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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 shares representing a
majority of the voting power of the

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outstanding shares entitled to vote at the meeting, and who 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 with respect to any matter, the holders of shares
representing a majority of the voting power of the outstanding shares entitled
to vote with respect to that matter, 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 shares representing
a majority of the voting power of the outstanding shares present in person or
represented by proxy 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 shares
representing a majority of the voting power of the outstanding 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 other applicable law or
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 with respect to any matter, that matter shall be
determined, adopted and approved by the affirmative vote (which need not be by
ballot) of shares representing a majority of the voting power of the outstanding
shares of such class or classes present in person or represented by proxy at the
meeting, unless the proposed action is one upon which, by express provision of
the Delaware General Corporation Law or 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 other applicable law or 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.

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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 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

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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 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

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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.

     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.

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          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 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.

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          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.

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.

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          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.

          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

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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 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

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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.

          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

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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.

               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

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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 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 to
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,

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<PAGE>

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.

     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.

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<PAGE>

     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.

     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 21, 2002.


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

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