AMENDED AND RESTATED BY-LAWS

                                       OF

                           KMC TELECOM HOLDINGS, INC.

                         As Adopted as of April 1, 2000

                                    ARTICLE I

                                     Offices

      SECTION 1. OFFICES.  The Corporation  shall maintain its registered office
in the State of Delaware at 1209 Orange Street,  in the City of Wilmington,  New
Castle County,  and its resident agent at such address is The Corporation  Trust
Company.  The  Corporation  may also have  offices in such  other  places in the
United  States or elsewhere as the Board of  Directors  may,  from time to time,
appoint or as the business of the Corporation may require.

                                   ARTICLE II

                                  Stockholders

     SECTION 1. ANNUAL  MEETINGS.  Annual  meetings of the  stockholders  of the
Corporation  for the election of Directors and for such other business as may be
conducted at such meeting  shall be held on such date,  at such time and at such
place  within or without the State of Delaware as the Board of  Directors  shall
determine by resolution and set forth in the notice of the meeting. In the event
the Board of Directors  fails to so determine  the time,  date and place for the
annual meeting, it shall be held,  beginning in 1998, at the principal office of
the Corporation at 11:00 a.m. on the third Monday in March of each year.

     SECTION 2. SPECIAL  MEETINGS.  Special  meetings of the stockholders of the
Corporation  for any  purpose  may be  called  by  resolution  of the  Board  of
Directors,  the Chairman of the Board, if one is elected, or in the event of his


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absence or the vacancy of such office,  the Chief Executive  Officer,  or in the
event of his absence or the vacancy of such office,  the  President and shall be
called by the Chairman of the Board,  if one is elected,  or in the event of his
absence or the vacancy of such office,  the Chief Executive  Officer,  or in the
event of his  absence  or the  vacancy  of such  office,  the  President  or the
Secretary upon the written request of at least  twenty-five  percent in interest
of the  stockholders  entitled to vote at such  meeting.  Notice of each special
meeting shall be given in accordance with Section 3 of this Article II.

     SECTION  3.  NOTICE OF  MEETINGS.  Written  notice of each  meeting  of the
stockholders of the  Corporation  shall be given not less than ten (10) nor more
than sixty (60) days before the date of any such meeting to each  stockholder of
record  entitled to vote thereat and shall be mailed to or delivered  personally
to  each  stockholder  at  his  address  as it  appears  on the  records  of the
Corporation. The notice shall state the place, date and time of the meeting and,
in the case of a special meeting,  the purposes for which the meeting is called.
Except  where  prohibited  by law, the  Certificate  of  Incorporation  or these
By-Laws,  business not set forth in the notice of meeting may also be transacted
at such  meeting,  provided only that such  business  properly  comes before the
meeting.

     SECTION 4. QUORUM.  Except as otherwise required by law, the Certificate of
Incorporation  or these  By-Laws,  the presence,  in person or by proxy,  at any
meeting of the  stockholders,  of the holders of a majority  of the  outstanding
shares of stock of the Corporation  entitled to vote thereat shall  constitute a
quorum thereof.

     SECTION 5. ADJOURNED MEETINGS.  Whether or not a quorum shall be present at
any  meeting  of  the  stockholders,  a  majority  of  the  stockholders  of the
Corporation entitled to vote at such meeting, present in person or by proxy, may
adjourn the meeting to another time, place and date without notice other than by
announcement at the meeting so adjourned.  Any business may be transacted at any


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adjourned  meeting  that could have been  transacted  at the meeting  originally
noticed, but only those stockholders  entitled to vote at the meeting originally
noticed shall be entitled to vote at any adjourned  meeting.  If the adjournment
is for more  than  thirty  (30)  days  from the date of the  meeting  originally
noticed, or if a new record date is fixed for the adjourned meeting, a notice of
the adjourned  meeting shall be given to each  stockholder of record entitled to
vote at the adjourned meeting.

     SECTION 6. ORGANIZATION.  The Chairman of the Board, if one is elected, or,
in the event of his absence or the vacancy of such office,  the Chief  Executive
Officer,  or, in the event of his  absence or the  vacancy of such  office,  the
President of the Corporation  shall preside at all meetings of the stockholders.
In the absence of the Chairman of the Board,  the Chief Executive  Officer,  the
President,  and the  Secretary  the  holders of a majority  of the shares of the
Corporation, present in person or by proxy, entitled to vote thereat shall elect
a Chairman.

     The Secretary of the Corporation  shall act as Secretary of all meetings of
the  stockholders,  and in his  absence,  the  Chairman of the Board,  if one is
elected, or in the event of his absence or the vacancy of such office, the Chief
Executive Officer, or in the event of his absence or the vacancy of such office,
the President, may appoint a person to act as Secretary of such meeting.

     A complete  list of  stockholders  entitled  to vote at any  meeting of the
stockholders,  arranged  in  alphabetical  order,  showing  the  address of each
stockholder and the number of shares  registered in the name of each stockholder
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 (10)
days prior to the meeting either at a place within the city where the meeting is
to be held, which shall be specified in the notice of the meeting,  or if not so


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specified,  of the place where the meeting is to be held. The list shall also be
produced and kept at the meeting and may be inspected by any  stockholder who is
present.

     SECTION 7.  VOTING.  Each  stockholder  shall be entitled  to one vote,  in
person or by  proxy,  for each  share of the  capital  stock of the  Corporation
registered in his name. Upon the demand of any  stockholder  entitled to vote at
any meeting,  the vote upon any matter  before such meeting  shall be by written
ballot. Directors shall be elected by a plurality of the vote. All other matters
shall be authorized by majority vote unless otherwise required by these By-Laws,
the Certificate of Incorporation or by law.

     SECTION  8.   INSPECTORS.   The  Chairman   presiding  at  any  meeting  of
stockholders  shall have the power,  in his  discretion,  to appoint one or more
persons to act as Inspectors,  to receive,  canvass and report the votes cast by
stockholders at such meeting,  but no candidate for the office of director shall
be appointed as inspector at any meeting for the election of  directors.  If any
person  so  appointed  fails to  appear  or act,  the  vacancy  may be filled by
appointment in like manner.

     SECTION 9. CONSENT OF  STOCKHOLDERS  IN LIEU OF MEETING.  Unless  otherwise
provided in the Certificate of Incorporation, any action required to be taken or
which may be taken at any annual or special  meeting of the  stockholders of the
Corporation,  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 corporate action taken without a meeting by less than unanimous
written consent shall be given to those  stockholders  who have not consented in
writing.


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                                   ARTICLE III

                              Intentionally Omitted

                                   ARTICLE IV

                                    Officers

     SECTION 1.  OFFICERS.  The  officers  of the  Corporation  shall be a Chief
Executive Officer, a President,  one or more Vice Presidents,  a Secretary and a
Treasurer,  all of whom shall be elected by the Board of Directors. In addition,
the Board of  Directors  may elect a Chairman  of the Board,  a Chief  Financial
Officer, one or more Assistant Secretaries and one or more Assistant Treasurers.
The  initial  officers  shall be  elected  at the first  meeting of the Board of
Directors and,  thereafter at the  organization  meeting of the Board after each
annual  meeting of the  stockholders.  All  officers  shall  hold  office at the
pleasure of the Board of  Directors.  Officers  may, but need not, be Directors.
Any number of offices may be held by the same person.  In addition to the powers
and duties of the officers of the Corporation as set forth in these By-Laws, the
officers shall have such authority and shall perform such duties as from time to
time may be determined by the Board of Directors.

     SECTION 2.  RESIGNATION  AND REMOVAL.  Any officer of the  Corporation  may
resign at any time.  Such  resignation  shall be made in writing  and shall take
effect at the time specified therein,  and if no time is specified,  at the time


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of its receipt by the Chairman of the Board, if one is elected,  Chief Executive
Officer,  President, or Secretary.  The acceptance of a resignation shall not be
necessary to make it effective.

     SECTION 3.  VACANCIES.  Any  vacancy  caused by the death,  resignation  or
removal of any officer may be filled by the Board of Directors.

     SECTION 4. POWERS AND DUTIES OF THE CHAIRMAN OF THE BOARD.  The Chairman of
the Board, if one is elected, must be a director of the Corporation.  Subject to
the control of the Board of  Directors,  the Chairman of the Board shall perform
all duties  incident to the office of Chairman of the Board. He shall preside at
all meetings of the  stockholders and the Board of Directors and shall have such
other  powers and perform such other duties as may from time to time be assigned
to him by these By-Laws or by the Board of Directors.

     SECTION  5.  POWERS AND DUTIES OF THE CHIEF  EXECUTIVE  OFFICER.  The Chief
Executive  Officer of the Corporation,  and, subject to the control of the Board
of  Directors,  shall have general  charge and control of all the  Corporation's
business and affairs and shall perform all duties  incident to the office of the
chief executive officer. Subject to the directions of the Board of Directors, he
shall also have  general  supervision  of the  policies  and  operations  of the
Corporation  and  shall  see that all  orders  and  resolutions  of the Board of
Directors  are  carried  into  effect.   He  shall  manage  and  administer  the
Corporation's  business and shall have the authority to sign, in the name and on
behalf of the Corporation,  checks, orders, contracts, leases, notes, drafts and
other  documents  and  instruments  in  connection  with  the  business  of  the
Corporation,  and  together  with  the  Secretary  or  an  Assistant  Secretary,
conveyances of real estate and other documents and instruments to which the seal
of the  Corporation  is  affixed.  He shall  have  the  authority  to cause  the
employment or appointment of such employees and agents of the Corporation as the
conduct  of  the  business  of  the  Corporation  may  require,   to  fix  their


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compensation,  and to  remove  or  suspend  any  employee  or agent  elected  or
appointed  by the  President  or the Board of  Directors.  The  Chief  Executive
Officer  shall perform such other duties and have such other powers as the Board
of Directors may from time to time prescribe.

     SECTION 6. POWERS AND DUTIES OF THE PRESIDENT.  In the absence, the vacancy
of such office or refusal of the Chief  Executive  Officer to act, the President
shall be the chief  executive  officer of the  Corporation  and,  subject to the
control of the Board of Directors,  shall have general charge and control of all
its  operations  and shall  perform  all  duties  incident  to the office of the
President.  The President  shall perform such duties and exercise such powers as
may be  assigned  to him from time to time by the Chief  Executive  Officer.  He
shall also have such other powers and perform such other duties as may from time
to time be assigned to him by the Board of Directors.

     SECTION 7. POWERS AND DUTIES OF THE VICE  PRESIDENTS.  Each Vice President,
if any are  elected,  (of  whom  one or more may be  designated  Executive  Vice
President)  shall have such powers and  perform  such duties as may from time to
time be assigned to him by the Board of Directors, the Chairman of the Board, if
one is elected, the Chief Executive Officer, or the President.

     SECTION 8. POWERS AND DUTIES OF THE SECRETARY. The Secretary shall keep the
minutes of all meetings of the Board of Directors and the  stockholders in books
provided for that purpose;  he shall cause all notices of the  Corporation to be
given;  he shall have custody of the corporate seal of the Corporation and shall
affix the same to such documents and other papers as the Board of Directors, the
Chief Executive  Officer or the President  shall authorize and direct;  he shall
have charge of the stock certificate books, transfer books and stock ledgers and
such  other  books and  papers as the Board of  Directors,  the Chief  Executive
Officer or the President  shall direct.  He shall perform all duties incident to


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the office of Secretary  and shall also have such other powers and shall perform
such other  duties as may from time to time be assigned to him by these  By-Laws
or the Board of  Directors,  the Chairman of the Board,  if one is elected,  the
Chief Executive Officer or the President.

     SECTION 9. POWERS AND DUTIES OF THE  TREASURER.  The  Treasurer  shall have
custody of all funds, securities,  evidences of indebtedness and other valuables
of the  Corporation  and shall keep full and  accurate  accounts of receipts and
disbursements in books belonging to the Corporation. He shall deposit all moneys
and other valuables to the credit of the Corporation in such depositaries as the
Board of Directors may designate. He shall disburse the funds of the Corporation
as may be ordered by the Board of Directors,  the Chief Executive Officer or the
President  and shall render to the Chief  Executive  Officer,  the President and
Board of Directors  upon their request,  a report of the financial  condition of
the  Corporation.  The Treasurer shall perform all duties incident to the office
of Treasurer  and shall also have such other powers and shall perform such other
duties as may from time to time be  assigned  to him by the Board of  Directors,
the Chairman of the Board, if one is elected, the Chief Executive Officer or the
President.

     SECTION 10.  ADDITIONAL  OFFICERS.  The Board of  Directors  may elect such
other officers  including a Chief  Financial  Officer,  a Controller,  Assistant
Treasurers,  Assistant  Secretaries  and  Assistant  Controllers,  as they  deem
advisable  and such  officers  shall have such  authority and shall perform such
duties as may from time to time be assigned  to them by the Board of  Directors,
the Chairman of the Board, if one is elected, the Chief Executive Officer or the
President.


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     SECTION 11. GIVING OF BOND BY OFFICERS. All officers of the Corporation, if
required  to do so by  the  Board  of  Directors,  shall  furnish  bonds  to the
Corporation for the faithful  performance of their duties, in such penalties and
with such conditions and security as the Board shall require.

     SECTION 12. OWNERSHIP OF STOCK OF ANOTHER CORPORATION.  The Chairman of the
Board,  if one is elected,  the Chief  Executive  Officer,  the President or the
Treasurer or such other officer as shall be authorized by the Board of Directors
shall have power and  authority  on behalf of the  Corporation  to attend and to
vote at any meetings of stockholders of any corporation in which the Corporation
may hold stock,  and shall  possess and may  exercise any and all of the rights,
powers  and  privileges  incident  to the  ownership  of such  stock at any such
meetings;  and shall have power and authority to execute and deliver proxies and
consents on behalf of this  Corporation in connection  with the exercise by this
Corporation of the rights and powers incident to the ownership of such stock.

     SECTION 13. COMPENSATION OF OFFICERS. The officers of the Corporation shall
be entitled to receive such  compensation  for their services as shall from time
to time be determined by the Board of Directors.

     SECTION 14. CONTRACTS AND OTHER DOCUMENTS. The Chief Executive Officer, the
President or  Treasurer,  or such other  officer or officers as may from time to
time be  authorized  by the  Board of  Directors  shall  have  power to sign and
execute on behalf of the Corporation deeds,  conveyances and contracts,  and any
and all other documents requiring execution by the Corporation.


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     SECTION 15.  DELEGATION  OF DUTIES.  The Board of Directors may delegate to
another  officer the powers or duties of any officer,  in case of such officer's
absence,  the  vacancy  of such  office or refusal to  exercise  such  powers or
perform such duties.

                                    ARTICLE V

                             Stock-Seal-Fiscal Year

     SECTION 1.  CERTIFICATES FOR SHARES OF STOCK. The shares of the Corporation
shall be  represented by  certificates,  which shall be numbered and shall be in
such form as the Board of Directors may, from time to time  prescribe;  provided
that the Board of Directors may provide by resolution that some or all of any or
all  classes or series of its stock  shall be  uncertificated  shares.  Any such
resolution  shall not apply to shares  represented  by a certificate  until such
certificate is surrendered to the Corporation.  Notwithstanding  the adoption of
such a resolution by the Board of Directors,  every holder of stock  represented
by certificates and upon request every holder of uncertificated  shares shall be
entitled to have a certificate  signed by, or in the name of the  Corporation by
the Chairman of the Board, if one is elected,  the Chief Executive  Officer,  or
the  President  or a  Vice-President,  and  by  the  Treasurer  or an  Assistant
Treasurer, or the Secretary or an Assistant Secretary representing the number of
shares  registered  in  certificate  form.  Any or  all  the  signatures  on the
certificate  may be a  facsimile.  The Board of  Directors  shall  have power to
appoint  one  or  more  transfer  agents  or  registrars  for  the  transfer  or
registration of  certificates of stock of any class,  and may require that stock
certificates  shall be  countersigned  by one or more  such  transfer  agents or
registrars.  If 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


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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.  The name of the
person owning the shares represented  thereby with the number of such shares and
the date of issue thereof shall be entered on the books of the Corporation.

     Except  as  hereinafter  provided,  all  certificates  surrendered  to  the
Corporation  for transfer shall be canceled,  and no new  certificates  shall be
issued  until  former  certificates  for the same  number  of  shares  have been
surrendered.

     SECTION 2. LOST,  STOLEN OR DESTROYED  CERTIFICATES.  A new certificate for
shares of stock may be issued in the place of any certificate  previously issued
by the Corporation,  alleged to have been lost, stolen,  destroyed or mutilated.
The Board of Directors may, in their discretion,  require the owner of the lost,
stolen,  destroyed  or  mutilated  certificate  to  give to the  Corporation  an
affidavit,  setting  forth,  to the best of his knowledge and belief,  the time,
place and  circumstances of the loss,  theft,  destruction or mutilation,  and a
bond or other  indemnification in such sums as the Board of Directors may direct
to indemnify the Corporation  against any claim that may be made against it with
respect to the  alleged  loss,  theft,  destruction  or  mutilation  of any such
certificate or the issuance of a new certificate.

     SECTION 3. TRANSFER OF SHARES.  Shares of stock of the Corporation shall be
transferred on the books of the Corporation by the holder thereof,  in person or
by his duly  authorized  attorney or legal  representative,  upon  surrender and
cancellation  of  certificates   for  the  number  of  shares  of  stock  to  be
transferred, except as provided in the preceding section.

     SECTION  4.  REGULATIONS.  The  Board of  Directors  shall  have  power and
authority to make such rules and  regulations as it may deem necessary or proper
concerning the issue,  transfer and  registration of certificates  for shares of
stock of the Corporation.


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     SECTION 5. RECORD DATE.  In order that the  Corporation  may  determine 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 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 Board of Directors may fix a record date,  which shall
not be more than sixty (60) nor less than ten (10) days  before the date of such
meeting, nor more than sixty (60) 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 day next  preceding  the day on which  notice is given,
or, if notice is waived,  at the close of business on the day next preceding the
day on which the meeting is held; the record date for  determining  stockholders
entitled to express  consent to corporate  action 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 a 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.

     SECTION 6.  DIVIDENDS.  Subject to the  provisions  of the  Certificate  of
Incorporation,  the Board of  Directors  shall  have  power to  declare  and pay
dividends upon shares of stock of the Corporation out of funds legally available
therefor.


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     Subject to the provisions of the  Certificate of  Incorporation,  dividends
declared  upon the stock of the  Corporation  shall be  payable  on such date or
dates as the Board of Directors shall determine.

     SECTION 7. CORPORATE SEAL. The seal of the Corporation shall be circular in
form and shall bear the name of the Corporation around the circumference and the
State and year of incorporation.

     SECTION 8. FISCAL  YEAR.  The fiscal year of the  Corporation  shall end on
December 31st of each year or such other twelve  consecutive months as the Board
of Directors, from time to time, by resolution shall determine.

                                   ARTICLE VI

                            Miscellaneous Provisions

     SECTION 1. NOTICE.  Whenever any written  notice is required to be given by
law, the Certificate of Incorporation of the Corporation or these By-Laws,  such
notice, if mailed,  shall be deemed to be sufficiently given if it is written or
printed and deposited in the United States mail,  postage prepaid,  addressed to
the person entitled to such notice at his address as it appears on the books and
records  of the  Corporation.  Such  notice  may also be sent by  telegram.  The
mailing of such notice or posting of such  telegram,  as the case may be,  shall
constitute  due  notice,  which shall be deemed to have been given on the day of
such mailing or posting.

     SECTION 2.  WAIVERS OF NOTICE.  Whenever any notice is required to be given
by law, the Certificate of Incorporation  or these By-Laws,  a written waiver of
notice, signed by the person entitled to the notice, whether before or after the
time stated  therein,  shall be deemed  equivalent  to notice.  Attendance  of a


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person at a meeting shall constitute a waiver of notice of such meeting,  unless
the person  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 meeting of the stockholders,  directors, or members of a
committee of the Board need be specified in any written waiver of notice.

     SECTION 5.  INDEMNIFICATION  OF  DIRECTORS,  OFFICERS  AND  EMPLOYEES.  The
Corporation shall indemnify,  to the fullest extent permitted by law, members of
the Board, its officers,  employees and agents any and all persons whom it shall
have power to  indemnify  against  any and all  expenses,  liabilities  or other
matters.

                                   ARTICLE VII

     These  By-Laws may be altered,  amended or repealed,  or new By-Laws may be
adopted,  by the Board of  Directors  at any  regular or special  meeting by the
affirmative  vote of a majority  of the Board.  By-Laws  adopted by the Board of
Directors  may be  altered,  amended  or  repealed  by the  stockholders  of the
Corporation.