BY-LAWS

                                     OF

                             CELLUFONE CORPORATION
                            (a Delaware corporation)

                             _____________________

                                   ARTICLE I

                                  STOCKHOLDERS

          1. CERTIFICATES REPRESENTING STOCK. Certificates representing stock in
the corporation shall be signed by, or or in the name of, the corporation by the
Chairman or Vice-Chairman of the Board of Directors, if any, or by the President
or a  Vice-President  and by the  Treasurer  or an  Assistant  Treasurer  or the
Secretary  or an  Assistant  Secretary  of  the  corporation.  Any  or  all  the
signatures  on any such  certificate  may be a  facsimile.  In case any officer,
transfer  agent,  or registrar who has signed or whose  facsimile  signature has
been placed upon a certificate  shall have ceased to be such  officer,  transfer
agent, or registrar before such  certificate is issued,  it may be issued by the
corporation with the same effect as if he were such officer,  transfer agent, or
registrar at the date of issue.

          Whenever the  corporation  shall be  authorized to issue more than one
class of stock or more than one series of any class of stock,  and  whenever the
corporation  shall  issue any  shares of its stock as  partly  paid  stock,  the
certificates  representing  shares  of any such  class or  series or of any such
partly  paid stock  shall set forth  thereon the  statements  prescribed  by the
General  Corporation  Law. Any  restrictions  on the transfer or registration of
transfer  of any  shares  of  stock  of any  class  or  series  shall  be  noted
conspicuously on the certificate representing such shares.

          The corporation may issue a new certificate of stock or uncertificated
shares in place of any  certificate  theretofore  issued by it,  alleged to have
been lost,  stolen,  or  destroyed,  and the Board of Directors  may require the
owner  of  the  lost,   stolen,   or   destroyed   certificate,   or  his  legal
representative,  to give the  corporation  a bond  sufficient  to indemnify  the
corporation  against  any claim  that may be made  against  it on account of the
alleged loss,  theft, or destruction of any such  certificate or the issuance of
any such new certificate or uncertificated shares.

          2.  UNCERTIFICATED  SHARES.  Subject to any conditions  imposed by the
General  Corporation  Law, the Board of Directors of the corporation may provide
by resolution or resolutions that some or all of any or all classes or series of
the stock of the corporation shall be uncertificated shares. Within a reasonable
time  after  the  issuance  or  transfer  or  any  uncertificated   shares,  the
corporation  shall send to the  registered  owner  thereof  the  written  notice
prescribed by the General Corporation Law.

          3. FRACTIONAL SHARE  INTERESTS.  The corporation may, but shall not be
required  to,  issue  fractions of a share.  If the  corporation  does not issue
fractions of a share,  it shall (1) arrange for the  disposition  of  fractional
interests by those entitled thereto, (2) pay in cash the fair value of fractions
of a share as of the time when those  entitled  to receive  such  fractions  are
determined,   or  (3)  issue  scrip  or  warrants  in  registered  form  (either
represented by a certificate or uncertificated) or bearer form (represented by a
certificate)  which  shall  entitle  the holder to receive a full share upon the
surrender of such scrip or warrants  aggregating a full share. A certificate for
a fractional  share or an  uncertificated  fractional  share shall, but scrip or
warrants  shall not unless  otherwise  provided  therein,  entitle the holder to
exercise voting rights, to receive dividends thereon,  and to participate in any
of the  assets  of the  corporation  in the event of  liquidation.  The Board of
Directors  may cause scrip or warrants  to be issued  subject to the  conditions
that they shall become void if not exchanged for  certificates  representing the
full shares or uncertificated  full shares before a specific date, or subject to
the conditions that the shares for which scrip or warrants are  exchangeable may
be sold by the corporation and the proceeds  thereof  distributed to the holders
of scrip or  warrants,  or  subject to any other  conditions  which the Board of
Directors may impose.

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          4. STOCK  TRANSFERS.  Upon compliance with provisions  restricting the
transfer or registration  of transfer of shares of stock,  if any,  transfers or
registration  of transfers of shares of stock of the  corporation  shall be made
only on the stock ledger of the corporation by the registered holder thereof, or
by his attorney  thereunto  authorized  by power of attorney  duly  executed and
filed  with the  Secretary  of the  corporation  or with a  transfer  agent or a
registrar,  if any, and, in the case of shares  represented by certificates,  on
surrender of the certificate or  certificates  for such shares of stock properly
endorsed and the payment of all taxes due thereon.

          5. RECORD DATE FOR  STOCKHOLDERS.  For the purpose of determining  the
stockholders  entitled to notice of or to vote at any meeting of stockholders or
any adjournment  thereof,  or to express consent to corporate  action in writing
without a meeting,  or  entitled  to receive  payment of any  dividend  or other
distribution or the allotment of any rights,  or entitled to exercise any rights
in respect of any change, conversion, or exchange of stock or for the purpose of
any other lawful action, the directors may fix, in advance, a record date, which
shall not be more than sixty days nor less than ten days before the date of such
meeting,  nor more than sixty days prior to any other action.  If no record date
is fixed, the record date for determining  stockholders entitled to notice of or
to vote at a meeting of  stockholders  shall be at the close of  business on the
date next  preceding the day on which notice is given,  or, if notice is waived,
at the close of business on the day next preceeding the day on which the meeting
is held;  the  record  date for  determining  stockholders  entitled  to express
consent to corporate  acrion in writing without a meeting,  when no prior action
by the  Board of  Directors  is  necessary,  shall be the day on which the first
written consent is expressed;  and the record date for determining  stockholders
for any other  purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution  relating  thereto.  A determination of
stockholders  of  record  entitled  to notice  of or to vote at any  meeting  of
stockholders shall apply to any adjournment of the meeting;  provided,  however,
that the Board of Directors may fix a new record date for the adjourned meeting.

          6. MEANING OF CERTAIN TERMS. As used herein in respect of the right to
notice of a meeting of  stockholders  or a wavier  thereof or to  participate or
vote  thereat or to  consent or dissent in writing in lieu of a meeting,  as the
case may be,  the term  "share"  or  "shares"  or "share of stock" or "shares of
stock" or  "stockholder"  or  "stockholders"  refers to an outstanding  share or
shares of stock and to a holder or  holders of record of  outstanding  shares of
stock when the  corporation  is  authorized to issue only one class of shares of
stock,  and said reference is also intended to include any outstanding  share or
shares of stock and any  holder or holders  of record of  outstanding  shares of
stock of any class  upon  which or upon whom the  certificate  of  incorporation
confers  such rights  where there are two or more classes or series of shares of
stock or upon which or upon whom the General Corporation Law confers such rights
notwithstanding  that the certificate of incorporation may provide for more than
one class or series of  shares  of stock,  one or more of which are  limited  or
denied such rights thereunder;  provided, however, that no such right shall vest
in the event of an increase or a decrease in the authorized  number of shares of
stock of any class or series which is otherwise  denied  voting rights under the
provisions of the certificate of  incorporation,  except as any provision of law
may otherwise require.

     7.   STOCKHOLDER MEETINGS.

          - TIME.  The annual  meeting shall be held on the date and at the time
fixed,  from time to time,  by the  directors,  provided,  that the first annual
meeting shall be held on a date within thirteen months after the organization of
the  corporation,  and each  successive  annual  meeting shall be held on a date
within thirteen months after the date of the preceding annual meeting. A special
meeting shall be held on the date and at the time fixed by the directors.

          - PLACE.  Annual  meetings and special  meetings shall be held at such
place, within or without the State of Delaware,  as the directors may, from time
to time, fix.  Whenever the directors shall fail to fix such place,  the meeting
shall  be held at the  registerd  office  of the  corporation  in the  State  of
Delaware.

          - CALL.  Annual  meetings  and special  meetings  may be called by the
directors or by any officer instructed by the directors to call the meeting.

          - NOTICE OR WAIVER OF NOTICE.  Written notice of all meetings shall be
given,  stating the place,  date,  and hour of the meeting and stating the place
within  the  city or  other  municipality  or  community  at  which  the list of
stockholders of the corporation may be examined. The notice of an annual meeting
shall state that the meeting is called for the election of directors and for the
transaction of other  business  which may properly come before the meeting,  and
shall,  (if any other action which could be taken at a special  meeting is to be
taken at such annual  meeting)  state the purpose or  purposes.  The notice of a

<PAGE>

special  meeting shall in all instances  state the purpose or purposes for which
the  meeting is called.  The notice of any  meeting  shall also  include,  or be
accompanied by, any additional statements,  information, or documents prescribed
by the General  Corporation  Law.  Except as  otherwise  provided by the General
Corporation Law, a copy of the notice of any meeting shall be given,  personally
or by mail,  not less than ten days nor more than sixty  days  before the day of
the meeting,  unless the lapse of the prescribed  period of time shall have been
waived,  and directed to each stockholder at his record address or at such other
address  which he may have  furnished by request in writing to the  Secretary of
the corporation. Notice by mail shall be deemed to be given when deposited, with
postage thereon prepaid, in the United States Mail. If a meeting is adjourned to
another time, not more than thirty days hence,  and/or to another place,  and if
an  announcement  of the adjourned time and/or place is made at the meeting,  it
shall not be  necessary  to give  notice of the  adjourned  meeting  unless  the
directors,  after adjournment,  fix a new record date for the adjourned meeting.
Notice  need not be given to any  stockholder  who  submits a written  waiver of
notice  signed by him before or after the time stated  therein.  Attendance of a
stockholder at a meeting of stockholders  shall constitute a waiver of notice of
such meeting,  except when the  stockholder  attends the meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business  because the meeting is not lawfully  called or  convened.  Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the stockholders need be specified in any written waiver of notice.

          - STOCKHOLDER  LIST. The officer who has charge of the stock ledger of
the corporation  shall,  prepare and make, at least ten day before every meeting
of stockholders,  a complete list of the stockholders,  arranged in alphabetical
order,  and  showing the  address of each  stockholder  and the number of shares
registered  in the  name of each  stockholder.  Such  list  shall be open to the
examination of any stockholder,  for any purpose germane to the meeting,  during
ordinary business hours, for a period of at least ten days prior to the meeting,
either at a palce within the city or other  municipality  or community 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  stockholder  who is
present.  The  stock  ledger  shall  be the  only  evidence  as to who  are  the
stockholders  entitled to examine the stock  ledger,  the list  required by this
section  or  the  books  of the  corporation,  or to  vote  at  any  meeting  of
stockholders.

          - CONDUCT OF MEETING.  Meetings of the stockholders  shall be presided
over by one of the  following  officers in the order of seniority and if present
and acting - the Chairman of the Board, if any, the  Vice-Chairman of the Board,
if any, the Vice-Chairman of the Board, if any, the President, a Vice-President,
or, if none of the foregoing is in office and present and acting,  by a chairman
to be chosen by the  stockholders.  The Secretary of the corporation,  or in his
absence, an Assistant Secretary, shall act as secretary of every meeting, but if
neither the Secretary nor an Assistant  Secretary is present the Chairman of the
meeting shall appoint a secretary of the meeting.

          - PROXY REPRESENTATION. Every stockholder may authorize another person
or persons  to act for him by proxy in all  matters  in which a  stockholder  is
entitled to  participate,  whether by waiving  notice of any meeting,  voting or
participating at a meeting,  or expressing consent or dissent without a meeting.
Every proxy must be signed by the  stockholder  or by his  attorney-in-fact.  No
proxy  shall be voted or acted upon after  three years from its date unless such
proxy provides for a longer period.  A duly executed proxy shall be irreovocable
if it states that it is irrevocable  and, if, and only as long as, it is coupled
with an interest  sufficient in law to support an irreovcable power. A proxy may
be made irrevocable  regardless of whether the interest with which it is coupled
is an interest in the stock itself or an interest in the corporation generally.

          - INSPECTORS.  The directors, in advance of any meeting, may, but need
not,  appoint  one or more  inspectors  of election to act at the meeting or any
adjournment thereof. If an inspector or inspectors are not appointed, the person
presiding at the meeting may, but not need,  appoint one or more inspectors.  In
case any person who may be appointed as an inspector fails to appear or act, the
vacancy may be filled by  appointment  made by the  directors  in advance of the
meeting or at the meeting by the person  presiding  threat.  Each inspector,  if
any,  before  entering upon the discharge of his duties,  shall take and sign an
oath  faithfully  to execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability.  The inspectors,  if any,
shall  determine the number of shares of stock  outstanding and the voting power
of each,  the shares of stock  represented  at the meeting,  the  existence of a
quorum, the validity and effect of proxies,  and shall receive votes, ballots or
consents,  hear and determine all challenges and questions arising in connection
with the right to vote,  count and  tabulate  all votes,  ballots  or  consents,
determine the result,  and do such acts as are proper to conduct the election or
vote with fairness to all  stockholders.  On request of the person  presiding at
the meeting, the inspector or inspectors, if any, shall make a report in writing
of any  challenge,  question or matter  determined  by him or them and execute a
certificate of any fact found by him or them.

          - QUORUM. The holders of a majority of the outstanding shares of stock
shall  constitute a quorum at a meeting of  stockholders  for the transaction of
any  business.  The  stockholders  present may adjourn the meeeting  despite the
absence of quorum.

<PAGE>

          - VOTING.  Each share of stock shall entitle the holder thereof to one
vote. In the election of  directors,  a plurality of the votes cast shall elect.
Any other  action  shall be  authorized  by a majority  of the votes cast except
where the General  Corporation  Law  prescribes a different  percentage of votes
and/or a different  exercise  of voting  power,  and except as may be  otherwise
prescribed  by the  provisions of the  certificate  of  incorporation  and these
By-Laws. In the election of directors, and for any other action, voting need not
be by ballot.

          8.  STOCKHOLDER  ACTION WITHOUT  MEETINGS.  Any action required by the
General  Corporation  Law to be  taken  at any  annual  or  special  meeting  of
stockholders,  or any action which may be taken at any annual or special meeting
of  stockholders,  may be taken  without a  meeting,  without  prior  notice and
without a vote,  if a consent  in  writing,  setting  forth the action so taken,
shall be signed by the  holders of  outstanding  stock  having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares  entitled  to vote  thereon  were  present  and
voted.  Prompt notice of the taking of the corporate action without a meeting by
less than unanimous  written  consent shall be given to those  stockholders  who
have not consented in writing.

                                   ARTICLE II

                                   DIRECTORS

          1.  FUNCTIONS  AND  DEFINITION.   The  business  and  affairs  of  the
corporatiom shall be managed by or under the direction of the Board of Directors
of the  corporation.  The Board of Directors shall have the authority to fix the
compensation of the members thereof.  The use of the phrase "whole board" herein
refers to the total  number of  directors  which the  corporation  would have if
there were no vacancies.

          2. QUALIFICATIONS AND NUMBER. A director need not be a stockholder,  a
citizen  of the  United  States,  or a resident  of the State of  Delaware.  The
initial Board of Directors shall consist of one person. Thereafter the number of
directors  constituting  the whole board  shall be at least one.  Subject to the
foregoing  limitation  and except for the first Board of Directors,  such number
may be  fixed  from  time  to  time  by  action  of the  stockholders  or of the
directors,  or, if the number is not fixed,  the number shall be one. The number
of directors may be increased or decreased by action of the  stockholders  or of
the directors.

          3. ELECTION AND TERM. The first Board of Directors, unless the members
thereof  shall have been named in the  certificate  of  incorporation,  shall be
elected by the  incorporator  or  incorporators  and shall hold office until the
first annual meeting of  stockholders  and until their succesors are elected and
qualified or until their earlier resignation or removal. Any director may resign
at any time upon written notice to the  corporation.  Thereafter,  directors who
are elected at an annual meeting of stockholders,  and directors who are elected
in the interim to fill  vacancies  and newly created  directorships,  shall hold
office until the next annual meeting of stockholders  and until their successors
are elected and qualified or until their earlier  resignation or removal. In the
interim  between  annual  meetings  of  stockholders  or of special  meetings of
stockholders  called for the election of directors and/or for the removal of one
or more directors and for the filling of any vacancy in that  connection,  newly
created  directorships  and any vacancies in the Board of  Directors,  including
unfilled vacancies  resulting from the removal of directors for cause or without
cause,  may be filled by the vote of a majority of the remaining  directors then
in office, although less than a quorum, or by the sole remaining director.

      4.     MEETINGS.

             TIME.  Meetings shall be held at such  time as the Board shall fix,
except  that the first  meeting of a newly  elected  Board shall be held as soon
after its election as the directors may conveniently assemble.

             PLACE.  Meetings  shall be held at such place within or without the
State of Delaware as shall be fixed by the Board.

             CALL.  No call shall be required for regular meetings for which the
time and place  have been  fixed.  Special  meetings  may be called by or at the
direction of the Chairman of the Board, if any, the  Vice-Chairman of the Board,
if any, of the President, or of a majority of the directors in office.

             NOTICE  OR  ACTUAL  OR  CONSTRUCTIVE  WAIVER.  No  notice  shall be
required  for  regular  meetings  for which the time and place have been  fixed.
Written,  oral, or any other mode of notice of the time and place shall be given
for  special  meetings in  sufficient  time for the  convenient  assembly of the
directors thereat.  Notice need not be given to any director or to any member of
a committee of directors  who submits a written  waiver of notice  signed by him
before or after the time  stated  therein.  Attendance  of any such  person at a
meeting  shall  constitute  a waiver of notice of such  meeting,  except when he
attends a meeting for the express purpose of objecting,  at the beginning of the
meeting,  to the transaction of any business because the meeting is not lawfully
called or convened.  Neither the business to be  transacted  at, nor the purpose
of, any regular or special  meeting of the  directors  need be  specified in any
written waiver of notice.

             QUORUM AND ACTION. A majority of the whole Board shall constitute a
quorum,  except when a vacancy or vacancies prevents such majority,  whereupon a
majority of the directors in office shall  constitute a quorum,  provided,  that
such majority shall constitute at least one-third of the whole Board. A majority
of the  directors  present,  whether or not a quorum is  present,  may adjourn a
meeting to another  time and place.  Except as herein  otherwise  provided,  and
except as  otherwise  provided by the General  Corporation  Law, the vote of the
majority  of the  directors  present  at a meeting  at which a quorum is present
shall be the act of the Board.  The quorum and voting  provisions  herein stated
shall  not be  construed  as  conflicting  with any  provisions  of the  General
Corporation  Law and these By-Laws  which govern a meeting of directors  held to
fill  vacancies  and  newly  created  directorships  in the  Board or  action of
disinterested directors.

             Any member or members of the Board of Directors or of any committee
designated by the Board,  may participate in a meeting of the Board, or any such
committee,  as the case may be,  by means of  conference  telephone  or  similar
communications  equipment  by means of which all  persons  participating  in the
meeting can hear each other.

<PAGE>

             CHAIRMAN OF THE MEETING.  The Chairman of the Board,  if any and if
present and acting, shall preside at all meetings.  Otherwise, the Vice-Chairman
of the Board, if any and if present and acting, or the President, if present and
acting, or any other director chosen by the Board, shall preside.

             5. REMOVAL OF DIRECTORS. Except as may otherwise be provided by the
General  Corporation  Law, any director or the entire Board of Directors  may be
removed,  with or without cause, by the holders of a majority of the shares then
entitled to vote at an election of directors.

             6. COMMITTEES.  The Board of Directors may, by resolution passed by
a majority of the whole Board, designate one or more committees,  each committee
to consist of one or more of the  directors  of the  corporation.  The Board may
designate one or more directors as alternate  members of any committee,  who may
replace any absent or  disqualified  member at any meeting of the committee.  In
the  absence  or  disqualification  of any  member  of  any  such  committee  or
committees,  the  member or  members  thereof  present  at any  meeting  and not
disqualified  from voting,  whether or not he or they  constitute a quorum,  may
unanimously  appoint  another  member  of the Board of  Directors  to act at the
meeting  in the  place of any  such  absent  or  disqualified  member.  Any such
committee, to the extent provided in the resolution of the Board, shall have and
may  exercise  the  powers  and  authority  of the  Board  of  Directors  in the
management of the business and affairs of the corporation  with the exception of
any  authority  the  delegation  of which is  prohibited  by Section  141 of the
General  Corporation  Law, and may authorize the seal of the  corporation  to be
affixed to all papers which may require it.

             7. WRITTEN ACTION.  Any action required or permitted to be taken at
any  meeting of the Board of  Directors  or 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,  land the  writing or  writings  are filed with the
minutes of proceedings of the Board or committee.

                                   ARTICLE III

                                    OFFICERS

          The  officers  of the  corporation  shall  consist of a  President,  a
Secretary, a Treasurer, and if deemed necessary,  expedient, or desirable by the
Board of Directors,  a Chairman of the Board, a  Vice-Chairman  of the Board, an
Executive  Vice-President,  one or  more  other  Vice-Presidents,  one  or  more
Assistant Secretaries, one or more Assistant Treasurers, and such other officers
with such titles as the resolution of the Board of Directors choosing them shall
designate. Except as may otherwise be provided in the resolution of the Board of
Directors  choosing him, no officer other than the Chairman or  Vice-Chairman of
the Board,  if any, need to be a director.  Any number of offices may be held by
the same person, as the directors may determine.

          Unless otherwise provided in the resolution choosing him, each officer
shall be chosen for a term which shall  continue  until the meeting of the Board
of Directors  following the next annual  meeting of  stockholders  and until his
successor shall have been chosen and qualified.

<PAGE>

          All officers of the corporation  shall have such authority and perform
such duties in the  management  and  operation  of the  corporation  as shall be
prescribed in the resolutions of the Board of Directors designating and choosing
such  officers and  prescribing  their  authority and duties and shall have such
additional  authority and duties,  as are incident to their office except to the
extent that such resolutions may be inconsistent therewith.  The Secretary or an
Assistant  Secretary of the  corporation  shall record all of the proceedings of
all meetings and actions in writing of stockholders,  directors,  and committees
of  directors,  and shall  exercise such  additional  authority and perform such
additional  duties as the Board shall assign to him. Any officer may be removed,
with or without cause, by the Board of Directors.  Any vacancy in any office may
be filled by the Board of Directors.

                                   ARTICLE IV

                                 CORPORATE SEAL

          The  corporate  seal  shall be in such form as the Board of  Directors
shall prescribe.

                                    ARTICLE V

                                   FISCAL YEAR

          The  fiscal  year of the  corporation  shall be  fixed,  and  shall be
subject to change, by the Board of Directors.

                                   ARTICLE VI

                              CONTROL OVER BY-LAWS

          Subject to the provisions of the certificate of incorporation  and the
provisions of the General  Corporation Law, the power to amend,  alter or repeal
these  By-Laws  and the  adopt  new  By-Laws  may be  exercised  by the Board of
Directors or by the stockholders.