Exhibit 3.2

                             INTER-TEL, INCORPORATED
                             an Arizona Corporation

                                     BYLAWS

          (As adopted June 25, 1979; amended December 24, 1980; amended
        November 30, 1981; amended March 30, 1983; amended June 30, 1983;
          amended September 29, 1983; amended August 15, 1984; amended
                January 31, 1985; and amended November 2, 1995.)


                                    SECTION I

                           OFFICES AND CORPORATE SEAL

1.1 Principal Office. The known place of business of the Corporation which shall
also be known as its  principal  place of  business  shall be at the  address so
designated in the Articles of  Incorporation  or if no address is so designated,
at the office of its statutory  agent.  The address of the  Corporation's  known
place of  business  may be changed  from time to time by the Board in the manner
provided by the Arizona  Revised  Statutes and without  amending the Articles of
Incorporation.

1.2 Other Offices. The Corporation may also maintain offices at such other place
or  places,  either  within or  without  the State of  Arizona,  as the Board of
Directors may from time to time determine or the business of the Corporation may
require,  where the business of the  Corporation may be transacted with the same
effect as though done at the principal office.

1.3 Corporate  Seal. A corporate  seal shall not be requisite to the validity of
any instrument executed by or on behalf of the Corporation,  but nevertheless if
in any instance a corporate seal be used, the same shall, at the pleasure of the
officer  affixing the same, be either (a) a circle  having on the  circumference
thereof "Inter-Tel, Incorporated" and in the center "Incorporated 1969 Arizona,"
or (b) a circle  containing  the  words  "Corporate  Seal" on the  circumference
thereof.

                                    SECTION 2

                                  SHAREHOLDERS

2.1 Shareholder's  Meetings.  All meetings of shareholders shall be held at such
place as may be fixed  from  time to time by the Board of  Directors,  or in the
absence of direction by the Board of Directors, by the President or Secretary of
the  Corporation,  either  within or without the State of  Arizona,  as shall be
stated  in the  notice of the  meeting  or in a duly  executed  waiver of notice
thereof.

2.2 Annual Meetings.  Commencing in 1996, annual meetings of shareholders  shall
be held on the third Thursday in April,  if not a legal holiday,  and if a legal
holiday, then on the next secular day following,  or at such other date and time
as shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting. At the annual meeting,  shareholders entitled to vote
shall elect a Board of Directors  and transact  such other  business as properly
may be brought before the meeting.  The candidates receiving the greatest number
of votes, up to the number of Directors to be elected, shall be the Directors.

2.3 Notice of Annual Meetings.  Written notice of the annual meeting stating the
place, date and hour of the meeting shall be given to each shareholder  entitled
to vote at such  meeting  not less than ten nor more than fifty days  before the
date of the meeting.  The record date for determining  shareholders  entitled to
notice of or to vote at a meeting of shareholders shall not be more than seventy
nor less than ten days before the date of such  meeting,  nor more than  seventy
days nor less than ten days prior to any such  action,  as fixed by the Board of
Directors.  If no  record  date  is  fixed,  the  record  date  for  determining
shareholders entitled to notice of or to vote at a meeting of shareholders shall
be at 4:00 in the  afternoon  on the later of the day thirty days before the day
on  which  notice  is  given or the day  seventy  days  prior to the date of the
meeting.

2.4 List of Shareholders.  The officer who has charge of the stock ledger of the
Corporation  shall  prepare and make,  at least ten days before every meeting of
shareholders,  a  complete  list  of the  shareholders  entitled  to vote at the
meeting,  arranged  in  alphabetical  order,  and  showing  the  address of each
shareholder and the number of shares registered in the name of each shareholder.
Such list shall be open to the examination of any  shareholder,  for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days  prior to the  meeting,  either at a place  within  the city  where the
meeting  is to be held,  which  place  shall be  specified  in the notice of the
meeting, or, if not so specified,  at the place where the meeting is to be held.
The list shall also be  produced  and kept at the time and place of the  meeting
during the whole time thereof,  and may be inspected by any  shareholder  who is
present.

2.5 Special Meetings of Shareholders.  Special meetings of the shareholders, for
any  purpose  or  purposes,  unless  otherwise  prescribed  by statute or by the
Articles of Incorporation, may be called by the President and shall be called by
the President or Secretary at the request in writing of  shareholders  owning at
least ten percent (10%) in amount of the entire capital stock of the Corporation
issued and  outstanding  and  entitled  to vote.  Such  request  shall state the
purpose or purposes of the proposed meeting.

2.6  Notice  of  Special  Meeting.  Written  notice  of  a  special  meeting  of
shareholders  stating  in  reasonable  detail  the  place,  date and hour of the
meeting  and the purpose or  purposes  for which the meeting is called  shall be
given, not less than ten nor more than fifty days before the date of the meting,
to each shareholder entitled to vote at such meeting. Business transacted at any
special meeting of  shareholders  shall be limited to the purposes stated in the
notice. The record date for determining shareholders entitled to notice of or to
vote at a meeting of  shareholders  shall not be more than seventy nor less than
ten days before the date of such  meeting,  nor more than  seventy days nor less
than ten days prior to any such action,  as fixed by the Board of Directors.  If
no record date is fixed, the record date for determining  shareholders  entitled
to  notice of or to vote at a meeting  of  shareholders  shall be at 4:00 in the
afternoon  on the later of the day thirty days before the day on which notice is
given or the day seventy days prior to the date of the meeting.

2.7 Quorum and  Adjournment.  The holders of a majority of the stock  issued and
outstanding  and  entitled  to  vote  at  the  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
statute or by the Articles of Incorporation.  If, however, such quorum shall not
be present or represented at any meeting of the  shareholders,  the shareholders
entitled  to vote at the  meeting,  present in person or  represented  by proxy,
shall have power to adjourn the meeting from time to time,  without notice other
than  announcement  at  the  meeting,   until  a  quorum  shall  be  present  or
represented.  At such  adjourned  meeting at which a quorum  shall be present or
represented  any business may be transacted  which might have been transacted at
the meeting as originally  notified.  If the adjournment is for more than thirty
days,  or if after the  adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each shareholder of
record entitled to vote at the meeting.

2.8 Majority Required.  When a quorum is present at any meeting, the vote of the
holders  of a  majority  of the  voting  power  present,  whether  in  person or
represented  by proxy,  shall decide any question  brought  before such meeting,
unless the question is one upon which,  by express  provision of the statutes or
of the  Articles of  Incorporation,  a different  vote is required in which case
such express provision shall govern and control the decision of such question.

2.9 Voting.  Each  shareholder  shall at every  meeting of the  shareholders  be
entitled to one vote in person or by proxy for each share of the  capital  stock
having  voting  power held by such  shareholder,  but no proxy shall be voted or
acted upon after eleven  months from its date,  unless the proxy  provides for a
longer period.  No proxy shall be effective  unless in writing and in compliance
with (i) applicable law and (ii) such  reasonable  requirements  as the Board of
Directors may prescribe.  Unless demanded by a shareholder  present in person or
by proxy at any meeting of the  shareholders  and entitled to vote  thereat,  or
unless so  directed  by the  chairman of the  meeting,  the vote  thereat on any
question  need not be by ballot.  If such demand or direction is made, a vote by
ballot  shall be taken,  and each  ballot  shall be  signed  by the  shareholder
voting, or by his or her proxy, and shall state the number of shares voted.

2.10 Action Without Meeting. Any action required or permitted to be taken at any
meeting of shareholders 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 all of the outstanding  stock entitled to vote
with respect to the subject matter of the action.

2.11 Waiver of Notice. Attendance of a shareholder at a meeting shall constitute
waiver of notice of such meeting, except when the person attends the meeting for
the express purpose of objecting to the transaction of any business  because the
meeting is not lawfully called or convened.  Any shareholder may waive notice of
any annual or special  meeting of  shareholders by executing a written waiver of
notice either before or after the time of the meeting.

                                    SECTION 3

                                    DIRECTORS

3.1 Number.  The number of Directors  shall be  determined  from time to time by
resolution  adopted by a majority of the total  authorized  number of Directors.
Until  otherwise  determined  by  such  resolution,  the  authorized  number  of
Directors  shall be six. The Directors shall be elected at the annual meeting of
the shareholders, except as provided in 3.2 of this Section 3, and each Director
elected shall hold office until his or her  successor is elected and  qualified,
unless sooner  displaced.  Directors  need not be  shareholders.  Subject to the
limitations  imposed by applicable  law, the holders of a majority of the shares
then  entitled to vote at an election of the  Directors may remove a Director or
Directors (or all Directors) at any time,  with or without  cause.  Any Director
may resign at any time by giving written notice of his or her resignation to the
Corporation.  Any such  resignation  shall  take  effect  at the time  specified
therein,  or,  if the  time  when it shall  become  effective  is not  specified
therein,  it shall take effect  immediately upon its receipt by the President or
the Secretary;  and, unless otherwise specified therein,  the acceptance of such
resignation shall not be necessary to make it effective.

3.2  Vacancies.  Vacancies and newly created  Directorships  resulting  from any
increase in the  authorized  number of Directors  may be filled by a majority of
the Directors then in office,  though less than a quorum, or by a sole remaining
Director,  and the  Directors  so chosen shall hold office until the next annual
election and until their  successors are duly elected and shall qualify,  unless
sooner  displaced.  If there are no  Directors  in office,  then an  election of
Directors may be held in the manner provided by statute.

3.3 Powers.  The  business of the  Corporation  shall be managed by its Board of
Directors which may exercise all such powers of the Corporation, and do all such
lawful acts and things as are not by statute or by the Articles of Incorporation
or by  these  bylaws  directed  or  required  to be  exercised  or  done  by the
shareholders.

3.4  Place of  Meetings.  The Board of  Directors  of the  Corporation  may hold
meetings,  both  regular  and  special,  either  within or without  the State of
Arizona; and such meetings may be held by means of conference telephone or other
similar communications  equipment by means of which all persons participating in
the  meeting can hear each other.  Participation  in a meeting  pursuant to such
communication shall constitute presence in person at such meeting.

3.5 Annual  Meetings.  The first meeting of the newly elected Board of Directors
shall be held  immediately  following the annual meeting of shareholders  and in
the same place of the  annual  meeting  of  shareholders,  and no notice of such
meeting  shall be necessary to the newly  elected  Directors in order legally to
constitute  the meeting,  provided a quorum shall be present.  In the event such
meeting is not held,  the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter  provided for special meetings of the
Board of Directors,  or as shall be specified in a written  waiver by all of the
Directors.

3.6 Regular  Meetings.  Regular  meetings of the Board of Directors  may be held
without  notice and at such time and at such place as shall from time to time be
determined by the Board.

3.7 Special  Meetings.  Special meetings of the Board of Directors may be called
by the  President or the Secretary on 24 hours notice to each  Director,  either
personally or by mail or by telegram or by telephone;  special meetings shall be
called by the  President  or  Secretary in like manner and on like notice on the
written request of a majority of the Board of Directors.

3.8 Quorum.  At all meetings of the Board,  a majority of the  membership of the
Board of Directors  shall  constitute a quorum and the concurrence of a majority
of those  present  shall be  sufficient  to conduct  the  business of the Board,
except as may be otherwise  specifically  provided by statute or by the Articles
of  Incorporation.  If a quorum shall not be present at any meeting of the Board
of Directors, the Directors present thereat may adjourn the meeting from time to
time,  without  notice other than  announcement  at the meeting,  until a quorum
shall be present.

3.9 Action  Without  Meeting.  Unless  otherwise  restricted  by the Articles of
Incorporation  or these bylaws,  any action required or permitted to be taken at
any meeting of the Board of Directors or of any  committee  thereof may be taken
without a meeting, if all members of the Board or committee, as the case may be,
consent  thereto in  writing,  and the  writing or  writings  are filed with the
minutes of proceedings of the Board or committee.

3.10 Waiver of Notice.  Attendance of a director at a meeting  shall  constitute
waiver of notice of such meeting, except when the person attends the meeting for
the express purpose of objecting to the transaction of any business  because the
meeting is not lawfully called or convened. Any director may waive notice of any
annual, regular or special meeting of Directors by executing a written waiver of
notice either before or after the time of the meeting.

3.11 Executive Committee. There shall be an Executive Committee consisting of at
least three  members of the Board of Directors who shall be elected by the whole
Board at the first  meeting  of the Board of  Directors  following  each  annual
meeting of shareholders.  Members of the Executive  Committee shall serve at the
pleasure of the Board of Directors  and each member of the  Executive  Committee
may be  removed  with or  without  cause at any time by the  Board of  Directors
acting at a meeting or by unanimous  written  consent.  In the event any vacancy
occurs in the Executive  Committee,  the vacancy shall be filled by the Board of
Directors.  The Executive Committee shall have and may exercise the powers of he
Board of  Directors  and the  management  of the  business  and  affairs  of the
Corporation,  but no such  committee  shall have the  authority  of the Board of
Directors in reference to the following matters:

         1.  The  submission  to   shareholders  of  any  action  that  requires
shareholders' authorization or approval by law.

         2.  The  filling  of  vacancies  on the  Board of  Directors  or in any
committee of the Board of Directors.

         3. The amendment or repeal of the bylaws or the adoption of new bylaws.

         4. The fixing of  compensation of Directors for serving on the Board or
on any committee of the Board of Directors.

3.12  Additional  Standing  Committees.  The Board of Directors may from time to
time designate such additional standing committees as it may deem advisable. The
Board of Directors  shall delegate to such standing  committees  such functions,
duties and  responsibilities  as it may choose, and shall from time to time fix,
appoint and remove the members of such committees.

3.13 Special  Committees.  The Board of Directors may at any time designate such
special  committees  as it may  deem  advisable,  may  fix  the  duties  of such
committees, and appoint and remove their members.

3.14  Minutes  and  Records  of  Committees.  A  record  shall  be  kept  of the
proceedings and determinations of all standing committees and the reports of all
special  committees.  The minutes of the meetings of the Executive Committee and
other special and standing  committees (if such  committees  shall be organized)
shall be  preserved  in the same  manner as are  preserved  the  minutes  of all
meetings of the Board of Directors.

3.15  Compensation.  The  Directors  may be paid  their  expenses,  if  any,  of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each such 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  therefor.  Members
of special or standing committees may be allowed like compensation for attending
committee  meetings.  The amount or rate of such  compensation of members of the
Board of  Directors  or of  committees  shall  be  established  by the  Board of
Directors and shall be set forth in the minutes of the Board.

3.16  Vacancies.  Any vacancy in the Executive  Committee or any other committee
shall be filled by the vote of a majority of the whole Board.

3.17  Dissolution of Committees;  Removal of Committee  Members.  The Board,  by
resolution adopted by a majority of the whole Board, may, with or without cause,
dissolve the  Executive  Committee or any other  committee,  and with or without
cause, remove any member thereof.

                                    SECTION 4

                                    OFFICERS

4.1 Designation of Titles.  The officers of the  Corporation  shall be chosen by
the Board of Directors and shall be a President,  a Vice President,  a Secretary
and a Treasurer. The Board of Directors may also choose a Chairman of the Board,
additional vice presidents,  and one or more assistant secretaries and assistant
treasurers.  Any  number  of  offices,  except  the  offices  of  President  and
Secretary, may be held by the same person.

4.2  Appointment of Officers.  The Board of Directors at its first meeting after
each annual meeting of shareholders  shall choose a President,  one or more vice
presidents, a Secretary and a Treasurer, and may choose a chairman of the Board,
each of whom shall serve at the pleasure of the Board of Directors. The Board of
Directors  at any time may appoint  such other  officers  and agents as it shall
deem  necessary  who shall hold their  offices at the  pleasure  of the Board of
Directors and who shall exercise such powers and perform such duties as shall be
determined from time to time by the Board.  The power to appoint and remove such
agents may be delegated by the Board. the officers of the Corporation shall hold
office until their successors are chosen, or until sooner displaced. Any officer
elected by the Board of Directors may be removed,  with or without then serving.
Any vacancy  occurring in any office of the  Corporation by death,  resignation,
removal or otherwise shall be filled by the Board of Directors.  Any officer may
resign at any time by giving  written  notice of his or her  resignation  to the
Corporation.  Any such  resignation  shall  take  effect  at the time  specified
therein,  or,  if the  time  when it shall  become  effective  is not  specified
therein,  it shall take effect  immediately  upon its receipt by the Board,  the
President  or the  Secretary;  and,  unless  otherwise  specified  therein,  the
acceptance of such resignation shall not be necessary to make it effective.

4.3 Salaries.  The salaries of the officers  shall be fixed from time to time by
the Board of Directors and no officer  shall be prevented  from  receiving  such
salary  by  reason  of  the  fact  that  he or she is  also  a  Director  of the
Corporation.  The  salaries of the  officers or the rate by which  salaries  are
fixed  shall  be set  forth  in the  minutes  of the  meetings  of the  Board of
Directors, or if delegated to a committee in the minutes of such committee.

4.4 Vacancies. A vacancy in any office because of death,  resignation,  removal,
disqualification  or  otherwise  may be filled by the Board of  Directors at any
time.

4.5  Chairman of the Board.  The  chairman of the Board,  if one shall have been
appointed  and be  serving,  shall  preside  at all  meetings  of the  Board  of
Directors  and  shall  perform  such  other  duties  as may be from time to time
assigned to him or her.

4.6 President. The President shall preside at all meetings of shareholders,  and
if a  chairman  of the Board  shall  not have been  appointed  or,  having  been
appointed, shall not be serving or be absent, the President shall preside at all
meetings  of  the  Board  of  Directors.  He or  she  may  sign  all  deeds  and
conveyances,  all contracts and agreements,  and all other instruments requiring
execution on behalf of the Corporation, and shall act as operating and directing
head of the  Corporation,  subject  to  policies  established  by the  Board  of
Directors.  Unless the Board of Directors  specifies  otherwise,  the  President
shall  have  the  authority  to vote  (or  grant a proxy  with  respect  to) any
securities held or owned by the Corporation.

4.7  Vice  Presidents.  There  shall  be as many  vice  presidents  as  shall be
determined  from time to time and they shall  perform such duties as may be from
time to time assigned to them. Any one of the vice presidents,  as authorized by
the Board, shall have all the powers and perform all the duties of the President
in case  of the  temporary  absence  of the  President  or in case of his or her
temporary inability to act. In case of the permanent absence or inability of the
President to act, the office shall be declared  vacant by the Board of Directors
and a successor chosen by the Board.

4.8  Secretary.  The  Secretary  shall see that the  minutes of all  meetings of
shareholders,  of the Board and of any standing  committees  are kept. He or she
shall be the custodian of the corporate  seal,  and shall affix it to all proper
instruments  when deemed  advisable by him or her. He or she shall give or cause
to be given  required  notices of all  meetings of the  shareholders  and of the
Board of Directors.  He or she shall have charge of all the books and records of
the Corporation except the books of account and in general shall perform all the
duties  incident to the office of  Secretary of the  Corporation  and such other
duties as may be assigned to him or her.

4.9 Treasurer.  The Treasurer shall have general custody of all of the funds and
securities  of the  Corporation  except  such  as may be  required  by law to be
deposited  with any state  official;  he or she shall see to the  deposit of the
funds of the  Corporation  in such bank or banks as the Board of  Directors  may
designate. Regular books of account shall be kept under his or her direction and
supervision,  and he or she shall render financial  statements to the President,
Directors and  shareholders  at proper times. He or she shall have charge of the
preparation  and filing of such reports and financial  statements and returns as
may be required by law. He or she shall give to the  Corporation  such  fidelity
bond  as may be  required,  and  the  premium  therefor  shall  be  paid  by the
Corporation as an operating expense.

4.10 Assistant Secretaries. There may be such number of assistant secretaries as
the Board of Directors may from time to time fix, and such persons shall perform
such  functions  as may be from  time to time  assigned  to them.  No  assistant
secretary shall have power or authority to collect, account for, or pay over any
tax imposed by federal, state or city government.

4.11 Assistant  Treasurers.  There may be such number of assistant treasurers as
the Board of Directors may form time to time fix, and such persons shall perform
such  functions  as may be from  time to time  assigned  to them.  No  assistant
treasurer shall have the power or authority to collect, account for, or pay over
any tax imposed by any federal, state or city government.




                                    SECTION 5

                         REPEAL, ALTERATION OR AMENDMENT

These bylaws may be  repealed,  altered or amended or  substitute  bylaws may be
adopted only by a majority of the Board of Directors.



                           /s/ Thomas C. Parise
                           ----------------------------
                           Thomas C. Parise, President


ATTEST:

/s/ Kurt R. Kneip
---------------------
Kurt Kneip, Secretary