Exhibit 3 (b)
                 CAROLINA TELEPHONE AND TELEGRAPH COMPANY

                                 BYLAWS

                          --------------------

                                ARTICLE I

                         Meeting of Shareholders


                  Section  1.  Place  of  Meetings.  All  meetings  of the
Shareholders  shall be held at a public office of the Company or at such other
place as may be designated in the notice of the meeting.

                  Section 2.  Annual  Meeting.  The  meeting of  shareholders
shall be held  annually  in March of each year, at such date and hour as may be
designated in the notice of the meeting.

                  Section  3.  Special  Meetings.   A  special  meeting  of  the
shareholders  may be called at any time by the Board of Directors,  the Chairman
of the Board, the  Vice-Chairman of the Board, the Executive  Committee,  or the
President, and the Chairman of the Board, the Vice-Chairman of the Board, or the
President shall call a special meeting whenever he is requested in writing to do
so by two Directors or by shareholders  representing  not less than one-tenth of
the  outstanding  shares  entitled to vote at such  meeting.  Such request shall
specify the time and object of such meeting.

                  Section 4.  Notice of  Meetings.  Written  or  printed  notice
stating  the  place,  day and  hour of the  meeting  and,  in case of a  special
meeting,  the  purpose or  purposes  for which the  meeting is called,  shall be
delivered  not less than ten  (except in those cases in which  longer  notice is
required  by statute)  nor more than fifty days before the date of the  meeting,
either  personally  or by mail,  by or at the  direction  of the Chairman of the
Board,  the  Vice-Chairman  of the Board,  the  President,  the Secretary or the
officer or persons calling the meeting,  to each  shareholder of record entitled
to vote at such meeting.  If mailed, such notice shall be deemed to be delivered
when  deposited in the United States mail  addressed to the  shareholder  at his
address as it appears on the record of  shareholders  of the  corporation,  with
postage thereon  prepaid.  Failure of any shareholder or shareholders to receive
notice of any meeting shall not invalidate the meeting.

                  Section 5. Quorum and Conduct of Meetings.  At all meetings of
the  Shareholders a majority in interest of the shares  entitled to vote thereat
shall  constitute a quorum,  except where by law a greater  interest is required
but a less number may adjourn the meeting to a day specified.

                  Each  Shareholder  entitled  to vote shall be  entitled to one
vote for each share of stock  standing in his name on the books of the  Company;
and any Shareholder entitled to vote may vote in person or by proxy.

                  Elections  by   Shareholders   may  be  by  ballot  or  shares
represented in person or by proxy may be polled and vote recorded.

                  Except as otherwise  provided by law, at any duly  constituted
meeting,  the vote of a  majority  in  interest  of the shares  represented  and
entitled to vote shall be sufficient to pass any measure.
<PAGE>
                                  ARTICLE II

                              Board of Directors

                  Section 1. Election, Qualification,  Vacancies,  Compensation.
The affairs of the Company  shall be managed by a Board of three (3)  directors,
all of whom shall be elected at the annual  meeting of the  stockholders,  or at
any meeting held in lieu of the annual meeting for that purpose, and shall serve
until their respective successors are elected.

                  Directors need not be Shareholders;  and they shall hold their
offices for one year and until their successors are elected and qualify.

                  Vacancies  in  the  Board  may  be  filled  by  the  remaining
Directors.

                  Beginning  with the annual  meeting in March  1993,  no person
shall be eligible,  after said person  shall have reached the age of  sixty-five
years,  for election or re-election as a member of the Board of Directors or for
election  to fill a vacancy in the Board.  A person  elected for a term prior to
reaching the age of  sixty-five  years shall be eligible to complete  that term,
even though he becomes sixty-five years old during the term.

                  Any  person  reaching  the  age of  sixty-five  years  while a
Director,  or any person who resigns as a Director  prior to reaching  that age,
may thereafter be elected a Director  Emeritus.  Directors  Emeriti shall not be
members of the Board of Directors  and shall serve in an advisory  capacity only
and without compensation. They may attend meetings of the Board of Directors but
shall not be entitled,  as a matter of right, to notice  thereof,  shall have no
right to vote thereat, and shall not be charged with the responsibilities nor be
subject to the liabilities of Directors.

                  Beginning March 6, 1992, each director shall be entitled to be
reimbursed for his expenses  incurred in connection  with attending  meetings of
the Board of  Directors  and shall be paid a  retainer  fee of $4,200 per annum,
payable quarterly, and in addition shall be paid $500 for each meeting attended,
except that no director  who is also an officer or employee of the Company or of
United  Telecommunications,  Inc.  shall  receive  an  annual  retainer  fee  or
attendance fee.

                  Section  2.  Place  of  Meetings.  Meetings  of the  Board  of
Directors  shall be held at a public  office of the  Company,  or at such  other
place,  either inside or outside the State of North Carolina,  as may designated
in the notice of the meeting.

                  Section 3. Stated,  Regular and Special Meetings. A meeting of
the Board of Directors for the election of officers and  transaction  of general
business  shall be held as soon as  practicable,  but not later than thirty days
after the annual meeting of the shareholders.

                  Regular  meetings  of the  Board  may be held at any  time and
place  within  or  without  the  State of North  Carolina,  monthly,  bimonthly,
quarterly,  or otherwise, in accordance with resolutions or other actions by the
Board,  or as called by the  Chairman  of the Board,  the  Vice-Chairman  of the
Board, or the President.
<PAGE>
                  Special meetings of the Board may be called at any time by the
Chairman of the Board, the Vice-Chairman of the Board, or by the President,  and
shall be called by the President or Secretary  forthwith upon request in writing
signed by two or more Directors and specifying the object of the meeting.

                  The Chairman of the Board shall preside at all meetings of the
Board of Directors at which he is present;  in his absence the  Vice-Chairman of
the Board,  and in the  absence of both,  the  President  shall  preside at such
meetings, or in his absence the Board shall elect one of its members to preside.

                  Section 4. Notice of Meetings. Notice of the time and place of
all  meetings of the Board  shall be given to each  Director at least three days
before such meeting,  personally or by mail, messenger,  telephone or telegraph,
and shall in the case of special meetings, state the object of such meetings.

                  If the meeting for the election of officers  and  transactions
of  general   business  be  held   immediately   after  the  annual  meeting  of
Shareholders,  no notice thereof shall be necessary, but if such meeting be held
not later  than two days after the annual  meeting of the  Shareholders,  notice
thereof  shall  be  given  in the  manner  foresaid  to each  Director  at least
twenty-four hours before such meeting.

                  Section 5. Quorum. A majority of the number of Directors fixed
by the Bylaws shall constitute a quorum for the transaction of business,  except
as may be  otherwise  provided  in these  Bylaws;  a less  number may  adjourn a
meeting  to any  specified  time  and  place.  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 of Directors.


                                   ARTICLE III

                               Executive Committee

                  Section 1. Designation and Powers.  The Board of Directors may
designate from its membership an Executive  Committee to consist of the Chairman
of the Board, if such office be filled at the time of such designation,  and not
more than six of its members including the President.

                  The Chairman of the Board shall be Chairman  Ex-officio of the
Executive  Committee and shall preside at all meetings of the Committee at which
he is present.  In his absence the Vice-Chairman of the Board and in the absence
of both,  the  President  shall  preside  at such  meetings.  If the  offices of
Chairman of the Board and  Vice-Chairman  of the Board are vacant the  President
shall be Chairman  Ex-officio  of the Committee and shall preside at meetings of
the Committee.  If the Chairman of the Board, the Vice-Chairman of the Board and
the  President  are absent the President may designate a member of the Committee
to  preside  or the  Committee  may elect one of its  members to preside at such
meeting.

                  Except as otherwise  provided by law, the Executive  Committee
shall  have  and  exercise  all the  powers  of the  Board of  Directors  in the
intervals between the meetings of the Board.
<PAGE>
                  The Executive  Committee  shall meet upon call of the Chairman
of the Board, the Vice-Chairman of the Board or the President,  at such time and
place as may be designated  and upon such notice as shall be deemed  reasonable.
Such notice may be given personally, by mail, messenger, telephone or telegraph.

                  At any meeting of the  Executive  Committee  a majority  shall
constitute a quorum.

                  Section  2.  Records.  Minutes  of all  meetings  of the 
Executive  Committee  shall be kept and recorded by the Secretary and shall be
reported from time to time to the Board of Directors.

                  Section 3. Compensation. Each Executive Committee member shall
be entitled to be  reimbursed  for his  expenses  incurred  in  connection  with
attending  meetings  of the  Executive  Committee,  except that no member of the
Executive  Committee  who is  also  an  officer  of  the  Company  or of  United
Telecommunications, Inc. shall be so reimbursed if he is otherwise reimbursed by
the Company or by United Telecommunications, Inc.




                                   ARTICLE IV

                                    Officers

                  Section 1. Titles and  Elections.  The officers of the Company
shall be elected by the Directors and shall consist of a President,  chosen from
the Board,  such Vice  Presidents  as the Board may  determine,  a Secretary and
Treasurer.  The Board may elect, if it so desires, a Chairman of the Board and a
Vice Chairman of the Board whose duties shall be as provided  elsewhere in these
Bylaws.

                  The Board of Directors or the Executive  Committee may elect a
Controller and may appoint such other officers, assistant officers and agents as
the Board of Directors or the Executive  Committee may consider  necessary,  who
shall have such powers and perform such duties as may be assigned to them by the
Board of Directors,  the Executive Committee, or the President, or the principal
executive officer to whom such assistant officer or agent reports.

                  All officers  and agents  elected or appointed by the Board of
Directors or the Executive Committee may be removed at the pleasure of the Board
of Directors or the Executive Committee.

                  More than one office may be held by one person, but no officer
may act in more  than one  capacity  where  action  of two or more  officers  is
required.
<PAGE>
                                    ARTICLE V

                              Chairman of the Board

                  Section 1. Powers and Duties. The Chairman of the Board shall,
if so designated by the Board of Directors,  be the Chief  Executive  Officer of
the Company and shall  preside at all meetings of the Board of Directors  and of
the  Shareholders  at which he is present and have such powers and perform  such
other  duties  as may be  delegated  to him by the  Board of  Directors.  In the
absence of the  Chairman at any meeting of  Directors  or of  Shareholders,  the
Vice-Chairman  of the Board,  or in the  absence of both,  the  President  shall
preside.

                                   ARTICLE VI

                                    President

                  Section 1. Powers and Duties. The President shall have general
supervision over the business of the Company and its employees, and shall report
to the Board of Directors or the Executive  Committee from time to time upon the
operation and affairs of the Company,  as may be required of him by the Board or
the Executive Committee.  Unless otherwise designated by the Board of Directors,
the  President  shall be the Chief  Executive  Officer  of the  Company.  In the
absence of the Chairman and the  Vice-Chairman  the  President  shall preside at
meetings of Directors and of Shareholders. If the Chairman of the Board has been
designated as Chief Executive Officer, the President shall report to him.

                  He shall have such other  powers and perform such other duties
as may  be  delegated  to  him by the  Board  of  Directors  and  the  Executive
Committee.

                  Section 2. He may appoint and remove, or cause the appointment
or removal of all officers and agents of the Company not elected or appointed by
the Board of Directors or the Executive Committee.

                  He shall have such other  powers and perform such other duties
as  usually  appertain  to the  office  in  business  corporations  or as may be
delegated to him by the Board of Directors or the Executive Committee.

                                   ARTICLE VII

                                 Vice Presidents

                  Section 1. Powers and Duties.  Each Vice President  shall have
such powers and perform  such duties as may be  delegated to him by the Board of
Directors, the Executive Committee or the President.
<PAGE>
                                  ARTICLE VIII

                                    Secretary

                  Section 1. Powers and  Duties.  The  Secretary  shall send all
requisite  notices of meetings of the Shareholders, the Board of Directors, and
the Executive Committee.

                  He shall attend all meetings of the Board of Directors  and of
the  Executive  Committee  and  shall  keep a true and  faithful  record  of the
proceedings.  He shall also attend all meetings of Shareholders and shall act as
Secretary  of such  meetings  and shall keep a true and  faithful  record of the
proceedings. In the absence of the Secretary at any meeting of Shareholders,  an
Assistant Secretary or other person may be appointed by the presiding officer of
such meeting to perform the duties of the Secretary.

                  He shall have custody of the seal of the  Company,  and of all
records, books,  documents,  and papers of the Company, except those required to
be in the custody of the Treasurer or the Controller, and except such subsidiary
records as may be kept in the departmental offices.

                  He shall sign and  execute  all  documents  which  require his
signature  and  execution,  and shall affix the seal of the Company  thereto and
attest the same when necessary.

                  He shall have other  powers and perform  such other  duties as
usually appertain to the office in business corporations, or as may be delegated
to him by the Board of Directors, the Executive Committee, or the President.

                  The  Secretary  shall report to the  President or to such Vice
President as the President may from time to time designate.

                  Section 2. Assistant Secretaries.  Any Assistant Secretary, in
the absence or inability of the  Secretary,  may exercise the powers and perform
the duties of the  Secretary.  The Assistant  Secretaries  shall have such other
powers and perform such other duties as may be delegated to them by the Board of
Directors, the Executive Committee, the President or the Secretary.

                                   ARTICLE IX

                                    Treasurer

                  Section 1. Powers and Duties.  The Treasurer shall receive and
have charge of all funds and  securities  of the Company;  he shall  deposit the
funds  to the  credit  of the  Company  in such  depositories  as the  Board  of
Directors or the Executive Committee shall designate,  and he shall disburse the
same  only  upon  written  approval  of the  Controller  or his duly  authorized
representative,  and  the  approval  of the  President,  under  such  rules  and
regulations  as the Board of Directors or the Executive  Committee may from time
to time adopt.
<PAGE>
                  He shall keep an account of all  receipts  and  disbursements,
which shall be open to inspection at all times by the Chairman of the Board, the
Vice-Chairman  of the  Board,  the  President,  or any  member  of the  Board of
Directors,  and shall make such reports as the Board of Directors, the Executive
Committee,  or the Chairman of the Board, the  Vice-Chairman of the Board or the
President may require.

                  He shall have such other  powers and perform such other duties
as  usually  appertain  to the  office in  business  corporations,  or as may be
delegated  to him by the Board of  Directors,  the  Executive  Committee  or the
President.

                  The Treasurer shall report to the Vice President-Finance.

                  Section 2.  Assistant  Treasurers.  With the  approval  of the
President,  the  Treasurer may  designate  one or more  Assistant  Treasurers to
perform  such of his duties as he finds  necessary  to delegate in the  ordinary
conduct of the business and shall,  with such  approval,  designate an Assistant
Treasurer to perform the duties of Treasurer in case of his absence or inability
to serve.

                  The  Assistant  Treasurers  shall have such  other  powers and
perform such other duties as may be assigned to them by the Board of  Directors,
the Executive Committee, the President, or the Treasurer.

                  Section 3. Surety.  The  Treasurer  and each  Assistant
Treasurer  shall give such  security for the faithful performance of his duties
as the Board of Directors or the Executive Committee may require.

                                    ARTICLE X

                                   Controller

                  Section  1.  Powers  and  Duties.  The  Controller  shall have
custody  and  charge of all books of  accounts,  except  those  required  by the
Treasurer  in  keeping  record  of  the  work  of his  office,  and  shall  have
supervision  over  such  subsidiary   accounting  records  as  may  be  kept  in
departmental offices.

                  He shall have access to all books and accounts,  including the
records  of the  Secretary  and the  Treasurer,  for  purposes  of audit and for
obtaining information necessary to verify or complete the records of his office.

                  He, or his duly  authorized  representative,  shall certify to
the  authorizations  and approvals  pertaining to all vouchers,  and no payments
from the general cash shall be made by the Treasurer  except on vouchers bearing
the written approval of the Controller,  or his authorized  representative,  and
the approval of the President.

                  He shall make periodical  audits, at least twice each year, of
all Company cash, including working advance funds and Company-owned  securities.
He shall  perform  such other  duties as may be  assigned to him by the Board of
Directors, the Executive Committee or the President.
<PAGE>
                  The Controller shall report to the Vice President-Finance.

                  In the event of the absence or disability  of the  Controller,
the President  may designate  some other person or persons to perform the duties
of the Controller during such absence or disability.






                                   ARTICLE XI

                                Transfer of Stock

                  Section  1.  Transfer.  Stock  shall  be  transferred  on the
books of the  Company  only by the holder thereof in person or by attorney, upon
surrender of the outstanding certificate therefor.

                  Section 2. Closing of Transfer  Books and Fixing  Record Date.
The Board of Directors or the  Executive  Committee may fix a time not exceeding
50 days preceding the date of any meeting of Shareholders,  any dividend payment
date,  any date for the  allotment  of  rights,  or the date when any  change or
conversion or exchange of stock shall go into effect,  during which the books of
the Company shall be closed against transfers of stock. In lieu of providing for
the closing of the books against  transfers of stock as aforesaid,  the Board of
Directors or Executive  Committee may fix a date, not exceeding 50 days nor less
than  ten  full  days   immediately   preceding  the  date  of  any  meeting  of
Shareholders,  any dividend  payment date, any date for the allotment of rights,
or the date when any change or  conversion  or  exchange  of stock shall go into
effect, as a record date for the  determination of the Shareholders  entitled to
notice of and to vote at such  meeting or entitled to receive  such  dividend or
rights or to  exercise  the  rights in  respect of such  change,  conversion  or
exchange as the case may be.

                  Section 3. Certificates lost, stolen,  etc. In case of a lost,
stolen or destroyed certificate, a new certificate may be issued upon such terms
as the Board of Directors or the Executive Committee may prescribe.

                                   ARTICLE XII

                                 Corporate Seal

                  Section 1.  Description.  The seal of the  Company  shall have
engraved  upon it the name of the Company and the words "Tarboro, N. C., 
Incorporated 1968."

                                  ARTICLE XIII

                               Amendment of Bylaws

                  Section 1. Method.  The Board of Directors of this Corporation
shall have power,  by vote of a majority of all the  Directors,  and without the
assent or vote of the Shareholders, to make, alter, amend and rescind the Bylaws
of this  Corporation  except  where  prohibited  by law.  The Bylaws made by the
Directors  under  the power so  conferred  may be  altered  or  repealed  by the
Shareholders.