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                                                                   EXHIBIT 10.36

                                 AMENDMENT NO. 2

                          TO INTERCONNECTION AGREEMENT
                                 BY AND BETWEEN
                       SOUTHWESTERN BELL TELEPHONE COMPANY
                                       AND
                       BIRCH TELECOM OF TEXAS LTD., L.L.P.

         The Interconnection Agreement ("the Agreement") by and between
Southwestern Bell Telephone Company ("SWBT") and Birch Telecom of Texas Ltd.,
L.L.P. ("CLEC") is hereby amended as follows:

         (1)      Appendix Pricing - UNE is amended to add Exhibit 1, on an
                  interim basis, subject to true-up, pending the outcome of
                  Texas PUC Docket No. 21622, as more specifically described on
                  Exhibit 1.

         (2)      This Amendment shall not modify or extend the Effective Date
                  or Term of the underlying Agreement, but rather, shall be
                  coterminous with such Agreement.

         (3)      EXCEPT AS MODIFIED HEREIN, ALL OTHER TERMS AND CONDITIONS OF
                  THE UNDERLYING AGREEMENT SHALL REMAIN UNCHANGED AND IN FULL
                  FORCE AND EFFECT, and such terms are hereby incorporated by
                  reference and the Parties hereby reaffirm the terms and
                  provisions thereof.

         (4)      This Amendment shall be filed with and is subject to approval
                  by the Texas Public Utilities Commission (TPUC) and shall
                  become effective ten (10) days following approval by such
                  TPUC.

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         IN WITNESS WHEREOF, this Amendment to the Agreement was exchanged in
triplicate on this 27th day of March, 2000, by SWBT, signing by and through its
duly authorized representative, and CLEC, signing by and through its duly
authorized representative.

*BIRCH TELECOM OF TEXAS LTD., L.L.P.        *SOUTHWESTERN BELL TELEPHONE
                                              COMPANY



By:  /s/ Gregory C. Lawhon                  By:  /s/ Larry B. Cooper
     -------------------------------             -------------------------------
Title:  Senior Vice President               Title:  President - Industry Markets


Name: Gregory C. Lawhon                     Name: Larry B. Cooper
         (Print or Type)                            (Print or Type)

*On January 25, 1999, the United States Supreme Court issued its opinion in AT&T
CORP. V. IOWA UTILITIES BOARD, 119 S. Ct. 721 (1999) and on June 1, 1999, the
United States Supreme Court issued its opinion in AMERITECH V. FCC, No. 98-1381,
1999 WL 116994, 1999 Lexis 3671 (June 1, 1999). In addition, on November 5,
1999, the FCC issued its Third Report and Order and Fourth Further Notice of
Proposed Rulemaking in CC Docket No. 96-96 (FCC 99-238), including the FCC's
Supplemental Order issued IN THE MATTER OF THE LOCAL COMPETITION PROVISIONS OF
THE TELECOMMUNICATIONS ACT OF 1996, in CC Docket No. 96-98 (FCC 99-370) (rel.
November 24, 1999), portions of which become effective thirty (30) days
following publication of such Order in the Federal Register (February 17, 2000)
and other portions of which become effective 120 days following publication of
such Order in the Federal Register (May 17, 2000). By executing this amendment,
SWBT does not waive any of its rights, remedies or arguments with respect to
such decisions and any remands thereof, including its right to seek legal review
or a stay of such decisions, or its rights under Section 3.0 of the
Interconnection Agreement between Birch Telecom of Texas Ltd., L.L.P. and
Southwestern Bell Telephone Company.