<PAGE>
Exhibit 3.2
                                AIRGATE PCS, INC.
                           AMENDED AND RESTATED BYLAWS


                                    ARTICLE I
                                  STOCKHOLDERS

Section 1.1       Annual Meeting.
                  --------------

     An annual meeting of the stockholders of the Corporation  shall be held for
the election of Directors and for any other business as may properly come before
the meeting, on such date and at such time as may be designated by resolution of
the Board of Directors (the "Board").

Section 1.2       Special Meetings.
                  ----------------

     Except as otherwise  required by law,  special  meetings of stockholders of
the  Corporation  may be called only by (i) the Board  pursuant to a  resolution
adopted by a majority of the total  number of  Directors  which the  Corporation
would  have if there  were no  vacancies  on the Board  (hereinafter  the "Whole
Board"), (ii) the Chairman of the Board, or (iii) the Chief Executive Officer.

Section 1.3       Place of Meeting.
                  ----------------

     The Board, the Chairman of the Board or the Chief Executive Officer, as the
case may be, may  designate  the place of meeting for any annual  meeting or for
any special  meeting of the  stockholders.  If no such  designation is made, the
place of meeting shall be the principal office of the Corporation.

Section 1.4       Notice of Meetings.
                  ------------------

     Notice of the place,  date,  and hour of all meetings of the  stockholders,
and, in the case of a special  meeting,  the  purpose or purposes  for which the
meeting is called,  shall be delivered by the Corporation not less than ten (10)
nor more than sixty (60) days before the date on which the meeting is to be held
to each  stockholder  of  record  entitled  to vote at such  meeting,  except as
otherwise  provided herein,  the Certificate of Incorporation,  or required from
time to time by the  General  Corporation  Law of the  State  of  Delaware  (the
"DGCL").  If mailed,  such notice shall be deemed to be delivered when deposited
in the  United  States  mail with  postage  thereon  prepaid,  addressed  to the
stockholder  at such person's  address as it appears on the stock transfer books
of the Corporation.  Any previously scheduled meeting of the stockholders may be
postponed,  and any special  meeting of the  stockholders  may be  canceled,  by
resolution  of the Board,  the  Chairman  of the Board,  or the Chief  Executive
Officer,  as the  case  may be,  upon  public  notice  given  prior  to the date
previously scheduled for such meeting of stockholders.

Section 1.5       Adjournment.
                  -----------

     Any meeting of the stockholders,  annual or special,  may adjourn from time
to  time to  reconvene  at the  same or some  other  place.  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 (30) 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 as provided in Section 1.4. At any adjourned meeting, any
business  may be  transacted  which might have been  transacted  at the original
meeting.

Section 1.6       Quorum.
                  ------

     At any meeting of the stockholders, the holders of a majority of the voting
power of all outstanding shares of the Corporation entitled to vote generally in
the election of  Directors,  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 DGCL or the Certificate of Incorporation.

     If a quorum shall fail to attend any  meeting,  the chairman of the meeting
may adjourn the meeting to another place,  date, or time in the manner  provided
in Section 1.5 of these Bylaws.

Section 1.7       Conduct of Meeting.
                  ------------------

     The  Board  may  designate  a  person  or,  in the  absence  of such  Board
designation,  the Chief Executive  Officer,  to 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 the person as the
Chief Executive Officer appoints.

     The chairman of any meeting of  stockholders  shall  determine the order of
business and the  procedures at the meeting,  including  such  regulation of the
manner of voting and the conduct of  discussion  as seem to him or her in order.
The date and time of the  opening  and closing of the polls for each matter upon
which  the  stockholders  will vote at the  meeting  shall be  announced  at the
meeting by the chairman.

Section 1.8       Notice of Stockholder Business and Nominations.
                  ----------------------------------------------

(A)      Annual Meetings of Stockholders.
         -------------------------------

     (1)  Nominations  of persons for  election to the Board of the  Corporation
          and the proposal of business to be considered by the  stockholders may
          be made at any annual  meeting of  stockholders  (i)  pursuant  to the
          Corporation's notice of meeting pursuant to Section 1.4 of the Bylaws,
          (ii) by or at the  direction of the Board or (iii) by any  stockholder
          of the  Corporation  who was a  stockholder  of  record at the time of
          giving notice provided for in Section  1.8(A)(2) of these Bylaws,  who
          is entitled to vote at the time of the meeting and who  complies  with
          the notice procedures set forth in Section 1.8(A)(2).

     (2)  For  nominations  or other  business to be properly  brought before an
          annual  meeting by a stockholder  pursuant to Section  1.8(A)(1),  the
          business must relate to a proper subject matter for stockholder action
          and the  stockholder  must have given timely notice thereof in writing
          to the Secretary of the  Corporation.  To be timely,  a  stockholder's
          notice  must  be  delivered  and  received  by  the  Secretary  of the
          Corporation at the principal  executive offices of the Corporation not
          later than the close of business on the 90th day nor earlier  than the
          close of business on the 120th day prior to the first  anniversary  of
          the preceding year's annual meeting;  provided,  however,  that in the
          event that the date of the annual  meeting  is more than  thirty  (30)
          days  before or more than  seventy  (70) days after  such  anniversary
          date,  notice by the  stockholder to be timely must be so delivered no
          earlier  than the  close of  business  on the  120th day prior to such
          annual  meeting  and not later than the close of business on the later
          of the 90th day prior to such annual meeting or the 10th day following
          the day on which  public  announcement  of the date of such meeting is
          first  made  by  the  Corporation.   In  no  event  shall  the  public
          announcement  of an adjournment or  postponement  of an annual meeting
          commence a new time period (or extend any time  period) for the giving
          of a stockholder's notice as described above.

          A  stockholder's  notice to the  Secretary  shall set forth as to each
          matter such  stockholder  proposes to bring before the annual meeting:
          (i) as to each person whom such  stockholder  proposes to nominate for
          election or re-election  as a Director,  all  information  relating to
          such  person  that is required to be  disclosed  in  solicitations  of
          proxies for election of Directors,  or is otherwise required,  in each
          case pursuant to Regulation 14A under the  Securities  Exchange Act of
          1934, as amended (the "Exchange Act") (including such person's written
          consent  to being  named in the proxy  statement  as a nominee  and to
          serving as a Director if elected);  (ii) as to any other business that
          the  stockholder  proposes  to  bring  before  the  meeting,  a  brief
          description  of the business  desired to be brought  before the annual
          meeting,  the text of the proposal or business  (including the text of
          any resolutions  proposed for consideration and in the event that such
          business  includes a proposal to amend the Bylaws of the  Corporation,
          the language of the proposed  amendment),  the reasons for  conducting
          such business at the annual meeting and any material  interest in such
          business of such  stockholder  and the  beneficial  owner,  if any, on
          whose the behalf the  nomination or proposal is made;  and (iii) as to
          the stockholder giving the notice and the beneficial owner, if any, on
          whose  behalf  the  nomination  or  proposal  is made (w) the name and
          address  of such  stockholder,  as they  appear  on the  Corporation's
          books,  and of such  beneficial  owner,  (x) the class  and  number of
          shares  of  capital   stock  of  the   Corporation   which  are  owned
          beneficially  and of record by such  stockholder  and such  beneficial
          owner, (y) a representation that the stockholder is a holder of record
          of stock  of the  Corporation  entitled  to vote at such  meeting  and
          intends to appear in person or by proxy at the meeting to propose such
          business  or  nomination,   and  (z)  a  representation   whether  the
          stockholder or the beneficial  owner, if any,  intends or is part of a
          group which  intends (I) to deliver a proxy  statement  and/or form of
          proxy to  holders  of at least  the  percentage  of the  Corporation's
          outstanding capital stock required to approve or adopt the proposal or
          elect the  nominee  and/or  (II)  otherwise  to solicit  proxies  from
          stockholders in support of such proposal or nomination.  The foregoing
          notice  requirements shall be deemed satisfied by a stockholder if the
          stockholder  has notified the  Corporation  of his or her intention to
          present a proposal at an annual meeting in compliance  with Rule 14a-8
          (or any successor thereof) promulgated under the Exchange Act and such
          stockholder's proposal has been included in a proxy statement that has
          been prepared by the  Corporation  to solicit  proxies for such annual
          meeting.  The Corporation may require any proposed  nominee to furnish
          such other  information as it may reasonably  require to determine the
          eligibility  of such  proposed  nominee to serve as a Director  of the
          Corporation.

(B)      Special  Meetings  of  Stockholders.

          Only  such  business  shall  be  conducted  at a  special  meeting  of
     ----------------------------------- stockholders as shall have been brought
     before the meeting as provided in Section 1.2 of these  Bylaws and pursuant
     to the  Corporation's  notice of meeting under Section 1.4 of these Bylaws.
     Nominations  of persons for  election to the Board may be made at a special
     meeting of stockholders  at which  Directors are to be elected  pursuant to
     the  Corporation's  notice of  meeting  (i) by or at the  direction  of the
     Board,  or (ii) provided that the Board has determined that Directors shall
     be elected at such meeting,  by any stockholder of the Corporation who is a
     stockholder of record at the time of giving of notice  provided for in this
     Section  1.8(B),  who  shall be  entitled  to vote at the  meeting  and who
     complies with the notice  procedures set forth in this Section  1.8(B).  In
     the event the Corporation  calls a special meeting of stockholders  for the
     purpose of electing one or more Directors to the Board, any stockholder may
     nominate a person or persons  (as the case may be),  for  election  to such
     position(s)  as specified in the  Corporation's  notice of meeting,  if the
     stockholder's  notice  required by Section  1.8(A)(2) shall be delivered to
     the Secretary at the principal  executive  offices of the  Corporation  not
     earlier  than the close of business on the 120th day prior to such  special
     meeting  and not later than the close of  business on the later of the 90th
     day prior to such  special  meeting  or the 10th day  following  the day on
     which public  announcement is first made of the date of the special meeting
     and of the nominees proposed by the Board to be elected at such meeting. In
     no event shall the public announcement of an adjournment or postponement of
     a special  meeting  commence a new time period (or extend any time  period)
     for the giving of a stockholder's notice as described above.

(C)      General.
         -------

     (1)  Notwithstanding  anything in these Bylaws to the  contrary,  only such
          persons who are nominated in accordance  with the procedures set forth
          in this  Section 1.8 or Section 2.2 of these  Bylaws shall be eligible
          to serve as Directors and only such business  shall be brought  before
          or conducted at an annual meeting in accordance with the provisions of
          this  Section  1.8.  The Officer of the  Corporation  or other  person
          presiding  over the annual  meeting  shall have the power to determine
          and declare to the meeting  that  business  was not  properly  brought
          before the meeting in accordance  with the  provisions of this Section
          1.8 (including whether the stockholder or beneficial owner, if any, on
          whose behalf the  nomination or proposal is made solicited (or is part
          of a group which solicited) or did not so solicit, as the case may be,
          proxies in  support  of such  stockholder's  nominee  or  proposal  in
          compliance  with such  stockholder's  representation  as  required  by
          Section 1.8 (A)(2)) and, if he/she should so  determine,  he/she shall
          so declare to the meeting and any such  business so  determined  to be
          not properly brought before the meeting shall not be transacted.

     (2)  For  purposes of this Section 1.8,  "public  announcement"  shall mean
          disclosure in a press release  reported by the Dow Jones News Service,
          Associated Press or comparable  national news service or in a document
          publicly  filed by the  Corporation  with the  Securities and Exchange
          Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

Section 1.9       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 (or in such
manner  prescribed by DGCL) filed in accordance  with the procedure  established
for the meeting. Any facsimile  telecommunication or other reliable reproduction
of the  writing  or  transmission  created  pursuant  to this  paragraph  may be
substituted or used in lieu of the original  writing or transmission for any and
all  purposes  for which the  original  writing or  transmission  could be used,
provided that such copy, facsimile telecommunication or other reproduction shall
be a complete reproduction of the entire original writing or transmission.


<PAGE>

     The  Board  by  resolution  shall  appoint  one or more  inspectors,  which
inspector or inspectors  may include  individuals  who serve the  Corporation in
other capacities including, without limitation, as Officers, employees, agent or
representatives,  to act at the meeting and make a written report  thereof.  The
Corporation may designate one or more persons as alternate inspectors to replace
any inspector who fails to act. If no inspector or alternate is able to act at a
meeting of  stockholders,  the person presiding at the meeting shall appoint one
or more inspectors to act at the meeting.  Each inspector,  before the discharge
of his duties,  shall take and sign an oath  faithfully to execute the duties of
inspector with strict  impartiality  and according to the best of his ability as
required by DGCL.

     All elections of Directors  shall be determined by a plurality of the votes
cast, and except as otherwise  required by law, the rules and regulations of any
stock  exchange   applicable  to  the   Corporation,   or  the   Certificate  of
Incorporation  or these  Bylaws,  all other  matters  shall be  determined  by a
majority of the voting power  present in person or  represented  by proxy at the
meeting and entitled to vote on the subject matter.

Section 1.10      Stock List.
                  ----------

     The Secretary  shall prepare and make, or cause to be prepared and made, at
least ten (10) days before every meeting of stockholders, a complete list of the
stockholders  entitled to vote at the meeting,  arranged in alphabetical  order,
and showing the address of each stockholder and the number of shares  registered
in the name of each  stockholder.  Such list shall be open to the examination of
any  stockholder,  for any  purpose  germane  to the  meeting,  as  required  by
applicable law.  Except as otherwise  provided by law, the stock ledger shall be
the only evidence as to who are the  stockholders  entitled to examine the stock
ledger, the list of stockholders or the books of the Corporation,  or to vote in
person or by proxy at any meeting of stockholders.

Section 1.11      Consent of Stockholders in Lieu of Meeting.
                  ------------------------------------------

     Any action  required or  permitted to be taken by the  stockholders  of the
Corporation  must be effected at an annual or special meeting of stockholders of
the  Corporation  and may not be  effected  by any  consent  in  writing by such
stockholders.

ARTICLE II

                               BOARD OF DIRECTORS

Section 2.1       General Powers, Number and Term of Office.
                  -----------------------------------------

     The business and affairs of the Corporation shall be under the direction of
its Board. In addition to the powers and  authorities by these Bylaws  expressly
conferred upon them,  the Board may exercise all such powers of the  Corporation
and  do all  such  lawful  acts  and  things  as are  not by  statute  or by the
Certificate of Incorporation or by these Bylaws required to be exercised or done
by the stockholders.

     The number of  Directors  who shall  constitute  the Whole  Board  shall be
established  by  resolution  of the  Board.  The Board  shall  annually  elect a
Chairman of the Board from among its members who shall, when present, preside at
its meetings.

     The  Directors,  other than those who may be elected by the  holders of any
class or series of Preferred Stock, shall be divided,  as nearly equal in number
as possible, with respect to the time for which they severally hold office, into
three classes.  At the annual meeting of  stockholders  in 1999 Directors of the
first  class  shall be elected to hold  office for a term  expiring  at the next
succeeding  annual  meeting,  Directors  of the second class shall be elected to
hold office for a term expiring at the second  succeeding  annual  meeting,  and
Directors of the third class shall be elected to hold office for a term expiring
at the third  succeeding  annual meeting.  Each Director shall hold office until
the earlier of his or her death, resignation,  removal, or the date on which his
or her  successor  shall have been duly  elected and  qualified.  At each annual
meeting of  stockholders,  Directors  elected to succeed those  Directors  whose
terms then  expire  shall be elected for a term of office to expire at the third
succeeding annual meeting of stockholders after their election.

Section 2.2       Vacancies and Newly Created Directorships.
                  -----------------------------------------

     Unless  otherwise  provided  in the  Certificate  of  Incorporation,  newly
created  directorships  resulting from any increase in the authorized  number of
Directors  or any  vacancies  in the Board  resulting  from death,  resignation,
retirement,  disqualification,  removal from office or other cause may be filled
only by the  affirmative  vote of a majority of the remaining  Directors then in
office,  though less than a quorum of the Board.  Any  Director so chosen  shall
hold office for the  unexpired  term of the  Director  creating  such vacancy or
until the earlier of his or her death,  resignation,  removal or the date his or
her successor is elected and qualified.  No decrease in the number of authorized
Directors  constituting  the  Board  shall  shorten  the  term of any  incumbent
Director.

Section 2.3       Regular Meetings.
                  ----------------

     Regular  meetings  of the Board  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 and publicized  among all Directors.  A notice of each regular meeting
shall not be required.

Section 2.4       Special Meetings.
                  ----------------

     Special  meetings  of the Board may be  called  by  one-third  (1/3) of the
Directors  then in office  (rounded  up to the  nearest  whole  number),  by the
Chairman of the Board or the Chief  Executive  Officer and shall be held at such
place,  on such date, and at such time as they, or he or she, shall fix.  Unless
otherwise  indicated  in  the  notice  thereof,  any  and  all  business  may be
transacted at a special meeting.

Section 2.5      Notice.
                 ------

<PAGE>

     Notice of any special  meeting of Directors shall be given to each Director
at such person's business or residence in writing or by telephone,  facsimile or
other form of electronic  communication.  If mailed, such notice shall be deemed
delivered  when  deposited  in the United  States  mails so  addressed,  postage
prepaid, at least five days before such meeting. If by telephone or by facsimile
transmission  or other form of  electronic  communication,  such notice shall be
transmitted at least twenty-four hours before such meeting. Neither the business
to be transacted  at, nor the purpose of, any regular or special  meeting of the
Board need be specified in the notice of such meeting,  except for amendments to
these Bylaws as provided  under Article VIII of these  Bylaws.  A meeting may be
held  at  any  time  without  notice  if  all  the  Directors  are  present  and
participating  or if those not present waive notice of the meeting either before
or after such meeting.

Section 2.6       Quorum.
                  ------

     At any meeting of the Board, a majority of the Whole Board 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.  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,   except  as  otherwise  provided  herein,  in  the  Certificate  of
Incorporation or required by law.

Section 2.7       Participation in Meetings By Conference Telephone.
                  -------------------------------------------------

     Members of the Board,  or of any committee  thereof,  may  participate in a
meeting of such Board or  committee  by means of  conference  telephone or other
communications  equipment  by means of which all  persons  participating  in the
meeting can hear each other and such participation  shall constitute presence in
person at such meeting.

Section 2.8       Conduct of Business; Action by Consent.
                  --------------------------------------

     At any meeting of the Board, business shall be transacted in such order and
manner as the Board may from time to time determine.  Action may be taken by the
Board  without a meeting if all members  thereof  consent  thereto in accordance
with DGCL.

Section 2.9       Removal.
                  -------

     Subject to the  rights of any class or series of stock  having the right to
elect Directors under specified circumstances,  any Director may be removed from
office only as provided in the Certificate of Incorporation.

Section 2.10      Compensation of Directors.
                  -------------------------

     Directors, as such, may receive, pursuant to resolution of the Board, fixed
fees and other compensation for their services as Directors,  including, without
limitation, their services as members of committees of the Board.

ARTICLE III

                                   COMMITTEES

Section 3.1       Committees of the Board.
                  -----------------------

     The Board may establish one or more  committees,  each committee to consist
of one or more Directors of the Corporation. 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 member of the  committee,  the member or members  thereof
present at any meeting and not  disqualified  from voting,  whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board to
act at the meeting in place of any such absent or disqualified  member. Any such
committee,  to the extent  permitted  by DGCL and to the extent  provided in the
committee's  charter or a resolution  of the Board,  shall have and may exercise
all the powers and authority of the Board in the  management of the business and
affairs of the Corporation.  Nothing herein shall be deemed to prevent the Board
from appointing one or more committees consisting in whole or in part of persons
who  are not  Directors  of the  Corporation;  provided,  however,  that no such
committee shall have or may exercise any authority of the Board.

Section 3.2       Conduct of Business.
                  -------------------

     Each  committee  may  determine  the  procedural   rules  for  meeting  and
conducting  its  business  and  shall  act in  accordance  therewith,  except as
otherwise  provided in the  Certificate of  Incorporation,  in these Bylaws,  or
required by DGCL.

     A majority of the members  shall  constitute a quorum  unless the committee
shall consist of one (1) or two (2) members, in which event one (1) 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 accordance with DGCL.

Section 3.3       Notice.
                  ------

     A notice of regular  meetings shall not be required.  Notice of any special
meeting of a committee  shall be given to each member of the  committee  at such
person's  business or residence in writing or by  telephone,  facsimile or other
form of  electronic  communication.  If  mailed,  such  notice  shall be  deemed
delivered  when  deposited  in the United  States  mails so  addressed,  postage
prepaid, at least five days before such meeting. If by telephone or by facsimile
transmission  or other form of  electronic  communication,  such notice shall be
transmitted at least twenty-four hours before such meeting. Neither the business
to be  transacted  at, nor the purpose  of, any regular or special  meeting of a
committee need be specified in the notice of such meeting. A meeting may be held
at any time without notice if all the members are present and  participating  or
if those not present  waive  notice of the meeting  either  before or after such
meeting.

ARTICLE IV

                                    OFFICERS

Section 4.1       Generally.
                  ---------

(a)  The Officers of the  Corporation  shall be a Chairman of the Board, a Chief
     Executive  Officer, a President,  one or more Vice Presidents,  a Secretary
     and a Chief  Financial  Officer.  The Board may also elect one or more Vice
     Chairmen of the Board,  a Treasurer,  a Controller,  one or more  Assistant
     Secretaries,  Assistant  Treasurers  and such  Officers  as it  shall  deem
     necessary.  The  Chairman  of the  Board  shall be  chosen  from  among the
     Directors. Any number of offices may be held by the same person.

(b)  At least  annually,  the Board shall elect the Officers of the  Corporation
     and at any time thereafter the Board may elect  additional  Officers of the
     Corporation.  Each Officer shall hold office until the Officer's  successor
     is duly  elected  and  qualified  or until  the  Officer's  earlier  death,
     resignation or termination of employment;  provided that any Officer may be
     removed from office at any time by the affirmative vote of the Whole Board.
     Any  vacancy   occurring  in  any  office  of  the  Corporation  by  death,
     resignation, removal or otherwise may be filled by the Board.

(c)  All  Officers  chosen by the Board  shall  have such  powers  and duties as
     generally pertain to their respective  offices,  except as provided in this
     Article IV or in any resolution of the Board. Such Officers shall also have
     such powers and duties as from time to time may be  conferred  by the Board
     or by any committee thereof.

Section 4.2       Chairman of the Board.
                  ---------------------

     The Chairman of the Board shall,  subject to the provisions of these Bylaws
and to the  direction  of the  Board,  unless the Board has  designated  another
person,  when  present,  preside  at all  meetings  of the  stockholders  of the
Corporation.  The  Chairman of the Board  shall  perform all duties and have all
powers  which are  commonly  incident  to the office of Chairman of the Board or
which are delegated to him or her by the Board.

Section 4.3       Chief Executive Officer.
                  -----------------------

     The Chief  Executive  Officer (the "Chief  Executive  Officer")  shall have
general  and  active   management  and   supervision  of  the  business  of  the
Corporation.  The  Chief  Executive  Officer  shall  see  that  all  orders  and
resolutions of the Board are carried into effect.  The Chief Executive  Officer,
if a member of the Board,  shall,  in the absence of the  Chairman of the Board,
preside  at all  meetings  of the  stockholders  and of  the  Board.  The  Chief
Executive Officer shall also perform such other duties as may be assigned to the
Chief Executive Officer by these Bylaws or the Board. He or she shall have power
to  sign  all  stock  certificates,  contracts  and  other  instruments  of  the
Corporation which are authorized.

Section 4.4       President.
                  ---------

     The President shall perform such duties as may be assigned to the President
by these Bylaws, the Board or the Chief Executive Officer.

Section 4.5       Vice Chairman.
                  -------------

     The Vice Chairman of the Board shall perform such duties as may be assigned
to him or her by these Bylaws, the Board or the Chairman.

Section 4.6       Chief Financial Officer.
                  -----------------------

     The Chief Financial Officer shall act in an executive  financial  capacity.
The Chief Financial Officer shall assist the Chairman of the Board and the Chief
Executive  Officer in the general  supervision  of the  Corporation's  financial
policies and  affairs.  The Chief  Financial  Officer  shall  perform such other
duties as may be assigned to him or her by these Bylaws,  the Board or the Chief
Executive Officer.

Section 4.7       Vice President.
                  --------------

     The Vice President or Vice Presidents shall perform the duties and exercise
the powers usually incident to their respective offices and/or such other duties
and powers as may be properly assigned to them by the Board, the Chairman of the
Board,  the Chief Executive  Officer or the President.  A Vice President or Vice
Presidents  may be  designated  as  Executive  Vice  President  or  Senior  Vice
President.

Section 4.8       Secretary.
                  ---------

     The Secretary or Assistant Secretary shall issue notices of meetings,
shall keep their minutes, shall have charge of the seal and the corporate books,
shall perform such other duties and exercise such other powers as are usually
incident to such office and/or such other duties and powers as are properly
assigned thereto by the Board, the Chairman of the Board or the President.
Subject to the direction of the Board, the Secretary shall have the power to
sign all stock certificates.

Section 4.9       Assistant Secretaries and Other Officers.
                  ----------------------------------------

     The Board may  appoint  one or more  Assistant  Secretaries  and such other
Officers  who  shall  have such  powers  and shall  perform  such  duties as are
provided in these  Bylaws or as may be  assigned to them by the Chief  Executive
Officer, the President or the Secretary.  Subject to the direction of the Board,
an Assistant Secretary shall have the power to sign all stock certificates.


<PAGE>

Section 4.10     Treasurer.
                 ---------

     The  Treasurer  shall have the custody of the funds and  securities  of the
Corporation  and  shall  deposit  them  in the  name  and to the  credit  of the
Corporation  in such  depositories  as may be  designated by the Board or by any
Officer or Officers  authorized  by the Board to  designate  such  depositories;
disburse funds of the Corporation when properly  authorized by vouchers prepared
and  approved  by the  Controller;  and  invest  funds of the  Corporation  when
authorized by the Board or a committee  thereof.  The Treasurer  shall render to
the Board, the Chief Executive Officer or the Chief Financial Officer,  whenever
requested,  an account of all  transactions  as Treasurer and shall also perform
such other duties as may be assigned to the Treasurer by these Bylaws, the Chief
Executive  Officer or the Chief Financial  Officer.  Subject to the direction of
the Board, the Treasurer shall have the power to sign all stock certificates.

Section 4.11      Controller.
                  ----------

     The  Controller  shall  serve as the  principal  accounting  Officer of the
Corporation   and  shall  keep  full  and  accurate   account  of  receipts  and
disbursements  in books of the  Corporation  and render to the Board,  the Chief
Executive Officer or the Chief Financial Officer, whenever requested, an account
of  all  transactions  as  Controller  and  of the  financial  condition  of the
Corporation.  The  Controller  shall also  perform  such other  duties as may be
assigned to the  Controller  by these  Bylaws,  the Board,  the Chief  Executive
Officer or the Chief Financial Officer.

Section 4.12      Other Officers.
                  --------------

     The Board may appoint such other Officers as it shall deem  necessary,  who
shall hold their  offices for such terms and shall  exercise such power as shall
be determined from time to time by the Board.

Section 4.13      Action with Respect to Securities of Other Corporations.
                  -------------------------------------------------------

     Unless otherwise  directed by the Board, the Chief Executive Officer or any
Officer of the Corporation  authorized by the Chief Executive Officer 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.

Section 4.14      Personal  Liability.
                  -------------------

     An  Officer  of the  Corporation  shall  not be  personally  liable  to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as an Officer,  except for  liability  (i) for any breach of the  Officer's
duty of  loyalty  to the  Corporation  or its  stockholders,  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, or (iii) for any transaction from which the Officer derived an
improper personal benefit.  If the DGCL is amended to authorize corporate action
further  eliminating  or limiting the personal  liability of Officers,  then the
liability of an Officer of the Corporation shall be eliminated or limited to the
fullest extent permitted by the DGCL, as so amended.

     Any repeal or modification of the foregoing  paragraph by the  stockholders
or Board of the Corporation  shall not adversely  affect any right or protection
of the  Officer  of the  Corporation  existing  at the  time of such  repeal  or
modification.

ARTICLE V

                                      STOCK

Section 5.1       Certificates of Stock.
                  ---------------------

     Each  stockholder  shall be entitled to a certificate  signed by, or in the
name of the  Corporation  by, the Chairman of the Board or the  President and by
the  Secretary,  or an Assistant  Secretary,  or any  Treasurer,  certifying the
number  of  shares  owned  by him or her.  Any or all of the  signatures  on the
certificate  may be by  facsimile.  The  Board  may in  its  discretion  appoint
responsible banks or trust companies from time to time to act as transfer agents
and  registrars of the stock of the  Corporation,  and,  when such  appointments
shall have been made, no stock certificate shall be valid until countersigned by
one of such transfer  agents and registered by one of such  registrars.  In case
any  Officer,  transfer  agent or  registrar  who has signed or whose  facsimile
signature  has been  placed  upon a  certificate  shall  have  ceased to be such
Officer,  transfer agent or registrar before such certificate is issued,  it may
be  issued  by the  Corporation  with the same  effect as if he or she were such
Officer, transfer agent or registrar at the date of issue.

Section 5.2       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  5.4 of these  Bylaws,  an
outstanding  certificate  for the number of shares involved shall be surrendered
for cancellation before a new certificate is issued therefor.

Section 5.3       Record Date.
                  -----------

     In order that the  Corporation may determine the  stockholders  entitled to
notice of or to vote at any meeting of  stockholders,  or to receive  payment of
any dividend or other distribution or allotment of any rights or to exercise any
rights in respect of any  change,  conversion  or  exchange  of stock or for the
purpose  of any other  lawful  action,  the Board may fix a record  date,  which
record date shall not precede the date on which the resolution fixing the record
date is adopted and which record date shall not be more than sixty (60) nor less
than ten (10) days before the date of any meeting of stockholders, nor more than
sixty  (60)  days  prior  to the  time for such  other  action  as  hereinbefore
described;  provided, however, that if no record date is fixed by the Board, the
record date for determining  stockholders  entitled to notice of or to vote at a
meeting  of  stockholders  shall  be at the  close of  business  on the day next
preceding  the day on which  notice is given and, for  determining  stockholders
entitled to receive  payment of any dividend or other  distribution or allotment
or rights or to exercise any rights of change,  conversion  or exchange of stock
or for any other  purpose,  the record date shall be at the close of business on
the day on which the Board adopts a resolution relating thereto.

     A determination  of stockholders of record entitled to notice of or to vote
at a meeting of  stockholders  shall apply to any  adjournment  of the  meeting;
provided,  however,  that the Board may fix a new record date for the  adjourned
meeting.

Section 5.4       Lost, Stolen or Destroyed Certificates.
                  --------------------------------------

     The  Corporation  may issue a new certificate of stock alleged to have been
lost,  stolen or  destroyed,  and the  Corporation  may require the owner of the
lost, stolen or destroyed  certificate to give the Corporation a bond sufficient
to  indemnify it against any claim that may be made against it on account of the
alleged loss,  theft or destruction  of any such  certificate or the issuance of
such new certificate.

ARTICLE VI

                                     NOTICES

Section 6.1       Notices.
                  -------

     Except as otherwise  specifically  provided  herein or required by law, all
notices required to be given to any stockholder,  Director, Officer, employee or
agent  may in  every  instance  be  effectively  given by hand  delivery  to the
recipient  thereof  or  mailed.  Any  such  notice  shall be  addressed  to such
stockholder,  Director,  Officer,  employee  or agent  at his or her last  known
address as the same appears on the books of the Corporation. Notice to Directors
may be given by telecopier, telephone or other means of electronic transmission.

Section 6.2       Waivers.
                  -------

     A waiver of any notice, given by a stockholder, Director, Officer, employee
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, employee or agent. Attendance of a person at a
meeting  shall  constitute a waiver of notice of such  meeting,  except when the
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 is not
lawfully called or convened. Neither the business nor the purpose of any meeting
need be specified in such a waiver.


<PAGE>

ARTICLE VII
                                  MISCELLANEOUS

Section 7.1       Corporate Seal.
                  --------------

     The  Board  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 or a committee thereof, duplicates of the seal may be kept
and used by the Secretary or Assistant Secretary.

Section 7.2       Reliance Upon Books, Reports and Records.
                  ----------------------------------------

     Each Director,  each member of any committee  designated by the Board,  and
each Officer of the Corporation  shall, in the performance of his or her duties,
be fully  protected  in relying in good faith upon the books of account or other
records  of the  Corporation  and upon such  information,  opinions,  reports or
statements presented to the Corporation by any of its Officers or employees,  or
committees  of the Board so  designated,  or by any other  person as to  matters
which such  Director or  committee  member  reasonably  believes are within such
other person's  professional or expert competence and who has been selected with
reasonable care by or on behalf of the Corporation.

Section 7.3       Fiscal Year.
                  -----------

     The fiscal year of the Corporation shall be as fixed by a resolution of the
Board.

Section 7.4       Time Periods.
                  ------------

     In applying any  provision of these  Bylaws which  requires  that an act be
done or not be 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, the day
of the doing of the act  shall be  excluded,  and the day of the event  shall be
included.

ARTICLE VIII

                                   AMENDMENTS

     A majority of the Whole Board may amend,  alter or repeal  these  Bylaws at
any meeting of the Board. Without limiting the foregoing, the stockholders shall
also  have  power to amend,  alter or repeal  these  Bylaws  at any  meeting  of
stockholders  provided  notice of the proposed change was given in the notice of
the meeting provided, however, that, notwithstanding any other provisions of the
Bylaws or any provision of DGCL which might otherwise permit a lesser vote or no
vote, but in addition to any  affirmative  vote of the holders of any particular
class or series  of the  voting  stock  required  by DGCL,  the  Certificate  of
Incorporation,  any Preferred Stock Designation or these Bylaws, the affirmative
vote  of  the  holders  of  at  least  80%  of  the  voting  power  of  all  the
then-outstanding  shares of the capital stock  entitled to vote generally in the
election of Directors,  voting together as a single class,  shall be required to
alter, amend or repeal any provisions of these Bylaws.

     These  Amended and Restated  Bylaws are  effective as of December 17, 2002,
the date of adoption by the Board of AirGate.