Exhibit 3.2

                                 AMENDED BY-LAWS
                                       OF
                          LYNCH INTERACTIVE CORPORATION
                 (Amended on May 9, 2002, by adding Section 7.5)

1.   MEETINGS OF STOCKHOLDERS.

     1.1 Annual Meeting. The annual meeting of stockholders shall be held on the
first Thursday of May in each year, or as soon  thereafter as  practicable,  and
shall be held at a place  and time  determined  by the board of  directors  (the
"Board").

     1.2 Special Meetings. Special meetings of the stockholders may be called by
resolution  of the Board or the chairman and shall be called by the president or
secretary  upon the  written  request  (stating  the  purpose or purposes of the
meeting)  of a majority of the  directors  then in office or of the holders of a
majority of the outstanding  shares  entitled to vote. Only business  related to
the  purposes  set forth in the notice of the  meeting  may be  transacted  at a
special meeting.

     1.3 Place and Time of Meetings. Meetings of the stockholders may be held in
or outside Delaware at the place and time specified by the Board or the officers
or stockholders requesting the meeting.

     1.4 Notice of Meetings: Waiver of Notice. Written notice of each meeting of
stockholders shall be given to each stockholder entitled to vote at the meeting,
except that (a) it shall not be necessary to give notice to any  stockholder who
submits a signed waiver of notice before or after the meeting, and (b) no notice
of an adjourned  meeting need be given,  except when required  under section 1.5
below or by law. Each notice of a meeting shall be given, personally or by mail,
not fewer than 10 nor more than 60 days  before the  meeting and shall state the
time and place of the meeting, and, unless it is the annual meeting, shall state
at whose  direction  or request the meeting is called and the purposes for which
it is called.  If mailed,  notice  shall be  considered  given when  mailed to a
stockholder at his address on the corporation's  records.  The attendance of any
stockholder  at a meeting,  without  protesting  at the beginning of the meeting
that the meeting is not lawfully called or convened,  shall  constitute a waiver
of notice by him.

     1.5 Quorum.  At any meeting of  stockholders,  the presence in person or by
proxy  of the  holders  of a  majority  of the  shares  entitled  to vote  shall
constitute a quorum for the  transaction  of any  business.  In the absence of a
quorum,  a majority in voting  interest of those present or, if no  stockholders
are  present,  any officer  entitled to preside at or to act as secretary of the
meeting,  may adjourn the meeting  until a quorum is present.  At any  adjourned
meeting  at which a quorum is  present,  any action may be taken that might have
been  taken at the  meeting  as  originally  called.  No notice of an  adjourned
meeting  need be given,  if the time and place are  announced  at the meeting at
which the adjournment is taken,  except that, if adjournment is for more than 30
days or if, after the  adjournment,  a new record date is fixed for the meeting,
notice of the  adjourned  meeting  shall be given  pursuant to section  1.4.

     1.6 Voting;  Proxies.  Each  stockholder of record shall be entitled to one
vote for each  share  registered  in his name.  Corporate  action to be taken by
stockholder vote, other than the election of directors, shall be authorized by a
majority  of the votes cast at a meeting of  stockholders,  except as  otherwise
provided  by law or by  section  1.8.  Directors  shall be elected in the manner
provided in section 2. 1. Voting need not be by ballot,  unless  requested  by a
majority of the  stockholders  entitled to vote at the meeting or ordered by the
chairman of the  meeting.  Each  stockholder  entitled to vote at any meeting of
stockholders  or to  express  consent  to or dissent  from  corporate  action in
writing without a meeting may authorize  another person to act for him by proxy.
No proxy  shall be valid  after  three  years from its date,  unless it provides
otherwise.

     1.7 List of  Stockholders.  Not fewer than 10 days prior to the date of any
meeting of  stockholders,  the  secretary  of the  corporation  shall  prepare a
complete  list of  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 his name.  For a period of not fewer than 10 days prior to
the meeting,  the list shall be available  during  ordinary  business  hours for
inspection by any  stockholder  for any purpose  germane to the meeting.  During
this period,  the list shall be kept either (a) at a place within the city where
the meeting is to be held, if that place shall have been specified in the notice
of the meeting, or (b) if not so specified, at the place where the meeting is to
be held. The list shall also be available for inspection by  stockholders at the
time and place of the meeting.

     1.8 Action by Consent  Without a Meeting.  Any action required or permitted
to be taken at any  meeting  of  stockholders  may be taken  without a  meeting,
without prior notice and without a vote, if a consent in writing,  setting forth
the action so taken,  shall be signed by the holders of outstanding stock having
not fewer than the minimum  number of votes that would be necessary to authorize
or take such action at a meeting at which all shares  entitled  to vote  thereon
were present and voting. Prompt notice of the taking of any such action shall be
given  to  those  stockholders  who did not  consent  in  writing.

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2.   BOARD OF DIRECTORS.

     2.1 Number. Qualification.  Election and Term of Directors. The business of
the  corporation  shall be managed by the entire Board,  which  initially  shall
consist of two  directors.  The number of directors may be changed by resolution
of a  majority  of the  Board or by the  holders  of a  majority  of the  shares
entitled  to  vote,  but no  decrease  may  shorten  the  term of any  incumbent
director. Directors shall be elected at each annual meeting of stockholders by a
plurality of the votes cast and shall hold office until the next annual  meeting
of stockholders  and until the election and  qualification  of their  respective
successors,  subject to the provisions of section 2.9. As used in these by-laws,
the term "entire  Board" means the total  number of  directors  the  corporation
would have, if there were no vacancies on the Board.

     2.2  Quorum and Manner of Acting.  A  majority  of the entire  Board  shall
constitute a quorum for the  transaction  of business at any meeting,  except as
provided in section 2.10. Action of the Board shall be authorized by the vote of
the  majority of the  directors  present at the time of the vote,  if there is a
quorum,  unless otherwise provided by law or these by-laws.  In the absence of a
quorum, a majority of the directors present may adjourn any meeting from time to
time until a quorum is present.

     2.3 Place of  Meeting.  Meetings  of the  Board  may be held in or  outside
Delaware.

     2.4 Annual and  Regular  Meeting.  Annual  meetings  of the Board,  for the
election of officers and  consideration  of other matters,  shall be held either
(a) without notice  immediately  after the annual meeting of stockholders and at
the same  place,  or (b) as soon as  practicable  after the  annual  meeting  of
stockholders,  on notice as provided  in section  2.6.  Regular  meetings of the
Board  may be held  without  notice  at  such  times  and  places  as the  Board
determines.  If the day fixed  for a regular  meeting  is a legal  holiday,  the
meeting shall be held on the next business day.

     2.5 Special  Meetings.  Special  meetings of the Board may be called by the
chairman or by a majority of the directors.

     2.6 Notice of Meetings:  Waiver of Notice.  Notice of the time and place of
each  special  meeting  of the  Board,  and of  each  annual  meeting  not  held
immediately  after the annual  meeting of  stockholders  and at the same  place,
shall be given to each  director by mailing it to him at his  residence or usual
place of business at least three days before the meeting,  or by  delivering  or
telephoning  or  telegraphing  it to him at least two days  before the  meeting.
Notice of a special  meeting  also shall state the purpose or purposes for which
the meeting is called.  Notice need not be given to any  director  who submits a
signed  waiver of notice  before or after the meeting or who attends the meeting
without  protesting  at the  beginning  of the  meeting the  transaction  of any
business because the meeting was not lawfully called or convened.  Notice of any
adjourned  meeting need not be given,  other than by announcement at the meeting
at which the  adjournment  is taken.

     2.7 Board or Committee  Action  Without a Meeting.  Any action  required or
permitted to be taken by the Board or by any committee of the Board may be taken
without a meeting,  if all the members of the Board or the committee  consent in
writing to the adoption of a resolution  authorizing the action.  The resolution
and the written  consents by the members of the Board or the committee  shall be
filed with the minutes of the  proceedings  of the Board or the  committee.

     2.8 Participation in Board or Committee  Meetings by Conference  Telephone.
Any or all members of the Board or any committee of the Board may participate in
a meeting of the Board or the  committee by means of a  conference  telephone or
similar  communications  equipment  allowing  all persons  participating  in the
meeting to hear each other at the same time.  Participation  by such means shall
constitute presence in person at the meeting.

     2.9  Resignation  and Removal of Directors.  Any director may resign at any
time by delivering  his  resignation  in writing to the  chairman,  president or
secretary  of the  corporation,  to take  effect  at the time  specified  in the
resignation;  the  acceptance of a  resignation,  unless  required by its terms,
shall not be necessary to -make it effective. Any or all of the directors may be
removed at any time,  either with or without cause, by vote of the stockholders.

     2. 10  Vacancies.  Any  vacancy in the Board,  including  one created by an
increase in the number of directors,  may be filled for the unexpired  term by a
majority  vote of the  remaining  directors,  though  less than a  quorum.

     2.11  Compensation.  Directors shall receive such compensation as the Board
determines,   together  with  reimbursement  of  their  reasonable  expenses  in
connection with the performance of their duties. A director also may be paid for
serving the corporation or its affiliates or  subsidiaries in other  capacities.

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3.   COMMITTEES.

     3.1 Executive Committee.  The Board, by resolution adopted by a majority of
the entire Board, may designate an executive committee of one or more directors,
which shall have all the powers and authority of the Board,  except as otherwise
provided in the  resolution,  section 141(c) of the General  Corporation  Law of
Delaware or any other  applicable  law. The members of the  executive  committee
shall serve at the pleasure of the Board. All action of the executive  committee
shall be reported to the Board at its next meeting.

     3.2 Other Committees. The Board, by resolution adopted by a majority of the
entire Board,  may designate other  committees of one or more  directors,  which
shall serve at the Board's pleasure and have such powers and duties as the Board
determines.

     3.3 Rules  Applicable  to  Committees.  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 case of the absence or
disqualification of any member of a committee,  the member or members present at
a meeting of the committee and not  disqualified,  whether or not a quorum,  may
unanimously  appoint  another  director  to act at the  meeting  in place of the
absent or  disqualified  member.  All action of a committee shall be reported to
the Board at its next meeting. Each committee shall adopt rules of procedure and
shall  meet as  provided  by those  rules or by  resolutions  of the  Board.

4.   OFFICERS.

     4.1 Number;  Security.  The executive  officers of the corporation shall be
the  chairman,  a  chief  executive  officer,  a  president,  one or  more  vice
presidents (including an executive vice president,  if the Board so determines),
a secretary  and a  treasurer.  Any two or more  offices may be held by the same
person.  The board may require any officer,  agent or employee to give  security
for the faithful  performance of his duties.

     4.2 Election,  Term of Office.  The executive  officers of the  corporation
shall be elected  annually by the Board, and each such officer shall hold office
until the next  annual  meeting  of the Board  and  until  the  election  of his
successor,  subject to the provisions of section 4.4.

     4.3  Subordinate  Officers.  The Board  may  appoint  subordinate  officers
(including assistant secretaries and assistant treasurers), agents or employees,
each of whom shall hold  office for such  period and have such powers and duties
as the Board  determines.  The Board may  delegate to any  executive  officer or
committee  the  power to  appoint  and  define  the  powers  and  duties  of any
subordinate officers, agents or employees.

    4.4 Resignation and Removal of Officers. Any officer may resign at any time
by delivering his resignation in writing to the chairman, president or secretary
of the corporation, to take effect at the time specified in the resignation; the
acceptance  of a  resignation,  unless  required  by  its  terms,  shall  not be
necessary to make it effective. Any officer elected or appointed by the Board or
appointed by an executive  officer or by a committee may be removed by the Board
either  with or without  cause,  and in the case of an officer  appointed  by an
executive officer or by a committee,  by the officer or committee that appointed
him or by the chairman.

     4.5  Vacancies.  A vacancy in any office may be filled for the unexpired in
the manner prescribed in sections 4.2 and 4.3 for election or appointment to the
office.

     4.6 The Chairman.  The Chairman of the Board shall preside over all meeting
of the board at which he is present, and shall have such other powers and duties
as chairmen of the boards of  corporations  usually have or the Board assigns to
him.

     4.7 The Chief Executive  Officer.  Subject to the control of the Board, the
chief  executive  officer of the  corporation  shall manage and direct the daily
business and affairs of the corporation  and shall  communicate to the Board and
any  Committee  thereof  reports,   proposals  and   recommendations  for  their
respective  consideration or action. He may do and perform all acts on behalf of
the Corporation and shall preside at all meetings of the stockholders if present
thereat,  and in the absence of the Chairman of the Board of Directors have such
powers and  perform  such duties as the Board or the  chairman  may from time to
time prescribe or as may be prescribed in these By-laws, and in the event of the
absence,  incapacity  or  inability  to act  of the  chairman,  then  the  chief
executive  officer  shall  perform  the  duties and  exercise  the powers of the
chairman.

     4.8 President. The president shall have such powers and perform such duties
as the  Board or the  chairman  may  from  time to time  prescribe  or as may be
prescribed in these By-laws.

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     4.9 Vice President.  Each vice president shall have such power the Board or
the chairman assigns to him.

     4.10 The Treasurer.  The treasurer shall be the chief financial  officer of
the corporation and shall be in charge of the corporation's  books and accounts.
Subject to the control of the Board,  he shall have such other powers and duties
as the Board or the president assigns to him.

     4.11 The Secretary.  The secretary  shall be the secretary of, and keep the
minutes of, all meetings of the Board and the stockholders, shall be responsible
for giving notice of all meetings of stockholders  and the Board, and shall keep
the seal and, when authorized by the Board, apply it to any instrument requiring
it. Subject to the control of the Board, he shall have such powers and duties as
the Board or the president  assigns to him. In the absence of the secretary from
any meeting,  the minutes shall be kept by the person appointed for that purpose
by the  presiding  officer.

     4.12 Salaries.  The Board may fix the officers salaries,  if any, or it may
authorize  the chairman to fix the salary of any other  officer.

5.   SHARES.

     5.1  Certificates.   The  corporation's  shares  shall  be  represented  by
certificates in the form approved by the Board. Each certificate shall be signed
by the chairman, chief executive officer, president, chief financial officer, or
a  vice  president,  and by  the  secretary  or an  assistant  secretary  or the
treasurer or an assistant treasurer,  and shall be sealed with the corporation's
seal or a facsimile of the seal. Any or all of the signatures on the certificate
may be a facsimile.

     5.2  Transfers.  Shares  shall be  transferable  only on the  corporation's
books, upon surrender of the certificate for the shares,  properly endorsed. The
Board may  require  satisfactory  surety  before  issuing a new  certificate  to
replace a certificate claimed to have been lost or destroyed.

     5.3 Determination of Stockholders of Record.  The Board may fix, in advance
a date as the record  date for the  determination  of  stockholders  entitled to
notice of or to vote at any meeting of the  stockholders,  or to express consent
to or dissent from any proposal without a meeting,  or to receive payment of any
dividend or the allotment of any rights, or for the purpose of any other action.
The record date may not be more than 60 or fewer than 10 days before the date of
the meeting or more than 60 days before any other action.

6.   INDEMNIFICATION AND INSURANCE.

     6.1  Right  to  Indemnification.  Each  person  who was or is 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  (a
"proceeding"),  by  reason  of the fact  that he,  or a person of whom he is the
legal  representative,  is or was a director or officer of the corporation or is
or was  serving  at the  request  of the  corporation  as a  director,  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 or inaction in an
official  capacity or in any other capacity while serving as director,  officer,
employee or agent,  shall be indemnified and held harmless by the corporation to
the fullest  extent  permitted by the General  Corporation  Law of Delaware,  as
amended from time to time, against all costs, charges, expenses, liabilities and
losses  (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,  and that indemnification shall
continue  as to a person who has ceased to be a director,  officer,  employee or
agent and shall inure to the benefit of his heirs, executors and administrators;
provided,  however,  that,  except as provided in section 6.2,  the  corporation
shall  indemnify any such person seeking  indemnification  in connection  with a
proceeding (or part thereof)  initiated by that person,  only if that proceeding
(or part  thereof) was  authorized  by the Board.  The right to  indemnification
conferred in these bylaws shall be a contract  right and shall include the right
to be paid by the  corporation  the  expenses  incurred  in  defending  any such
proceeding in advance of its final disposition;  provided, however, that, if the
General Corporation Law of Delaware, as amended from time to time, requires, the
payment of such expenses  incurred by a director or officer in his capacity as a
director or officer  (and not in any other  capacity in which  service was or is
rendered  by that  person  while  a  director  or  officer,  including,  without
limitation,  service  to an  employee  benefit  plan) in  advance  of the  final
disposition of a 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 shall ultimately be determined that such director or
officer is not entitled to be indemnified under these by-laws or otherwise.  The
corporation may, by action of its Board,  provide  indemnification  to employees
and agents of the  corporation  with the same scope and effect as the  foregoing
indemnification of directors and officers.

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     6.2 Right of Claimant to Bring  Suit.  If a claim under  section 6.1 is not
paid in full by the  corporation  within 30 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 also shall be entitled to be paid
the expense of prosecuting  that claim. It shall be a defense to any such action
(other  than an action  brought  to  enforce a claim for  expenses  incurred  in
defending any proceeding in advance of its final disposition, where the required
undertaking,  if any, is required and has been tendered to the corporation) that
the claimant has failed to meet a standard of conduct that makes it  permissible
under Delaware law for the  corporation to indemnify the claimant for the amount
claimed.  Neither  the  failure of the  corporation  (including  its Board,  its
independent  legal  counsel or its  stockholders)  to have made a  determination
prior to the commencement of such action that indemnification of the claimant is
permissible  in the  circumstances  because he has met that standard of conduct,
nor an  actual  determination  by the  corporation  (including  its  Board,  its
independent  counsel or its  stockholders)  that the  claimant  has not met that
standard  of conduct,  shall be a defense to the action or create a  presumption
that  the   claimant  has  failed  to  meet  that   standard  of  conduct.

     6.3  Non-Exclusivity of Right. The right to indemnification and the payment
of  expenses  incurred  in  defending  a  proceeding  in  advance  of its  final
disposition  conferred  in this  section 6 shall not be  exclusive  of any other
right any 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.

     6.4 Insurance.  The corporation may maintain insurance,  at its expense, to
protect itself and any 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 that expense, liability or
loss under Delaware law.

     6.5 Expenses as a Witness. To the extent any director, officer, employee or
agent of the  corporation  is by reason of such  position,  or a  position  with
another entity at the request of the corporation,  a witness in any action, suit
or proceeding,  he shall be indemnified  against all costs and expenses actually
and  reasonably  incurred by him or on his behalf in connection  therewith.

     6.6 Indemnity Agreement.  The corporation may enter into agreement with any
director,   officer,   employee  or  agent  of  the  corporation  providing  for
indemnification   to   the   fullest   extent   permitted   by   Delaware   law.


7.   MISCELLANEOUS.

     7.1 Seal.  The Board shall adopt a  corporate  seal,  which shall be in the
form of a circle and shall bear the corporation's name and the year and state in
which it was  incorporated.

     7.2 Fiscal Year.  The Board may  determine the  corporation's  fiscal year.
Until changed by the Board, the last day of the corporation's  fiscal year shall
be December 31.

     7.3 Voting of Shares in Other  Corporations.  Shares in other  corporations
held by the  corporation  may be  represented  and voted by an  officer  of this
corporation  or by a proxy or proxies  appointed by one of them.  The Board may,
however,  appoint some other person to vote the shares.

     7.4  Amendments.  By-laws  may  be  amended,  repealed  or  adopted  by the
stockholders.

     7.5 Stock  Options.  The exercise price for any stock option granted by the
Board of  Directors  or any  committee of the Board may be no less than the fair
market value of the Corporation's  shares at the time of the grant.  Neither the
Board nor any  committee  of the Board may  reprice the  exercise  price for any
stock  option in a manner  that would  reduce the price to less than fair market
value of the  Corporation's  shares at the time the  option  was  granted.  This
provision shall be implemented in such a way as not to affect the exercise price
of any stock option  granted by the Board or committee of the Board prior to May
9, 2002.