws,
are hereby granted to and vested in the board of directors.

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                  SECTION 2.02. Number and Term of Office. The board of
directors shall consist of not less than one nor more than ten directors. At
each annual meeting of stockholders, directors shall be chosen for a term of one
year. Each director shall hold office until the director's successor shall have
been elected and qualified, except in the event of the director's earlier death,
resignation or removal. All directors of the corporation shall be natural
persons, but need not be residents of Delaware or stockholders of the
corporation.

                  SECTION 2.03. Vacancies. Vacancies and newly created
directorships resulting from any increase in the authorized number of directors
elected by all of the stockholders may be filled by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director,
and the directors so chosen shall hold office until the next annual election and
until their successors are duly elected and shall qualify, except in the event
of the director's earlier death, resignation or removal.

                  SECTION 2.04. Resignations. Any director of the corporation
may resign at any time upon written notice to the corporation. Such resignation
shall take effect at the date of the receipt of such notice or at any later time
specified therein and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.

                  SECTION 2.05. Organization. At every meeting of the board of
directors, the following person shall preside: (i) the chairman or co-chairman
of the board, or (ii) in the case of a vacancy in, or the nonexistence of, the
offices of chairman and co-chairman of the board or the absence of an elected
chairman or co-chairman of the board, the president, or (iii) in the case of a
vacancy in, or the nonexistence of, the offices of chairman and co-chairman of
the board and president or the absence of an elected

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chairman or co-chairman of the board and president, a chairman chosen by a
majority of the directors present shall preside. The secretary or, in the
absence of the secretary, an assistant secretary or, in the absence of the
secretary and the assistant secretaries, any person appointed by the chairman of
the meeting shall act as secretary.

                  SECTION 2.06. Place of Meeting. The board of directors may
hold its meetings, both regular and special, at such place or places within or
without the State of Delaware as the board of directors may from time to time
determine or as may be designated in the notice calling the meeting.

                  SECTION 2.07. Annual Meeting. A meeting of the board of
directors for the election of officers and the transaction of general business
shall, unless a different time or place is designated by the board, be held
following each annual meeting of stockholders at the place of the annual meeting
of stockholders, and no notice of such meeting shall be necessary to the newly
elected directors in order legally to constitute the meeting if a quorum shall
be present.

                  SECTION 2.08. Regular Meetings. Regular meetings of the board
of directors may be held without notice at such time and place as shall be
designated from time to time by resolution of the board of directors. If the
date fixed for any such regular meeting is a Saturday, Sunday or legal holiday
under the laws of the State where such meeting is to be held, then the meeting
shall be held on the next succeeding business day or at such other time as may
be determined by resolution of the board of directors. At such meetings, the
directors shall transact such business as may properly be brought before the
meeting.

                  SECTION 2.09.  Special Meetings.  Special meetings of the
board of directors may be called by the chairman or any co-chairman of the board
or by the

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president (or such officer as may be duly authorized to exercise the duties
ordinarily exercised by the president). Notice of each such meeting shall be
given to each director by telephone (in which case notice shall be given at
least 24 hours before the time of the meeting), sent by telegram or similar
method (in which case notice shall be given at least 48 hours before the time of
the meeting) or sent by first-class mail (in which case notice shall be given at
least five days before the meeting). Each such notice shall state the time and
place of the meeting to be so held, but no such notice shall be required to
state the purpose or purposes for which the meeting is called nor the matters to
be considered at such meeting.

                  SECTION. 2.10. Quorum, Manner of Acting and Adjournment. At
all meetings of the board, one-third of the total number of directors in office
shall constitute a quorum for the transaction of business and the vote of a
majority of the directors present at any meeting at which there is a quorum
present shall be the act of the board of directors, except as may be otherwise
specifically provided by statute, these Bylaws or the certificate of
incorporation. If a quorum shall not be present at any meeting of the board of
directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

                  Any action required or permitted to be taken at any meeting of
the board of directors or of any committee thereof may be taken without a
meeting, if all members of the board or committee, as the case may be, consent
thereto in writing and the writing or writings are filed with the minutes of
proceedings of the board or committee.

                  SECTION 2.11.  Committees of the Board.  The board of
directors may, by resolution adopted by a majority of the whole board, designate
one or more of its number to constitute an Executive Committee. The Executive
Committee, except as

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otherwise expressly provided by resolution of the board, shall have and may
exercise all the powers and authority of the board of directors in the
management of the business and affairs of the corporation to the extent
permitted by law, including the power and authority to declare a dividend. The
board of directors may, by resolution adopted by a majority of the whole board,
designate from time to time such other committees of the board of directors as
it shall deem necessary or appropriate. The board may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. In the absence or
disqualification of a committee member, and in the absence or disqualification
of the alternate or alternates designated for such member, if any, the committee
member or members thereof present at any meeting and not disqualified from
voting, whether or not constituting a quorum of the committee, may unanimously
appoint another director to act at the meeting in the place of any such absent
or disqualified member. A majority of committee members, or in their absence
alternates designated in the manner described in this section, shall constitute
a quorum. The vote of a majority of committee members present and voting, or in
their absence alternates designated in the manner described in this section,
shall be the act of the committee provided that there is a quorum present.

                  Each committee of the board shall have such duties, power and
authority, not inconsistent with these Bylaws, as may from time to time be
established by resolution of the board of directors, except as otherwise
provided by law.

                                   ARTICLE III

                           Notice - Waivers - Meetings

                  SECTION 3.01.  Notice, What Constitutes.  Whenever, under the
provisions of the statutes of Delaware or the certificate of incorporation or
these Bylaws,

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notice is required to be given to any director or stockholder, it shall not be
construed to mean personal notice, but such notice may be given in writing, by
mail, addressed to such director or stockholder at his or her address as it
appears on the records of the corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Notice to directors may also be given in
accordance with Section 2.09 hereof.

                  SECTION 3.02. Waivers of Notice. Whenever any notice is
required to be given under the provisions of the certificate of incorporation or
these Bylaws, or by statute, a waiver thereof in writing, signed by the person

or persons entitled to such notice, whether executed before or after the action
or event required to be stated in the notice, shall be deemed equivalent to the
giving of such notice. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the stockholders, directors, or members of
a committee need be specified in any written waiver of notice of such meeting.

                  Attendance of a person, either in person or by proxy, at any
meeting shall constitute a waiver of notice of such meeting, except where a
person attends a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting was not
lawfully called or convened.

                  SECTION 3.03. Conference Telephone Meetings. Members of the
board of directors, or of any committee of the board of directors, may
participate in a meeting of such board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at such meeting.

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                                   ARTICLE IV

                                    Officers

                  SECTION 4.01. Number, Qualifications and Designation. The
officers of the corporation shall be (i) one or more of any of the following: a
chairman or a vice-chairman of the board or a president or a vice president (or
such other officer as may be duly authorized to exercise the duties,
respectively, ordinarily exercised by the president or vice president), (ii) a
secretary, (iii) a treasurer, and (iv) such other officers as may from time to
time be elected by the board of directors or appointed in accordance with the
provisions of Section 4.03 hereof. One person may hold more than one office.
Officers may be, but need not be, directors or stockholders of the corporation.

                  SECTION 4.02. Election and Term of Office. The officers of the
corporation, except those appointed by delegated authority pursuant to Section
4.03 hereof, shall be elected by the board of directors for such terms as may be
specified by the board, and each such officer shall hold such office until such
officer's successor shall have been elected and qualified, or until such
officer's earlier death, resignation or removal. Any officer may resign at any
time by giving written notice to the corporation. Such resignation shall take
effect at the date of receipt of such notice or at any later time specified
therein and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

                  SECTION 4.03. Subordinate Officers, Employees and Agents. The
board of directors may from time to time appoint such subordinate officers,
employees or other agents as it deems necessary, who shall hold such positions
for such terms and shall exercise such powers and perform such duties as are
provided in these Bylaws, or as the
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board of directors may from time to time determine. The board of directors may
delegate to any officer or committee of the board the power to appoint or remove
subordinate officers and to retain, appoint or remove employees or other agents,
or committees thereof, and to prescribe the authority and duties, not
inconsistent with these Bylaws, of such subordinate officers, committees,
employees or other agents.

                  SECTION 4.04. Chairman of the Board. The chairman or
co-chairman of the board shall preside at all meetings of the board of directors
and shall perform such other duties as may from time to time be assigned to him
or her by the board of directors.

                  SECTION 4.05. The President. The president, if one shall be
elected by the board of directors, shall have such authority and perform such
duties as usually appertain to that office in business corporations; preside at
meetings of the board of directors in the absence of the chairman or a
co-chairman of the board; and perform such other duties as may from time to time
be assigned to him or her by the board of directors.

                  SECTION 4.06. The Treasurer. The treasurer, or an assistant
treasurer, if one shall be elected by the board of directors or appointed by
delegated authority pursuant to Section 4.03 hereof, shall have or provide for
the custody of the funds and other property of the corporation and shall keep or
cause to be kept full and accurate accounts of receipts and disbursements in
books belonging to the corporation; collect and receive, or provide for the
collection and receipt of, moneys earned by or in any manner due to or received
by the corporation; deposit all funds in his or her custody as treasurer in such
banks or other places of deposit as the board of directors may from time to time
designate; whenever so required by the board of directors, render an account
showing his or her transactions as treasurer and the financial condition of the
corporation; and, in

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general, discharge such other duties as may from time to time be assigned to him
or her by the board of directors or the chairman or a co-chairman of the board.

                  SECTION 4.07. The Secretary. The secretary, or an assistant
secretary, shall attend all meetings of the stockholders and of the board of
directors and shall record the proceedings of the stockholders and of the
directors and of committees of the board in a book or books to be kept for that
purpose; see that notices are given and records and reports properly kept and
filed by the corporation as required by law; be the custodian of the seal of the
corporation and attest or cause to be attested documents on behalf of the
corporation under its seal; and, in general, perform all duties as may from time
to time be assigned to him or her by the board of directors or the chairman or a
co-chairman of the board.

                  SECTION 4.08. Other Officers. Officers other than those
elected by the board of directors pursuant to Section 4.01 shall have such
authority and duties, not inconsistent with these Bylaws, as may be provided by
resolution of the board of directors.

                  SECTION 4.09.  Salaries.  The salaries of the officers of the
corporation elected by the board of directors shall be fixed from time to time
by, or pursuant to authority delegated by, the board of directors.

                  SECTION 4.10. Voting of Stock. Unless otherwise ordered by the
board of directors, the chairman or a co-chairman of the board or the president
shall have full power and authority, on behalf of the corporation, to attend and
to act and vote, in person or by proxy, at any meeting of the stockholders of
any company in which the corporation may hold stock, and at any such meeting
shall possess and may exercise any and all of the rights and powers incident to
the ownership of such stock which, as the owner thereof, the corporation might
have possessed

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and exercised if present. The board of directors, by resolution adopted from
time to time, may confer like powers upon any other person or persons.

                                    ARTICLE V

                             Certificates for Stock

                  SECTION 5.01.  Issuance.  Each stockholder shall be entitled
to a certificate certifying the number of shares of stock of the corporation
owned by such stockholder upon his or her request therefor.

                  SECTION 5.02. Stock Certificates. Stock certificates of the
corporation shall be in such form as may be approved by the board of directors.
The stock record books and the blank stock certificate books shall be kept by
the secretary or by any agency designated by the board of directors for that
purpose.

                                   ARTICLE VI

                    Indemnification of Directors and Officers

                  SECTION 6.01. Indemnification of Authorized Representatives in
Third Party Proceedings. The corporation shall indemnify any person who was or
is an "authorized representative" of the corporation (which shall mean for
purposes of this Article a director or officer of the corporation) and who was
or is a party or is threatened to be made a party to any "third party
proceeding" (which shall include for purposes of this Article any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, other than an action by or in the right of the
corporation) by reason of the fact that such person was or is an authorized
representative of the corporation, against expenditures (which shall include for
purposes of this Article attorneys' fees), judgments, penalties, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such third party

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proceeding if such person acted in good faith and in a manner such person
reasonably believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal third party proceeding (including
any action or investigation which could or does lead to a criminal third party
proceeding), had no reasonable cause to believe such conduct was unlawful. The
termination of any third party proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent shall not of
itself create a presumption that the authorized representative (i) did not act
in good faith and in a manner which such person reasonably believed to be in, or
not opposed to, the best interests of the corporation or, (ii) with respect to
any criminal third party proceeding, had reasonable cause to believe that such
conduct was unlawful.

                  SECTION 6.02. Indemnification of Authorized Representatives in
Corporate Proceedings. The corporation shall indemnify any person who was or is
an authorized representative of the corporation and who was or is a party or is
threatened to be made a party to any "corporate proceeding" (which shall include
for purposes of this Article any threatened, pending or completed action or suit
by or in the right of the corporation to procure a judgment in its favor and any
investigative proceeding by the corporation) by reason of the fact that such
person was or is an authorized representative of the corporation, against
expenses actually and reasonably incurred by such person in connection with the
defense or settlement of such corporate action if such person acted in good
faith and in a manner reasonably believed to be in, or not opposed to, the best
interests of the corporation, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of such
person's duty to the corporation unless and only to the extent that the Court of
Chancery or the court in which such

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corporate proceeding was pending shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such authorized representative is fairly and reasonably entitled to indemnity
for such expenses which the Court of Chancery or such other court shall deem
proper.

                  SECTION 6.03. Mandatory Indemnification of Authorized
Representatives. To the extent that an authorized representative of the
corporation has been successful on the merits or otherwise in defense of any
third party or corporate proceeding or in defense of any claim, issue or matter
therein, such person shall be indemnified against expenses actually and
reasonably incurred by such person in connection therewith.

                  SECTION 6.04. Determination of Entitlement to Indemnification.
Any indemnification under Section 6.01, 6.02 or 6.03 hereof (unless ordered by a
court) shall be made by the corporation only as authorized in the specific case
upon a determination that indemnification of the authorized representative is
proper in the circumstances because such person has either met the applicable
standard of conduct set forth in Section 6.01 or 6.02 or has been successful on
the merits or otherwise as set forth in Section 6.03 and that the amount
requested has been actually and reasonably incurred. Such determination shall be
made: (1) by the board of directors by a majority vote of a quorum consisting of
directors who were not parties to such third party or corporate proceeding, or
(2) if such a quorum is a not obtainable or, even if obtainable, a majority vote
of such a quorum so directs, by independent legal counsel in a written opinion,
or (3) by the stockholders.

                  SECTION 6.05. Advancing Expenses. Expenses actually and
reasonably incurred in defending a third party or corporate proceeding shall be
paid on behalf of an

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authorized representative by the corporation in advance of the final disposition
of such third party or corporate proceeding and within 30 days of receipt by the
Secretary of (i) an application from such authorized representative setting
forth the basis for such application, and (ii) if required by law at the time
such application is made, an undertaking by or on behalf of the authorized
representative to repay such amount if it shall ultimately be determined that
such person is not entitled to be indemnified by the corporation under this
Article. The financial ability of such authorized representative to make such
repayment shall not be a prerequisite to the making of an advance.

                  SECTION 6.06. Scope of Article. The indemnification and
advancement of expenses provided by or granted pursuant to this Article shall
(i) not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any statute,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in an official capacity and as to action in another capacity while
holding such office, (ii) unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be an authorized representative and
(iii) inure to the benefit of the heirs, executors and administrators of such a
person.

                  SECTION 6.07. Reliance on Provisions. Each person who shall
act as an authorized representative of the corporation shall be deemed to be
doing so in reliance upon the rights of indemnification and advancement of
expenses provided by this Article.

                  SECTION 6.08. Insurance. The corporation may purchase and
maintain insurance on behalf of any person who is or was an authorized
representative against any liability asserted against such person and incurred
by such person in any such capacity, or arising out of such person's status as
such, whether or not the corporation would have the

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power to indemnify such person against such liability under the provisions of
this Article or otherwise.

                                   ARTICLE VII

                               General Provisions

                  SECTION 7.01. Contracts. The board of directors may, by
resolution, authorize any officer or officers, including the chairman or any
co-chairman of the board, or any agent or agents to enter into any contract or
to execute or deliver any instrument on behalf of the corporation and such
authority may be general or confined to specific instances. Any officer so
authorized may, unless the authorizing resolution otherwise provides, delegate
such authority to one or more subordinate officers, employees or agents, and
such delegation may provide for further delegation.

                  SECTION 7.02. Checks, Notes, etc. All checks, notes and
evidences of indebtedness of the corporation shall be signed by such person or
persons as the board of directors may from time to time designate.

                  SECTION 7.03. Corporate Seal. The corporate seal shall have
inscribed thereon the name of the corporation, the year of its organization and
the words "Corporate Seal, Delaware". The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any other manner reproduced.

                  SECTION 7.04.  Fiscal Year.  The fiscal year of the
corporation shall begin on the first day of January of each year and shall end
on the last day of December of each year.

                  SECTION 7.05. Amendment of Bylaws. To the extent permissible
under Delaware law and the articles of incorporation of the corporation, these
Bylaws may be altered, amended or repealed, or new Bylaws may be adopted by (a)
the board of directors

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at any meeting by majority vote of the directors in office or (b) the majority
vote of the stockholders entitled to vote at an annual or special meeting.

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