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                                                                     Exhibit 3.2


                          AMENDED AND RESTATED BYLAWS

                                       OF

                               ITC/\DELTACOM, INC.


1.  Offices

    1.1.  Registered Office

          The initial registered office of the Corporation shall be in
Wilmington, Delaware, and the initial registered agent in charge thereof shall
be Corporation Service Company.

    1.2.  Other Offices

          The Corporation may also have offices at such other places, both
within and without the State of Delaware, as the Board of Directors may from
time to time determine or as may be necessary or useful in connection with the
business of the Corporation.

2.  Meetings of Stockholders

    2.1.  Place of Meetings

          All meetings of the stockholders shall be held at such place as may be
fixed from time to time by the Board of Directors, the Chairperson, the Chief
Executive Officer or the President.

    2.2.  Annual Meetings

          The Corporation shall hold annual meetings of stockholders, commencing
with the year 1998, on such date and at such time as shall be designated from
time to time by the Board of Directors, the Chairperson, the Chief Executive
Officer or the President, at which stockholders shall elect successors to that
class of directors whose terms shall have expired and transact such other
business as may properly be brought before the meeting.

    2.3.  Special Meetings

          Special meetings of the stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, may be called at any time by (a) the
Chairperson or (b) a majority of the directors in office, although less than a
quorum.
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    2.4.  Notice of Meetings

          Notice of any meeting of stockholders, stating the place, date and
hour of the meeting, and (if it is a special meeting) the purpose or purposes
for which the meeting is called, shall be given to each stockholder entitled to
vote at such meeting not less than ten nor more than sixty days before the date
of the meeting (except to the extent that such notice is waived or is not
required as provided in the General Corporation Law of the State of Delaware
(the "Delaware General Corporation Law") or these Amended and Restated Bylaws
(the "Bylaws").  Such notice shall be given in accordance with, and shall be
deemed effective as set forth in, Section 222 (or any successor section) of the
Delaware General Corporation Law.

    2.5.  Waivers of Notice

          Whenever the giving of any notice is required by statute, the
Certificate of Incorporation of the Corporation (which shall include any
amendments thereto and shall be hereinafter referred to as so amended as the
"Certificate of Incorporation") or these Bylaws, a waiver thereof, in writing
and delivered to the Corporation, signed by the person or persons entitled to
such notice, whether before or after the event as to which such notice is
required, shall be deemed equivalent to notice.  Attendance of a stockholder at
a meeting shall constitute a waiver of notice (1) of such meeting, except when
the stockholder at the beginning of the meeting objects to holding the meeting
or transacting business at the meeting, and (2) (if it is a special meeting) of
consideration of a particular matter at the meeting that is not within the
purpose or purposes described in the meeting notice, unless the stockholder
objects to considering the matter at the beginning of the meeting.

    2.6.  Business at Special Meetings

          Business transacted at any special meeting of stockholders shall be
limited to the purposes stated in the notice (except to the extent that such
notice is waived or is not required as provided in the Delaware General
Corporation Law  or these Bylaws).

    2.7.  List of Stockholders

          After the record date for a meeting of stockholders has been fixed, at
least ten days before such meeting, the officer who has charge of the stock
ledger of the Corporation shall make a list of all stockholders entitled to vote
at the meeting, 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 for a period of at least 10 days prior to the meeting
during ordinary business hours, at the principal place of business of the
Corporation.  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.

    2.8.  Quorum at Meetings

          Stockholders may take action on a matter at a meeting only if a quorum
exists with respect to that matter.  Except as otherwise provided by statute or
by the Certificate of Incorporation, the holders of a majority of the shares
entitled to vote at the meeting, and who

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are present in person or represented by proxy, shall constitute a quorum at all
meetings of the stockholders for the transaction of business. Where a separate
vote by a class or classes is required, a majority of the outstanding shares of
such class or classes, present in person or represented by proxy, shall
constitute a quorum entitled to take action with respect to that vote on that
matter. Once a share is represented for any purpose at a meeting (other than
solely to object (1) to holding the meeting or transacting business at the
meeting, or (2) (if it is a special meeting) to consideration of a particular
matter at the meeting that is not within the purpose or purposes described in
the meeting notice), it is deemed present for quorum purposes for the remainder
of the meeting and for any adjournment of that meeting unless a new record date
is or must be set for the adjourned meeting. The holders of a majority of the
voting shares represented at a meeting, whether or not a quorum is present, may
adjourn such meeting from time to time.

    2.9.  Voting and Proxies

          Unless otherwise provided in the Delaware General Corporation Law or
in the Certificate of Incorporation, and subject to the other provisions of
these Bylaws, each stockholder shall be entitled to one vote on each matter, in
person or by proxy, for each share of the Corporation's capital stock that has
voting power and that is held by such stockholder.  No proxy shall be voted or
acted upon after three years from its date, unless the proxy provides for a
longer period.  A duly executed appointment of proxy shall be irrevocable if the
appointment form states that it is irrevocable and if, and only as long as, it
is coupled with an interest sufficient in law to support an irrevocable power.

    2.10. Required Vote

          When a quorum is present at any meeting of stockholders, all matters
(other than the election of directors) shall be determined, adopted and approved
by the affirmative vote  (which need not be by ballot) of a majority of the
votes of the shares present in person or represented by proxy at the meeting and
entitled to vote with respect to the matter, unless the proposed action is one
upon which, by express provision of the Delaware General Corporation Law, the
Certificate of Incorporation, the rules or regulations of the National
Association of Securities Dealers, Inc., the Nasdaq Stock Market or any stock
exchange applicable to the Corporation or its securities, or applicable law or
pursuant to any regulation applicable to the Corporation or its securities, a
different vote is specified and required, in which case such express provision
shall govern and control with respect to that vote on that matter.  Where a
separate vote by a class or classes is required, the affirmative vote of the
holders of a majority of the shares of such class, unless the proposed action is
one upon which, by express provision of the Delaware General Corporation Law or
the Certificate of Incorporation, a different vote is specified and required, in
which case such express provision shall govern and control with respect to that
vote on that matter.  Notwithstanding the foregoing, directors shall be elected
by a plurality of the votes of the shares present in person or represented by
proxy at the meeting and entitled to vote on the election of directors.

    2.11. Action Without a Meeting

          Except as otherwise provided by the Certificate of Incorporation, any
action required or permitted to be taken by the stockholders of the Corporation
at a duly called annual

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or special meeting of stockholders may be effected without a meeting, without
prior notice and without a vote, but only if the action is effected by one or
more unanimous written consents of the stockholders entitled to take such
action, and the writing or writings are delivered to the Corporation within
sixty days of the delivery to the Corporation of the earliest dated consent. All
such consents shall be included in the Minute Book of the Corporation.

3.  Directors

    3.1.  Powers

          The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors, which may exercise all such
powers of the Corporation and do all such lawful acts and things, subject to any
limitation set forth in the Certificate of Incorporation or as otherwise may be
provided in the Delaware General Corporation Law.

    3.2.  Number and Election; Classes

          The number of directors which shall constitute the whole Board of
Directors shall not be fewer than five nor more than fifteen.  The first Board
of Directors shall consist of 9 members.  Thereafter, within the limits above
specified, the number of directors shall be determined by resolution of the
Board of Directors.  The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 3.4 hereof, and each director
elected shall hold office until such director's successor is elected and
qualified or until the director's earlier death, resignation or removal.
Directors need not be stockholders.  Unless otherwise provided in the
Certificate of Incorporation, the Board of Directors shall divide the directors
into three classes; and, when the number of directors is changed, shall
determine the class or classes to which the increased or decreased number of
directors shall be apportioned; provided, however, that no decrease in the
                                --------  -------
number of directors shall affect the term of any director then in office.  At
each annual meeting of stockholders, directors elected to succeed those whose
terms are expiring shall be elected for a term of office expiring at the annual
meeting of stockholders held in the third year following their election and
until their respective successors are elected and qualified, or until such
director's earlier death, resignation or removal.

    3.3.  Nomination of Directors

          Only persons who are nominated in accordance with the procedures set
forth in this Section 3.3 shall be eligible for election as directors.
Nominations of persons for election to the Board of Directors of the Corporation
may be made at a meeting of stockholders by or at the direction of the Board of
Directors or by any stockholder of the Corporation entitled to vote for the
election of directors at the meeting who complies with the notice procedures set
forth in this Section 3.3.  Such nominations, other than those made by or at the
direction of the Board of Directors, shall be made pursuant to timely notice in
writing to the Secretary of the Corporation.  To be timely, a stockholder notice
shall be delivered to or mailed and received at the principal executive office
of the Corporation not less than sixty days prior to the meeting; provided,
however, that in the event that less than seventy-five days' notice or prior
public disclosure of the date of the meeting is given or made to stockholders,
notice by the stockholder to be timely must be so received not later than the
close of business on the fifteenth day

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following the day on which such notice of the date of the meeting was mailed or
such public disclosure was made. Such stockholder's notice shall set forth (a)
as to each person whom the stockholder proposes to nominate for election or re-
election as a director, (i) the name, age, business address and residence
address of such person, (ii) the principal occupation or employment of such
person, (iii) the class and number of shares of the Corporation's stock which
are beneficially owned by such person, and (iv) any other information relating
to such person that is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (including
without limitation such person's written consent to be named in the proxy
statement as a nominee and to serving as a director if elected); and (b) as to
the stockholder giving the notice (i) the name and address, as they appear on
the Corporation's books, of such stockholder and (ii) the class and number of
shares of the Corporation's stock which are beneficially owned by such
stockholder. At the request of the Board of Directors, any person nominated by
the Board of Directors for election as a director shall furnish to the Secretary
of the Corporation that information required to be set forth in the
stockholder's notice of nomination which pertains to the nominee. No later than
the tenth day following the date of receipt of a stockholder nomination
submitted pursuant to this Section 3.3, the Chairman of the Board of Directors
of the Corporation shall, if the facts warrant, determine and notify in writing
the stockholder making such nomination that such nomination was not made in
accordance with the time limits and/or other procedures prescribed by the
bylaws. If no such notification is mailed to such stockholder within such ten-
day period, such nomination shall be deemed to have been made in accordance with
the provisions of this Section 3.3. No person shall be eligible for election as
a director of the Corporation unless nominated in accordance with the procedures
set forth in this Section 3.3.

    3.4.  Vacancies

          Vacancies and newly created directorships resulting from any increase
in the authorized number of directors elected by all of the stockholders having
the right to vote as a single class may be filled by a majority of the directors
then in office, although fewer than a quorum, or by a sole remaining director.
Whenever the holders of any class or classes of stock or series thereof are
entitled to elect one or more directors by the provisions of the Certificate of
Incorporation, vacancies and newly created directorships of such class or
classes or series may be filled by a majority of the directors elected by such
class or classes or series thereof in office, or by a sole remaining director so
elected.  Each director so chosen shall hold office until the next election of
the Class for which such director shall have been chosen, and until such
director's successor is elected and qualified, or until the director's earlier
death, resignation or removal.  In the event that one or more directors resigns
from the Board of Directors, effective at a future date, a majority of the
directors then in office, including those who have so resigned, shall have power
to fill such vacancy or vacancies, the vote thereon to take effect when such
resignation or resignations shall become effective, and each director so chosen
shall hold office until the next election of the Class for which such director
shall have been chosen, and until such director's successor is elected and
qualified, or until the director's earlier death, resignation or removal.

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    3.5.  Meetings

          3.5.1.  Regular Meetings

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

          3.5.2.  Special Meetings

          Special meetings of the Board of Directors may be called by the
Chairperson, the Chief Executive Officer or the President on one day's notice.
At least one day's notice of special meetings of the Board of Directors shall be
provided to each director, either personally or by telephone, express delivery
service (so that the scheduled delivery date of the notice is at least one day
in advance of the meeting), telegram or facsimile transmission.  At least five
days' notice of special meetings of the Board of Directors shall be provided by
first-class mail (effective upon deposit of such notice in the mail).  The
notice need not describe the purpose of a special meeting.

          3.5.3.  Telephone Meetings

          Members of the Board of Directors may participate in a meeting of the
Board of Directors by any communication by means of which all participating
directors can simultaneously hear each other during the meeting.  A director
participating in a meeting by this means is deemed to be present in person at
the meeting.

          3.5.4.  Action Without Meeting

          Any action required or permitted to be taken at any meeting of the
Board of Directors may be taken without a meeting if the action is taken by all
members of the Board of Directors.  The action must be evidenced by one or more
written consents describing the action taken, signed by each director, and
delivered to the Corporation for inclusion in the Minute Book of the
Corporation.

          3.5.5.  Waiver of Notice of Meeting

          A director may waive any notice required by statute, the Certificate
of Incorporation or these Bylaws before or after the date and time stated in the
notice.  Except as set forth below, the waiver must be in writing, signed by the
director entitled to the notice, and delivered to the Corporation for inclusion
in the Minute Book of the Corporation.  Notwithstanding the foregoing, a
director's attendance at or participation in a meeting waives any required
notice to the director of the meeting unless the director at the beginning of
the meeting objects to holding the meeting or transacting business at the
meeting and does not thereafter vote for or assent to action taken at the
meeting.

    3.6.  Quorum and Vote at Meetings

          At all meetings of the Board of Directors, a quorum of the Board of
Directors consists of a majority of the total number of directors prescribed
pursuant to Section 3.2 of these Bylaws.  The vote of a majority of the
directors present at any meeting at which there is a

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quorum shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Certificate of Incorporation or by
these Bylaws.

    3.7.  Committees of Directors

          The Board of Directors may by resolution create one or more committees
and appoint members of the Board of Directors to serve on the committees at the
pleasure of the Board of Directors.  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.  If a member of a committee
shall be absent from any meeting, or disqualified from voting thereat, the
remaining member or members present and not disqualified from voting, whether or
not such member or members constitute a quorum, may, by unanimous vote, appoint
another member of the Board of Directors to act at the meeting in the place of
such absent or disqualified member.  Any such committee, to the extent provided
in the resolution of the Board of Directors, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation, and may authorize the seal of the Corporation to
be affixed to all papers which may require it; but no such committee shall have
the power or authority in reference to amending the Certificate of Incorporation
(except that a committee may, to the extent authorized in the resolution or
resolutions providing for the issuance of shares of stock adopted by the Board
of Directors pursuant to Section 151(a) of the Delaware General Corporation Law,
fix the designations and any of the preferences or rights of such shares
relating to dividends, redemption, dissolution, any distribution of assets of
the Corporation or the conversion into, or the exchange of such shares for,
shares of any other class or classes or any other series of the same or any
other class or classes of stock of the Corporation or fix the number of shares
of stock or authorize the increase or decrease of the shares of any series),
adopting an agreement of merger or consolidation pursuant to Sections 251 or 252
of the Delaware General Corporation Law, recommending to the stockholders the
sale, lease or exchange of all or substantially all of the Corporation's
property and assets, recommending to the stockholders a dissolution of the
Corporation or a revocation of a dissolution, or amending the Bylaws; and unless
the Board resolution appointing the Committee, these Bylaws or the Certificate
of Incorporation expressly so provide, no such committee shall have the power or
authority to declare a dividend, to authorize the issuance of stock, or to adopt
a certificate of ownership and merger pursuant to Section 253 of the Delaware
General Corporation Law.  Such committee or committees shall have such name or
names as may be determined from time to time by resolution adopted by the Board
of Directors.  Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors, when required.  Unless otherwise
specified in the board resolution appointing the Committee, all provisions of
the Delaware General Corporation Law and these Bylaws relating to meetings,
action without meetings, notice (and waiver thereof), and quorum and voting
requirements of the Board of Directors apply, as well, to such committees and
their members.

    3.8.  Compensation of Directors

          The Board of Directors shall have the authority to fix the
compensation of directors.  No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor.

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4.  Officers

    4.1.  Positions

          The officers of the Corporation shall be a President, a Secretary and
a Treasurer, and such other officers as the Board of Directors (or an officer
authorized by the Board of Directors) from time to time may appoint, including a
Chairperson, a Chief Executive Officer, a Chief Financial Officer and one or
more Vice Chairmen, Senior Vice Presidents, Vice Presidents, Assistant
Secretaries and Assistant Treasurers.  Each such officer shall exercise such
powers and perform such duties as shall be set forth below and such other powers
and duties as from time to time may be specified by the Board of Directors or by
any officer(s) authorized by the Board of Directors to prescribe the duties of
such other officers. Any number of offices may be held by the same person,
except that in no event shall the President and the Secretary be the same
person.  Each of the Chairperson, Chief Executive Officer, Chief Financial
Officer, President, and/or any Vice President may execute bonds, mortgages and
other documents under the seal of the Corporation, except where required or
permitted by law to be otherwise executed and except where the execution thereof
shall be expressly delegated by the Board of Directors to some other officer or
agent of the Corporation.

    4.2.  Chairperson

          The Chairperson shall (when present) preside at all meetings of the
Board of Directors and stockholders, and shall ensure that all orders and
resolutions of the Board of Directors and stockholders are carried into effect.
The Chairperson may execute bonds, mortgages and other contracts, under the seal
of the Corporation, if required, except where required or permitted by law to be
otherwise signed and executed and except where the signing and execution thereof
shall be expressly delegated by the Board of Directors to some other officer or
agent of the Corporation.

    4.3.  Chief Executive Officer

          In the absence of the Chairperson, or if no Chairperson shall have
been appointed, the Chief Executive Officer shall (when present) preside at all
meetings of the Board of Directors and stockholders, and shall ensure that all
orders and resolutions of the Board of Directors and stockholders are carried
into effect.  The Chief Executive Officer may execute bonds, mortgages and other
contracts, under the seal of the Corporation, if required, except where required
or permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the Corporation.

    4.4.  President

          The President shall have overall responsibility and authority for
management of the operations of the Corporation, subject to the authority of the
Chief Executive Officer and the Board of Directors.  The President may execute
bonds, mortgages and other contracts, under the seal of the Corporation, if
required, except where required or permitted by law to be otherwise signed and
executed and except where the signing and execution thereof shall be expressly
delegated by the Board of Directors to some other officer or agent of the
Corporation.

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    4.5.  Chief Financial Officer

          The Chief Financial Officer shall have overall responsibility and
authority for management of the financial operations of the Corporation, subject
to the authority of the Chief Executive Officer and the Board of Directors.  The
Chief Financial Officer may execute bonds, mortgages and other contracts, under
the seal of the Corporation, if required, except where required or permitted by
law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the Board of Directors to some
other officer or agent of the Corporation.

    4.6.  Vice President

          In the absence of the President or in the event of the President's
inability or refusal to act, the Vice President (or in the event there be more
than one Vice President, the Vice Presidents in the order designated, or in the
absence of any designation, then in the order of their election) shall perform
the duties of the President, and when so acting shall have all the powers of,
and be subject to all the restrictions upon, the President.

    4.7.  Secretary

          The Secretary shall have responsibility for preparation of minutes of
meetings of the Board of Directors and of the stockholders and for
authenticating records of the Corporation.  The Secretary shall give, or cause
to be given, notice of all meetings of the stockholders and special meetings of
the Board of Directors.  The Secretary or an Assistant Secretary may also attest
all instruments signed by any other officer of the Corporation.

    4.8.  Assistant Secretary

          The Assistant Secretary, or if there be more than one, the Assistant
Secretaries in the order determined by the Board of Directors (or if there shall
have been no such determination, then in the order of their election), shall, in
the absence of the Secretary or in the event of the Secretary's inability or
refusal to act, perform the duties and exercise the powers of the Secretary.

    4.9.  Treasurer

          The Treasurer shall have responsibility for the custody of the
corporate funds and securities and shall see to it that full and accurate
accounts of receipts and disbursements are kept in books belonging to the
Corporation.  The Treasurer shall render to the Chairperson, the Chief Executive
Officer, the President, the Chief Financial Officer and the Board of Directors,
upon request, an account of all financial transactions and of the financial
condition of the Corporation.

    4.10. Assistant Treasurer

          The Assistant Treasurer, or if there shall be more than one, the
Assistant Treasurers in the order determined by the Board of Directors (or if
there shall have been no

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such determination, then in the order of their election), shall, in the absence
of the Treasurer or in the event of the Treasurer's inability or refusal to act,
perform the duties and exercise the powers of the Treasurer.

    4.11. Term of Office

          The officers of the Corporation shall hold office until their
successors are chosen and qualify or until their earlier resignation or removal.
Any officer may resign at any time upon written notice to the Corporation.  Any
officer elected or appointed by the Board of Directors may be removed at any
time, with or without cause, by the affirmative vote of a majority of the Board
of Directors.

    4.12. Compensation

          The compensation of officers of the Corporation shall be fixed by the
Board of Directors or by any officer(s) authorized by the Board of Directors to
prescribe the compensation of such other officers.

    4.13. Fidelity Bonds

          The Corporation may secure the fidelity of any or all of its officers
or agents by bond or otherwise.


5.  Capital Stock

    5.1.  Certificates of Stock; Uncertificated Shares

          The shares of the Corporation shall be represented by certificates,
provided that the Board of Directors may provide by resolution that some or all
of any or all classes or series of the Corporation's 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
(representing the number of shares registered in certificate form) signed in the
name of the Corporation by the Chairperson, President or any Vice President, and
by the Treasurer, Secretary or any Assistant Treasurer or Assistant Secretary of
the Corporation.  Any or all the signatures on the certificate may be facsimile.
In case any officer, transfer agent or registrar whose signature or facsimile
signature appears on 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 such person were such officer,
transfer agent or registrar at the date of issue.

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    5.2.  Lost Certificates

          The Board of Directors, Chairperson, Chief Executive Officer,
President or Secretary may direct a new certificate of stock to be issued in
place of any certificate theretofore issued by the Corporation and alleged to
have been lost, stolen or destroyed, upon the making of an affidavit of that
fact by the person claiming that the certificate of stock has been lost, stolen
or destroyed.  When authorizing such issuance of a new certificate, the Board of
Directors or any such officer may, as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or such owner's legal representative, to advertise the same in
such manner as the Board of Directors or such officer shall require and/or to
give the Corporation a bond or indemnity, in such sum or on such terms and
conditions as the Board of Directors or such officer may direct, as indemnity
against any claim that may be made against the Corporation on account of the
certificate alleged to have been lost, stolen or destroyed or on account of the
issuance of such new certificate or uncertificated shares.

    5.3.  Record Date

          5.3.1.  Actions by Stockholders

          In order that the Corporation may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders, the Board of Directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board of Directors, and
which record date shall not be more than sixty days nor less than ten days
before the date of such meeting.  If no record date is fixed by the Board of
Directors, the record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be 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.  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,
unless the Board of Directors fixes a new record date for the adjourned meeting.

          In order that the Corporation may determine the stockholders entitled
to consent to corporate action in writing without a meeting, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which record date shall not be more than ten days after the date
upon which the resolution fixing the record date is adopted by the Board of
Directors.  If no record date has been fixed by the Board of Directors, the
record date for determining stockholders entitled to consent to corporate action
in writing without a meeting, when no prior action by the Board of Directors is
required by the Delaware General Corporation Law, shall be the first date on
which a signed written consent setting forth the action taken or proposed to be
taken is delivered to the Corporation in the manner prescribed by Section 213(b)
of the Delaware General Corporation Law.  If no record date has been fixed by
the Board of Directors and prior action by the Board of Directors is required by
the Delaware General Corporation Law, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the day on which the Board of
Directors adopts the resolution taking such prior action.

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          5.3.2.  Payments

          In order that the Corporation may determine the stockholders entitled
to receive payment of any dividend or other distribution or allotment of any
rights or the stockholders 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 record date shall
not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than sixty days prior to such
action.  If no record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto.

     5.4.  Stockholders of Record

          The Corporation shall be entitled to recognize the exclusive right of
a person registered on its books as the owner of shares to receive dividends, to
receive notifications, to vote as such owner, and to exercise all the rights and
powers of an owner.  The Corporation shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof,
except as otherwise may be provided by the Delaware General Corporation Law.

6.  INDEMNIFICATION

    6.1.  Authorization of Indemnification

          Each person who was or is a party or is threatened to be made a party
to or is involved in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative and whether
by or in the right of the Corporation or otherwise (a "proceeding"), by reason
of the fact that he or she, or a person of whom he or she is the legal
representative, is or was a director or officer of the Corporation or is or was
serving at the request of the Corporation as a director, officer, employee,
partner (limited or general) or agent of another corporation or of a
partnership, joint venture, limited liability company, trust or other
enterprise, including service with respect to an employee benefit plan, shall be
(and shall be deemed to have a contractual right to be) indemnified and held
harmless by the Corporation (and any successor to the Corporation by merger or
otherwise) to the fullest extent authorized by, and subject to the conditions
and (except as provided herein) procedures set forth in the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but any such
amendment shall not be deemed to limit or prohibit the rights of indemnification
hereunder for past acts or omissions of any such person insofar as such
amendment limits or prohibits the indemnification rights that said law permitted
the Corporation to provide prior to such amendment), against all expenses,
liabilities and losses (including attorneys' fees, judgments, fines, ERISA taxes
or penalties and amounts paid or to be paid in settlement) reasonably incurred
or suffered by such person in connection therewith; provided, however, that the
                                                    --------- -------
Corporation shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such person (except
for a suit or action pursuant to Section 6.2 hereof) only if such proceeding (or
part thereof) was authorized by the Board of Directors of the Corporation.
Persons who are not directors or officers of the Corporation may be similarly
indemnified in respect of such service

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<PAGE>

to the extent authorized at any time by the Board of Directors of the
Corporation. The indemnification conferred in this Section 6.1 also shall
include the right to be paid by the Corporation (and such successor) the
expenses (including attorneys' fees) incurred in the defense of or other
involvement in any such proceeding in advance of its final disposition;
provided, however, that, if and to the extent the Delaware General Corporation
--------- -------
Law requires, the payment of such expenses (including attorneys' fees) incurred
by a director or officer in advance of the final disposition of a proceeding
shall be made only upon delivery to the Corporation of an undertaking by or on
behalf of such director or officer to repay all amounts so paid in advance if it
shall ultimately be determined that such director or officer is not entitled be
indemnified under this Section 6.1 or otherwise; and provided further, that,
                                                     -------- -------
such expenses incurred by other employees and agents may be so paid in advance
upon such terms and conditions, if any, as the Board of Directors deems
appropriate.

    6.2.  Right of Claimant to Bring Action Against the Corporation

          If a claim under Section 6.1 is not paid in full by the Corporation
within sixty days after a written claim has been received by the Corporation,
the claimant may at any time thereafter bring an action against the Corporation
to recover the unpaid amount of the claim and, if successful in whole or in
part, the claimant shall be entitled to be paid also the expense of prosecuting
such action.  It shall be a defense to any such action (other than an action
brought to enforce a claim for expenses incurred in connection with any
proceeding in advance of its final disposition where the required undertaking,
if any is required, has been tendered to the Corporation) that the claimant has
not met the standards of conduct which make it permissible under the Delaware
General Corporation Law for the Corporation to indemnify the claimant for the
amount claimed or is otherwise not entitled to indemnification under Section
6.1, but the burden of proving such defense shall be on the Corporation.  The
failure of the Corporation (in the manner provided under the Delaware General
Corporation Law) to have made a determination prior to or after the commencement
of such action that indemnification of the claimant is proper in the
circumstances because he or she has met the applicable standard of conduct set
forth in the Delaware General Corporation Law shall not be a defense to the
action or create a presumption that the claimant has not met the applicable
standard of conduct.  Unless otherwise specified in an agreement with the
claimant, an actual determination by the Corporation (in the manner provided
under the Delaware General Corporation Law) after the commencement of such
action that the claimant has not met such applicable standard of conduct shall
not be a defense to the action, but shall create a presumption that the claimant
has not met the applicable standard of conduct.

    6.3.  Non-exclusivity

          The rights to indemnification and advance payment of expenses provided
by Section 6.1 hereof shall not be deemed exclusive of any other rights to which
those seeking indemnification and advance payment of expenses may be entitled
under any by-law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding such office.

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<PAGE>

    6.4.  Survival of Indemnification

          The indemnification and advance payment of expenses and rights thereto
provided by, or granted pursuant to, Section 6.1 hereof shall, unless otherwise
provided when authorized or ratified, continue as to a person who has ceased to
be a director, officer, employee, partner or agent and shall inure to the
benefit of the personal representatives, heirs, executors and administrators of
such person.

    6.5.  Insurance

          The Corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee, partner (limited or general) or agent of another
corporation or of a partnership, joint venture, limited liability company, trust
or other enterprise, against any liability asserted against such person or
incurred by such person in any such capacity, or arising out of such person's
status as such, and related expenses, whether or not the Corporation would have
the power to indemnify such person against such liability under the provisions
of the Delaware General Corporation Law.

7.  General Provisions

    7.1.  Inspection of Books and Records

          Any stockholder, in person or by attorney or other agent, shall, upon
written demand under oath stating the purpose thereof, have the right during the
usual hours for business to inspect for any proper purpose the Corporation's
stock ledger, a list of its stockholders, and its other books and records, and
to make copies or extracts therefrom.  A proper purpose shall mean a purpose
reasonably related to such person's interest as a stockholder.  In every
instance where an attorney or other agent shall be the person who seeks the
right to inspection, the demand under oath shall be accompanied by a power of
attorney or such other writing which authorizes the attorney or other agent to
so act on behalf of the stockholder.  The demand under oath shall be directed to
the Corporation at its registered office or at its principal place of business.

    7.2.  Dividends

          The Board of Directors may declare dividends upon the capital stock of
the Corporation, subject to the provisions of the Certificate of Incorporation
and the laws of the State of Delaware.

    7.3.  Reserves

          The directors of the Corporation may set apart, out of the funds of
the Corporation available for dividends, a reserve or reserves for any proper
purpose and may abolish any such reserve.

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<PAGE>

    7.4.  Execution of Instruments

          All checks, drafts or other orders for the payment of money, and
promissory notes of the Corporation shall be signed by such officer or officers
or such other person or persons as the Board of Directors may from time to time
designate.

    7.5.  Fiscal Year

          The fiscal year of the Corporation shall be fixed by resolution of the
Board of Directors.

    7.6.  Seal

          The corporate seal shall be in such form as the Board of Directors
shall approve.  The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.

    7.7.  Amendments

          The Board of Directors or the stockholders may from time to time
adopt, amend or repeal the Bylaws of the Corporation.  Such action by the Board
of Directors shall require the affirmative vote of at least a majority of the
directors then in office.  Such action by the stockholders shall require the
affirmative vote of 66-2/3% of the total number of votes of the then outstanding
shares of capital stock of the Corporation entitled to vote generally in the
election of directors, voting together as a single class thereon.

                           *     *     *     *     *

          The foregoing Amended and Restated Bylaws were adopted by the Board of
Directors effective March 19, 2001.


                                        /s/ J. Thomas Mullis
                                        ---------------------------
                                        J. Thomas Mullis, Secretary

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