RESTATED
                                     BYLAWS
                                       OF
                                GTC TELECOM CORP.
                              A NEVADA CORPORATION


                                    ARTICLE I
                                     OFFICES

     Section 1.     Principal Office .  The principal office for the transaction
of  business of the Corporation is hereby fixed and located at 3151 Airway Ave.,
Suite  P-3,  Costa  Mesa, CA 92626.  The location may be changed by the Board of
Directors  in  their  discretion,  and additional offices may be established and
maintained at such other place or places, either within or outside of Nevada, as
the  Board  of  Directors  may  from  time  to  time  designate.

     Section  2.     Other  Offices  .  Branch or subordinate offices may at any
time  be  established by the Board of Directors at any place or places where the
Corporation  is  qualified  to  do  business.

                                   ARTICLE II
                             DIRECTORS - MANAGEMENT

     Section  1.     Powers,  Standard  of  Care.

          A.     Powers  :  Subject to the provisions of the Nevada Corporations
Code  (hereinafter the "Act"), and subject to any limitations in the Articles of
Incorporation  of  the Corporation relating to action required to be approved by
the  Shareholders, or by the outstanding shares, the business and affairs of the
Corporation  shall  be managed and all corporate powers shall be exercised by or
under  the  direction  of  the  Board  of Directors.  The Board of Directors may
delegate  the  management  of  the  day-to-day  operation of the business of the
Corporation to a management company or other persons, provided that the business
and  affairs of the Corporation shall be managed, and all corporate powers shall
be  exercised,  under  the  ultimate  direction  of  the  Board.

          B.     Standard  of  Care;  Liability  :

               (i)  Each  Director  shall  exercise  such  powers  and otherwise
perform  such duties, in good faith, in the matters such Director believes to be
in  the  best  interests  of  the  Corporation,  and  with  such care, including
reasonable  inquiry,  using  ordinary  prudence,  as a person in a like position
would  use  under  similar  circumstances.


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               (ii)     In performing the duties of a Director, a Director shall
be  entitled to rely on information, opinions, reports, or statements, including
financial  statements  and  other  financial  data,  in  which  case prepared or
presented  by:

                    (a)     One or more officers or employees of the Corporation
whom  the  Director  believes  to  be  reliable  and  competent  in  the matters
presented,

                    (b)     Counsel, independent accountants or other persons as
to which the Director believes to be within such person's professional or expert
competence,  or

                    (c)     A  Committee  of  the  Board upon which the Director
does  not  serve, as to matters within its designated authority, which committee
the  Director  believes  to  merit  confidence,  so long as in any such case the
Director  acts in good faith, after reasonable inquiry when the need therefor is
indicated  by  the  circumstances  and  without  knowledge that would cause such
reliance  to  be  unwarranted.

          C.     Exception  for  Close  Corporation.        Notwithstanding  the
provisions of Section 1 of this Article, in the event that the Corporation shall
elect  to  become  a  close  corporation,  its  Shareholders  may  enter  into a
Shareholders'  Agreement.  Said  Agreement  may  provide  for  the  exercise  of
corporate  powers  and  the  management  of  the  business  and  affairs  of the
Corporation by the Shareholders; provided, however, such agreement shall, to the
extent  and so long as the discretion or powers of the Board of Directors in its
management  of  corporate  affairs  is controlled by such agreement, impose upon
each  Shareholder who is a party hereof, liability for managerial acts performed
or omitted by such person pursuant thereto otherwise imposed upon Directors; and
the  Directors  shall  be  relieved  to  that  extent  from  such  liability.

     Section  2.     Number  and  Qualification  of  Directors .  The authorized
number  of  Directors  of the Corporation shall be at least one (1) but not more
than  five  (5)  until  changed  by  a duly adopted amendment to the Articles of
Incorporation  or  by  an  amendment  to  this  Section 2 of Article II of these
Bylaws,  adopted  by  the  vote  or  written consent of Shareholders entitled to
exercise  majority  voting  power  as  provided  in  the  Act.

     Section  3.     Election and Term of Office of Directors .  Directors shall
be  elected  at each annual meeting of the Shareholders to hold office until the
next  annual  meeting.  Each  Director,  including  a Director elected to fill a
vacancy,  shall  hold  office until the expiration of the term for which elected
and  until  a  successor  has  been  elected  and  qualified.

     Section  4.     Vacancies.

          A.     Vacancies on the Board of Directors may be filled by a majority
of  the  re-maining Directors, though less than a quorum, or by a sole remaining
Director, except that a vacancy created by the removal of a Director by the vote
or  written consent of the Shareholders, or by a court order, may be filled only
by  the vote of a majority of the shares entitled to vote, represented at a duly
held  meeting at which a quorum is present, or by the written consent of holders
of  the  majority  of the outstanding shares entitled to vote.  Each Director so
elected  shall hold office until the next annual meeting of the Shareholders and
until  a  successor  has  been  elected  and  qualified.

          B.     A  vacancy  or  vacancies  on  the  Board of Directors shall be
deemed  to  exist  in  the  event  of  the  death, resignation or removal of any
Director,  or if the Board of Directors by resolution declares vacant the office
of  a  Director  who  has  been declared of unsound mind by an order of court or
convicted  of  a  felony.

          C.     The  Shareholders may elect a Director or Directors at any time
to  fill  any  vacancy  or  vacancies  not filled by the Directors, but any such
election  by  written  consent  shall  require  the consent of a majority of the
outstanding  shares  entitled  to  vote.

          D.     Any  Director may resign, effective on giving written notice to
the  Chairman  of  the  Board,  the  President,  the  Secretary, or the Board of
Directors,  unless  the  notice  specifies  a later time for that resignation to
become  effective.  If  the  resignation  of a Director is effective at a future
time,  the  Board  of Directors may, prior to the effective date of a Director's
resignation,  elect  a  successor  to  take  office when the resignation becomes
effective.

          E.     No  reduction  of the authorized number of Directors shall have
the  effect  of  removing  any  Director  before  that Director's term of office
expires.

     Section  5.     Removal  of  Directors.

          A.     The  entire Board of Directors, or any individual Director, may
be  removed  from  office  as  provided by the Act.  In such case, the remaining
members,  if  any,  of  the Board of Directors may elect a successor Director to
fill  such  vacancy for the remaining unexpired term of the Director so removed.

          B.     No Director may be removed (unless the entire Board is removed)
when the votes cast against removal or not consenting in writing to such removal
would  be sufficient to elect such Director if voted cumulatively at an election
at  which  the same total number of votes were cast (or, if such action is taken
by  written  consent,  all  shares  entitled to vote, were voted) and the entire
num-ber  of  Directors  authorized  at  the  time  of  the Directors most recent
election  were then being elected; and when by the provisions of the Articles of
Incorporation  the  holders  of  the  shares of any  class or series voting as a
class  or  series  are  entitled to elect one or more Directors, any Director so
elected  may be removed only by the applicable vote of the holders of the shares
of  that  class  or  series.

     Section  6.     Place  of  Meetings.    Regular  meetings  of  the Board of
Directors  shall  be held at any place within or outside the state that has been
designated from time to time by resolution of the Board.  In the absence of such
resolution,  regular meetings shall be held at the principal executive office of
the  Corporation.  Special  meetings  of  the  Board  shall be held at any place
within  or  outside  the  state  that  has  been designated in the notice of the
meeting, or, if not stated in the notice or there is no notice, at the principal
executive  office  of  the Corporation.  Any meeting, regular or special, may be
held  by conference telephone or similar communication equipment, so long as all
Directors  participating  in  such  meeting  can  hear one another, and all such
Directors  shall  be  deemed  to  have  been  present in person at such meeting.

     Section 7.     Annual Meetings .  Immediately following each annual meeting
of  Shareholders,  the  Board  of Directors shall hold a regular meeting for the
purpose  of  organization, the election of officers and the transaction of other
business.  Notice of this meeting shall not be required.  Minutes of any meeting
of  the  Board, or any committee thereof, shall be maintained as required by the
Act  by  the  Secretary  or  other  officer  designated  for  that  purpose.

     Section  8.     Other  Regular  Meetings.

          A.     Other  regular meetings of the Board of Directors shall be held
without  call  at  such time as shall from time to time be fixed by the Board of
Directors.  Such  regular meetings may be held without notice, provided the time
and place of such meetings has been fixed by the Board of Directors, and further
provided  the notice of any change in the time of such meeting shall be given to
all the Directors.  Notice of a change in the determination of the time shall be
given to each Director in the same manner as notice for such special meetings of
the  Board  of  Directors.

          B.     If  said  day falls upon a holiday, such meetings shall be held
on  the  next  succeeding  day  thereafter.

     Section  9.     Special  Meetings/Notices  .

          A.     Special  meetings  of the Board of Directors for any purpose or
purposes may be called at any time by the Chairman of the Board or the President
or  any  Vice  President  or  the  Secretary  or  any  two  Directors.

          B.     Notice  of  the  time  and  place for special meetings shall be
delivered  personally  or  by  telephone to each Director or sent by first class
mail  or  telegram,  charges  prepaid,  addressed to each Director at his or her
address  as  it is shown in the records of the Corporation.  In case such notice
is  mailed,  it  shall be deposited in the United States mail at least four days
prior  to  the  time  of  holding the meeting.  In case such notice is delivered
personally,  or by telephone or telegram, it shall be delivered personally or be
telephone  or to the telegram company at least 48 hours prior to the time of the
holding of the meeting.  Any oral notice given personally or by telephone may be
communicated to either the Director or to a person at the office of the Director
who the person giving the notice has reason to believe will promptly communicate
same  to  the Director.  The notice need not specify the purpose of the meeting,
nor the place, if the meeting is to be held at the principal executive office of
the  Corporation.


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     Section  10.     Waiver  of  Notice .

          A.     The  transactions  of  any  meeting  of the Board of Directors,
however  called, noticed, or wherever held, shall be as valid as though had at a
meeting  duly  held after the regular call and notice if a quorum be present and
if,  either before or after the meeting, each of the Directors not present signs
a  written  waiver of notice, a consent to holding the meeting or an approval of
the minutes thereof.  Waivers of notice or consent need not specify the purposes
of  the  meeting.  All  such waivers, consents and approvals shall be filed with
the  corporate  records  or  made  part  of  the  minutes  of  the  meeting.

          B.     Notice  of a meeting shall also be deemed given to any Director
who  attends  the  meeting  without  protesting,  prior  thereto  or  at  its
commencement,  the  lack  of  notice  to  such  Director.

     Section 11.     Quorums .  A majority of the authorized number of Directors
shall  constitute a quorum for the transaction of business, except to adjourn as
provided  in  Section 12 of this Article II.  Every act or decision done or made
by  a majority of the Directors present at a meeting duly held at which a quorum
was  present  shall be regarded as the act of the Board of Directors, subject to
the provisions of the Act.  A meeting at which a quorum is initially present may
continue  to  transact  business notwithstanding the withdrawal of Directors, if
any  action  taken is approved by at least a majority of the required quorum for
that  meeting.

     Section 12.     Adjournment .  A majority of the directors present, whether
or not constituting a quorum, may adjourn any meeting to another time and place.

     Section  13.     Notice  of  Adjournment .  Notice of the time and place of
the  holding  of  an  adjourned meeting need not be given, unless the meeting is
adjourned  for  more  than 24 hours, in which case notice of such time and place
shall  be  given prior to the time of the adjourned meeting to the Directors who
were  not  present  at  the  time  of  the  adjournment.

     Section 14.     Board of Directors Provided by Articles or Bylaws .  In the
event  only  one  Director  is  required  by  the  Bylaws  or  the  Articles  of
Incorporation, then any reference herein to notices, waivers, consents, meetings
or  other  actions  by  a majority or quorum of the Board of  Directors shall be
deemed or referred as such notice, waiver, etc., by the sole Director, who shall
have  all  rights and duties and shall be entitled to exercise all of the powers
and  shall  assume all the responsibilities otherwise herein described, as given
to  the  Board  of  Directors.

     Section 15.     Directors Action by Unanimous Written Consent .  Any action
required or permitted to be taken by the Board of Directors may be taken without
a  meeting and with the same force and effect as if taken by a unanimous vote of
Directors, if authorized by a writing signed individually or collectively by all
members of the Board of Directors.  Such consent shall be filed with the regular
minutes  of  the  Board  of  Directors.

     Section  16.     Compensation of Directors .  By resolution of the Board of
Directors,  the  Directors  may be paid their expenses, if any, of attendance at
each  meeting of the Board of Directors or a stated salary as Director.  No such
payment  shall  preclude  any Director from serving the Corporation in any other
capacity  and  receiving  compensation  thereofor.

     Section  17.     Committees  .  Committees of the Board of Directors may be
appointed  by  resolution  passed  by a majority of the whole Board.  Committees
shall  be  composed of two or more members of the Board of Directors.  The Board
may  designate  one or more Directors as alternate members of any committee, who
may replace any absent member at any meeting of the committee.  Committees shall
have  such  powers  as  those held by the Board of Directors as may be expressly
delegated  to  it  by  resolution of the Board of Directors, except those powers
expressly  made  non-delegable  by  the  Act.

     Section 18.     Meetings and Action of Committees .  Meetings and action of
committees  shall  be  governed  by,  and held and taken in accordance with, the
provisions  of  Article  II,  Sections 6, 8, 9, 10, 11, 12, 13 and 15, with such
changes  in  the  context  of  those Sections as are necessary to substitute the
committee  and  its  members  for the Board of Directors and its members, except
that  the  time  of  the regular meetings of the committees may be determined by
resolution  of  the  Board  of  Directors  as well as the committee, and special
meetings  of  committees  may  also be given to all alternate members, who shall
have  the right to attend all meetings of the committee.  The Board of Directors
may  adopt  rules  for the government of any committee not inconsistent with the
provisions  of  these  Bylaws.

     Section  19.     Advisory  Directors .  The Board of Directors from time to
time  may  elect  one or more persons to be Advisory Directors, who shall not by
such appointment be members of the Board of Directors.  Advisory Directors shall
be  available  from time to time to perform special assignments specified by the
President,  to  attend meetings of the Board of Directors upon invitation and to
furnish  consultation  to  the  Board of Directors.  The period during which the
title  shall  be held may be prescribed by the Board of Directors.  If no period
is  prescribed,  the  title  shall  be  held  at  the  pleasure  of the Board of
Directors.

                                   ARTICLE III
                                    OFFICERS

     Section 1.     Officers .  The principal officers of the Corporation shall
be a President, a Vice President, a Secretary, and a Chief Financial Officer who
may also be called Treasurer.  The Corporation may also have, at the discretion
of the Board of Directors, a Chairman of the Board, one or more Vice Presidents,
one or more Assistant Secretaries, one or more Assistant Treasurers, and such
other officers as may be appointed in accordance with the provisions of Section
3 of this Article III.  Any number of offices may be held by the same person.

     Section 2.     Election of Officers .  The principal officers of the
Corporation, except such officers as may be appointed in accordance with the
provisions of Section 3 or Section 5 of this Article, shall be chosen by the
Board of Directors, and each shall serve at the pleasure of the Board of
Directors, subject to the rights, if any, of an officer under any contract of
employment.

     Section 3.     Subordinate Officers, Etc.   The Board of Directors may
appoint such other officers as the business of the Corporation may require, each
of whom shall hold office for such period, have such authority and perform such
duties as are provided in the Bylaws or as the Board of Directors may from time
to time determine.

     Section 4.     Removal and Resignation of Officers.

          A.     Subject to the rights, if any, of an officer under any contract
of employment, any officer may be removed, either with or without cause, by a
majority of the Directors at that time in office, at any regular or special
meeting of the Board of Directors, or, except in the case of an officer chosen
by the Board of Directors, by any officer upon whom such power of removal may be
conferred by the Board of Directors.

          B.     Any officer may resign at any time by giving written notice to
the Board of Directors.  Any resignation shall take effect on the date of the
receipt of that notice or at any later time specified in that notice; and,
unless otherwise specified in that notice, the acceptance of the resignation
shall not be necessary to make it effective.  Any resignation is without
prejudice to the rights, if any, of the Corporation under any contract to which
the officer is a party.

     Section 5.     Vacancies .  A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in the Bylaws for regular appointments to that office.

     Section 6.     Chairman of the Board.

          A.     The Chairman of the Board, if such an officer be elected,
shall, if present, preside at the meetings of the Board of Directors and
exercise and perform such other powers and duties as may, from time to time, be
assigned by the Board of Directors or prescribed by the Bylaws.  If there is no
President, the Chairman of the Board shall, in addition, be the Chief Executive
Officer of the Corporation and shall have the powers and duties prescribed in
Section 7 of this Article III.

     Section 7.     President and Chief Executive Officer .  Subject to such
supervisory powers, if any, as may be given by the Board of Directors to the
Chairman of the Board, if there is such an officer, the President along with the
Chief Executive Officer of the Corporation shall, subject to the control of the
Board of Directors, have general supervision, discretion and control of the
business and officers of the Corporation.  The President or the Chief Executive
Officer shall preside at all meetings of the Shareholders and, in the absence of
the Chairman of the Board, or if there be none, at all meetings of the Board of
Directors.  The President and Chief Executive Officer, jointly, shall have the
general powers and duties of management usually vested in the office of
President and Chief Executive Officer of a corporation, each shall be ex officio
a member of all the standing committees, including the Executive Committee, if
any, and shall have such other powers and duties as may be prescribed by the
Board of Directors or the Bylaws.

     Section 8.     Vice President.  In the absence or disability of the
President or Chief Executive Officer, the Vice Presidents, if any, in order of
their rank as fixed by the Board of Directors, or if not ranked, the Vice
President designated by the Board of Directors, shall perform all the duties of
the President or Chief Executive Officer, as the case may be, and when so
acting, shall have all the powers of, and be subject to all the restrictions
upon, the President or the Chief Executive Officer.  The Vice Presidents shall
have such other powers and perform such other duties as from time to time may be
prescribed for them, respectively, by the Board of Directors or the Bylaws, the
President, the Chief Executive Officer, or the Chairman of the Board.

     Section 9.     Secretary.

          A.     The Secretary shall keep, or cause to be kept, a book of
minutes of all meetings of the Board of Directors and Shareholders at the
principal office of the Corporation or such other place as the Board of
Directors may order.  The minutes shall include the time and place of holding
the meeting, whether regular or special, and if a special meeting, how
authorized, the notice thereof given, and the names of those present at
Directors' and committee meetings, the number of shares present or represented
at Shareholders' meetings and the proceedings thereof.

          B.     The Secretary shall keep, or cause to be kept, at the principal
office of the Corporation or at the office of the Corporation's transfer agent,
a share register, or duplicate share register, showing the names of the
Shareholders and their addresses; the number and classes or shares held by each;
the number and date of certificates issued for the same; and the number and date
of cancellation of every certificate surrendered for cancellation.

          C.     The Secretary shall give, or cause to be given, notice of all
the meetings of the Shareholders and of the Board of Directors required by the
Bylaws or by law to be given.  The Secretary shall keep the seal of the
Corporation in safe custody, and shall have such other powers and perform such
other duties as may be prescribed by the Board of Directors or by the Bylaws.

     Section 10.     Chief Financial Officer or Treasurer.

          A.     The Chief Financial Officer shall keep and maintain, or cause
to be kept and maintained, in accordance with generally accepted accounting
principles, adequate and correct accounts of the properties and business
transactions of the Corporation, including accounts of its assets, liabilities,
receipts, disbursements, gains, losses, capital, earnings (or surplus) and
shares issued.  The books of account shall, at all reasonable times, be open to
inspection by any Director.


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          B.     The Chief Financial Officer shall deposit all monies and other
valuables in the name and to the credit of the Corporation with such
depositaries as may be designated by the Board of Directors.  The Chief
Financial Officer shall disburse the funds of the Corporation as may be ordered
by the Board of Directors, shall render to the President and Directors, whenever
they request it, an account of all of the transactions of the Chief Financial
Officer and of the financial condition of the Corporation, and shall have such
other powers and perform such other duties as may be prescribed by the Board of
Directors or the Bylaws.


                                   ARTICLE IV
                             SHAREHOLDERS' MEETINGS

     Section  1.     Place  of Meetings .  Meetings of the Shareholders shall be
held  at any place within or outside the state of Nevada designated by the Board
of  Directors.  In  the  absence of any such designation, Shareholders' meetings
shall  be  held  at  the  principal  executive  office  of  the  Corporation.

     Section  2.     Annual  Meeting  .

          A.     The  annual  meeting  of  the  Shareholders shall be held, each
year,  as  follows:

               Time  of  Meeting:          10:00  A.M.
               Date  of  Meeting:          First  Friday  in  November

          B.     If this day shall be a legal holiday, then the meeting shall be
held  on  the  next  succeeding  business  day, at the same time.  At the annual
meeting,  the Shareholders shall elect a Board of Directors, consider reports of
the  affairs  of  the  Corporation  and  transact  such other business as may be
properly  brought  before  the  meeting.

          C.     If  the  above  date  is  inconvenient,  the  annual meeting of
Shareholders  shall  be held each year on a date and at a time designated by the
Board  of  Directors  within ninety days of the above date upon proper notice to
all  Shareholders.

     Section  3.     Special  Meetings  .

          A.     Special  meetings  of  the  Shareholders  for  any  purpose  or
purposes  whatsoever,  may  be called at any time by the Board of Directors, the
Chairman  of  the  Board,  the President, or by one or more Shareholders holding
shares  in  the aggregate entitled to cast not less than 10% of the votes at any
such meeting.  Except as provided in paragraph B below of this Section 3, notice
shall  be  given  as  for  the  annual  meeting.


<PAGE>
          B.     If  a  special meeting is called by any person or persons other
than  the  Board  of  Directors, the request shall be in writing, specifying the
time  of  such  meeting  and  the  general nature of the business proposed to be
transacted,  and  shall be delivered personally or sent by registered mail or by
telegraphic  or  other  facsimile transmission to the Chairman of the Board, the
President,  any Vice President or the Secretary of the Corporation.  The officer
receiving  such  request  shall  forthwith  cause  notice  to  be  given  to the
Shareholders  entitled  to vote, in accordance with the provisions of Sections 4
and  5  of  this  Article,  indicating  that  a meeting will be held at the time
requested  by  the  person  or persons calling the meeting, not less than 35 nor
more  than 60 days after the receipt of the request.  If the notice is not given
within  20  days  after receipt of the request, the person or persons requesting
the meeting may give the notice in the manner provided in these Bylaws.  Nothing
contained  in  this  paragraph  of  this Section shall be construed as limiting,
fixing  or affecting the time when a meeting of Shareholders called by action of
the  Board  of  Directors  may  be  held.

     Section  4.     Notice  of  Meetings  -  Reports.

          A.     Notice  of  any Shareholders meetings, annual or special, shall
be  given in writing not less than 10 days nor more than 60 days before the date
of  the meeting to Shareholders entitled to vote thereat by the Secretary or the
Assistant  Secretary,  or  if  there  be no such officer, or in the case of said
Secretary  or  Assistant  Secretary's  neglect  or  refusal,  by any Director or
Shareholder.

          B.     Such  notices  or  any  reports shall be given personally or by
mail or other means of written communication as provided in the Act and shall be
sent  to the Shareholder's address appearing on the books of the Corporation, or
supplied by the Shareholder to the Corporation for the purpose of notice, and in
the  absence  thereof, as provided in the Act by posting notice at a place where
the  principal  executive office of the Corporation is located or by publication
at  least  once in a newspaper of general circulation in the county in which the
principal  executive  office  is  located.

          C.     Notice  of any meeting of Shareholders shall specify the place,
the  day  and  the  hour  of  meeting, and (i) in case of a special meeting, the
general  nature  of the business to be transacted and that no other business may
be  transacted,  or  (ii) in the case of an annual meeting,  those matters which
the Board of Directors, at the date of mailing of notice, intends to present for
action by the Shareholders.  At any meetings where Directors are elected, notice
shall  include the names of the nominees, if any, intended at the date of notice
to  be  presented  for  election.

          D.     Notice  shall  be  deemed  given  at  the  time it is delivered
personally  or  deposited  in  the  mail  or  sent  by  other  means  of written
communication.  The  officer giving such notice or report shall prepare and file
in  the  minute  book  of  the  Corporation an affidavit or declaration thereof.



<PAGE>
          E.     If  action  is proposed to be taken at any meeting for approval
of  (i)  contracts  or transactions in which a Director has a direct or indirect
financial  interest, (ii) an amendment to the Articles of Incorporation, (iii) a
reorganization of the Corporation, (iv) dissolution of the Corporation, or (v) a
distribution  to preferred Shareholders, the notice shall also state the general
nature  of  such  proposal.

     Section  5.     Quorum.

          A.     The  holders  of a majority of the shares entitled to vote at a
Shareholders'  meeting,  present  in  person,  or  represented  by  proxy, shall
constitute  a  quorum at all meetings of the Shareholders for the transaction of
business  except  as  otherwise  provided  by  the  Act  or  by  these  Bylaws.

          B.     The  Shareholders  present  at a duly called or held meeting at
which  a  quorum is present may continue to transact business until adjournment,
notwithstanding  the  withdrawal  of  enough  Shareholders  to leave less than a
quorum,  if  any action taken (other than adjournment) is approved by a majority
of  the  shares  required  to  constitute  a  quorum.

     Section  6.     Adjourned  Meeting  and  Notice  Thereof  .

          A.     Any  Shareholders' meeting, annual or special, whether or not a
quorum  is  present,  may  be  adjourned  from  time  to time by the vote of the
majority  of  the  shares  represented  at  such meeting, either in person or by
proxy,  but  in  the absence of a quorum, no other business may be transacted at
such  meeting.

          B.     When  any meeting of Shareholders, either annual or special, is
adjourned  to  another  time or place, notice need not be given of the adjourned
meeting  if  the  time and place thereof are announced at a meeting at which the
adjournment  is  taken,  unless  a  new record date for the adjourned meeting is
fixed,  or unless the adjournment is for more than 45 days from the date set for
the  original  meeting,  in  which  case  the Board of Directors shall set a new
record date.  Notice of any adjourned meeting shall be given to each Shareholder
of  record  entitled  to  vote  at  the adjourned meeting in accordance with the
provisions  of  Section  4  of  this  Article.  At  any  adjourned  meeting, the
Corporation  may  transact  any business which might have been transacted at the
original  meeting.

     Section  7.   Waiver or Consent by Absent Shareholders.

          A.     The  transactions of any meeting of Shareholders, either annual
or  special,  however  called  and  noticed,  shall  be valid as though had at a
meeting  duly  held after regular call and notice, if a quorum be present either
in  person  or by proxy, and if, either before or after the meeting, each of the
Shareholders entitled to vote, not present in person or by proxy, sign a written
waiver  of notice, or a consent to the holding of such meeting or an approval of
the  minutes  thereof.

          B.     The  waiver  of  notice  or consent need not specify either the
business  to  be  transacted or the purpose of any regular or special meeting of
Shareholders,  except  that  if  action  is  taken  or  proposed to be taken for
approval  of  any  of  those matters specified in Section E of Section 4 of this
Article,  the waiver of notice or consent shall state the general nature of such
proposal.  All  such  waivers,  consents  or  approvals  shall be filed with the
corporate  records  or  made  a  part  of  the  minutes  of  the  meeting.

          C.     Attendance  of  a  person  at a meeting shall also constitute a
waiver  of  notice  of  such  meeting,  except  when  the person objects, at the
beginning of the meeting, to the transaction of any business because the meeting
is  not  lawfully called or convened, and except that attendance at a meeting is
not a waiver of any right to object to the consideration of matters not included
in  the  notice.  A  Shareholder  or  Shareholders of the Corporation holding at
least  5%  in  the aggregate of the outstanding voting shares of the Corporation
may  (i)  inspect, and copy the records of Shareholders' names and addresses and
shareholdings  during  usual  business hours upon five days prior written demand
upon  the Corporation, and/or (ii) obtain from the transfer agent by paying such
transfer  agent's  usual  charges  for  such a list, a list of the Shareholders'
names  and addresses who are entitled to vote for the election of Directors, and
their  shareholdings,  as of the most recent record date for which such list has
been  compiled  or  as of a date specified by the Shareholders subsequent to the
day  of  demand.  Such  list shall be made available by the transfer agent on or
before the later of five days after the demand is received or the date specified
therein  as  the  date  as  of  which the list is to be compiled.  The record of
Shareholders  shall  also  be  open to inspection upon the written demand of any
Shareholder  or  holder  of a voting trust certificate, at any time during usual
business  hours, for a purpose reasonably related to such holder's interest as a
Shareholder  or  as  a  holder of a voting trust certificate. Any inspection and
copying  under  this Section may be made in person or by an agent or attorney of
such  Shareholder  or  holder  of a voting trust certificate making such demand.

     Section  8.     Maintenance  and  Inspection  of  Bylaws .  The Corporation
shall  keep  at  its principal executive office, or if not in this state, at its
principal  business  office  in this state, the original or a copy of the Bylaws
amended  to  date,  which shall be open to inspection by the Shareholders at all
reasonable  times during office hours.  If the principal executive office of the
Corporation  is  outside the state and the Corporation has no principal business
office  in  this  state,  the  Secretary  shall,  upon  written  request  of any
Shareholder,  furnish  to  such  Shareholder  a copy of the Bylaws as amended to
date.

     Section  9.     Annual Report to Shareholders.

          A.     Provided  the  Corporation  has  100  Shareholders or less, the
Annual  Report  to  Shareholders  referred  to in the Act is expressly dispensed
with,  but  nothing  herein  shall  be  interpreted  as prohibiting the Board of
Directors  from  issuing  annual  or other period reports to Shareholders of the
Corporation  as  they  deem  appropriate.


<PAGE>
          B.     Should the Corporation have 100 or more Shareholders, an Annual
Report  to  Shareholders must be furnished not later than 120 days after the end
of each fiscal period.  The Annual Report to Shareholders shall be sent at least
15 days before the annual meeting of the Shareholders to be held during the next
fiscal  year  and  in  the  manner  specified in Section 4 of Article V of these
Bylaws  for giving notice to Shareholders of the Corporation.  The Annual Report
to  Shareholders  shall contain a Balance Sheet as of the end of the fiscal year
and  an  Income Statement and Statement of Changes in Financial Position for the
fiscal  year,  accompanied by any report of independent accountants or, if there
is  no  such report, the certificate of an authorized officer of the Corporation
that  the  statements  were prepared without audit from the books and records of
the  Corporation.

     Section  10.     Financial  Statements.

          A.     A  copy  of  any  annual  financial  statement  and  any Income
Statement  of the Corporation for each quarterly period of each fiscal year, and
any  accompanying  Balance  Sheet  of the Corporation as of the end of each such
period,  that  has been prepared by the Corporation shall be kept on file at the
principal executive office of the Corporation for 12 months from the date of its
execution, and each such statement shall be exhibited at all reasonable times to
any  Shareholder  demanding  an examination of such statement or a copy shall be
made  for  any  such  Shareholder.

          B.     If  a  Shareholder  or  Shareholders holding at least 5% of the
outstanding  shares  of  any  class  of  stock of the Corporation make a written
request  to  the  Corporation for an Income Statement of the Corporation for the
three  month,  six  month  or  nine month period of the then current fiscal year
ended more than 30 days prior to the date of the request, and a Balance Sheet of
the  Corporation  at  the  end of such period, the Chief Financial Officer shall
cause  such statement to be prepared, if not already prepared, and shall deliver
personally or mail such statement or statements to the person making the request
within  30  days  after the receipt of such request.  If the Corporation has not
sent to the Shareholders its Annual Report for the last fiscal year, this report
shall likewise be delivered or mailed to such Shareholder or Shareholders within
30  days  after  such  request.

          C.     The  Corporation  also  shall,  upon the written request of any
Shareholder,  mail  to the Shareholder a copy of the last annual, semi-annual or
quarterly  Income  Statement which it has prepared and a Balance Sheet as of the
end  of such period.  This quarterly Income Statement and Balance Sheet referred
to  in  this  Section shall be accompanied by the report thereon, if any, of any
independent  accountants  engaged  by  the  Corporation  or  the  certificate of
authorized  officer  of  the  Corporation  such  that  financial statements were
prepared  without  audit  from  the  books  and  records  of  the  Corporation.

     Section  11.     Annual Statement of General Information .  The Corporation
shall,  in  a  timely  manner, in each year, file with the Secretary of State of
Nevada,  on  the  prescribed  form,  the  statement setting forth the authorized
number  of  Directors, the names and complete business or residence addresses of
all  incumbent Directors, the names and complete business or residence addresses
of  the  Chief  Executive  Officer,  Secretary  and Chief Financial Officer, the
street address of its principal executive office or principal business office in
this  state and the general type of business constituting the principal business
activity  of  the  Corporation,  together with a designation of the agent of the
Corporation  for  the  purpose of the service of process, all in compliance with
the  Act.


                                   ARTICLE IX
                              AMENDMENTS TO BYLAWS

     Section 1.     Amendment by Shareholders .  New Bylaws may be adopted or
these Bylaws may be amended or repealed by the vote or written consent of
holders of a majority of the outstanding shares entitled to vote; provided,
however, that if the Articles of Incorporation of the Corporation set forth the
number of authorized Directors of the Corporation, the authorized number of
Directors may be changed only by amendment to the Articles of Incorporation.

     Section 2.     Amendment by Directors .  Subject to the rights of the
Shareholders to adopt, amend or repeal the Bylaws, as provided in Section 1 of
this Article IX, and the limitations of the Act, the Board of Directors may
adopt, amend or repeal any of these Bylaws other than an amendment to the Bylaws
changing the authorized number of Directors.

     Section 3.     Record of Amendments .  Whenever an amendment or new Bylaw
is adopted, it shall be copies in the corporate book of Bylaws with the original
Bylaws, in the appropriate place.  If any Bylaw is repealed, the fact of repeal
with the date of the meeting at which the repeal was enacted or written assent
was filed shall be stated in the corporate book of Bylaws.


                                    ARTICLE X
                                  MISCELLANEOUS

     Section 1.     Shareholders' Agreements .  Notwithstanding anything
contained in this Article X to the contrary, in the event the Corporation elects
to become a close corporation, an agreement between two or more Shareholders
thereof, if in writing and signed by the parties thereto, may provide that in
exercising any voting rights, the shares held by them shall be voted as provided
therein or in the Act, and may otherwise modify the provisions contained in
Article IV, herein as to Shareholders' meetings and actions.

     Section 2.     Effect of Shareholders' Agreements .  Any Shareholders'
Agreement authorized by the Act, shall only be effective to modify the terms of
these Bylaws if the Corporation elects to become a close corporation with the
appropriate filing of an amendment to its Articles of Incorporation as required
by the Act and shall terminate when the Corporation ceases to be a close
corporation.  Any other provisions of the Act or these Bylaws may be altered or
waived thereby, but to the extent they are not so altered or waived, these
Bylaws shall be applicable.

     Section 3.     Subsidiary Corporations .  Shares of the Corporation owned
by a subsidiary shall not be entitled to vote on any matter.

     Section 4.     Accounting Year .  The accounting year of the Corporation
shall be fixed by resolution of the Board of Directors.

     Section 5.     Form .  The corporate seal shall be circular in form, and
shall have inscribed thereon the name of the Corporation, the date of its
incorporation, and the word "Nevada" to indicate the Corporation was
incorporated pursuant to the laws of the State of Nevada.



<PAGE>
                            CERTIFICATE OF SECRETARY

          I, the undersigned, certify that:

1.        I am the duly elected and acting secretary of GTC Telecom Corp., a
Nevada corporation; and

2.        The foregoing Bylaws, consisting of 16 pages, are the Bylaws of this
Corporation as adopted by the Board of Directors in accordance with the
Nevada Business Corporation Act and that such Bylaws have not been amended and
are in full force and effect.

          IN WITNESS WHEREOF, I have subscribed my name and affixed the seal of
this Corporation on November 1, 1999.


                              /s/ Eric Clemons
                              Eric Clemons, Secretary