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                                                                     Exhibit 3

                                       RESTATED
                              ARTICLES OF INCORPORATION
                                          OF
                               HICKORY TECH CORPORATION


                                      ARTICLE I

The name of this Corporation is Hickory Tech Corporation.

                                      ARTICLE II

The registered office of this Corporation is located at 221 East Hickory 
Street, Mankato, Minnesota 56001.

                                     ARTICLE III

This Corporation is authorized to issue an aggregate total of One Hundred 
Million (100,000,000) shares, which shares shall have no par value.

                                      ARTICLE IV

Except as otherwise required by applicable law, each share shall have such 
voting rights as may be established by the Board of Directors.  There shall 
be no cumulative voting of shares except as otherwise determined by the Board 
of Directors in connection with establishing the rights and preferences of 
shares in accordance with Article VII hereof.

                                      ARTICLE V

No shareholder of this Corporation shall have any preemptive rights to 
subscribe for, purchase or acquire any shares of the Corporation of any 
class, whether unissued or now or hereafter authorized, or any obligations or 
other securities convertible into or exchangeable for any such shares.

                                      ARTICLE VI

The business and affairs of this Corporation shall be managed by or under the 
direction of a Board of Directors consisting of not less than six and not 
more than twelve persons, who need not be shareholders.  The directors shall 
be divided into three classes, designated Class I, Class II and Class III.  
Each class shall consist of not less than two and not more than four 
directors.  The exact number of directors in each class shall be determined 
by the Board of Directors prior to the regular meeting at which directors of 
such class are to be elected; but thereafter the authorized number of 
directors in such class may be increased by the Board of Directors.

The term of the initial directors in Class I shall expire at the regular 
meeting of the shareholders of this Corporation held in 1986.  The term of 
the initial directors in Class II shall expire at the regular meeting of the 
shareholders of this Corporation held in 1987.  The term of office of the 
initial directors in Class III shall expire at the regular meeting of the 
shareholders of this Corporation held in 1988.  At each succeeding regular 
meeting of shareholders beginning with the regular meeting held in 1986, 
successors to the class of directors whose term expires at that regular 
meeting shall be elected for a three-year term.  Any director

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of any class elected to fill a vacancy in such class shall hold office for a 
term that shall coincide with the remaining term of that class.  A director 
shall hold office until the regular meeting held in the year in which the 
director's term expires and until a successor shall be elected and shall 
qualify, subject, however, to prior death, resignation, retirement, 
disqualification or removal from office.  A director (including a director 
named by the Board of Directors to fill a vacancy) may be removed from office 
only for cause.  Any vacancy on the Board of Directors may be filled by a 
majority of the directors then in office, although less than a quorum, or by 
a sole remaining director.  Any director elected to fill a vacancy shall have 
the same remaining term as that of such director's predecessor.

The manner of election, time and place of meeting, and the powers and duties 
of the directors of this Corporation shall be prescribed by the Bylaws except 
as otherwise provided by law or these Articles of Incorporation.

There shall initially be twelve directors of this Corporation, and each class 
of directors shall consist of four directors.

The names of the first directors of this Corporation and the classes in which 
such directors will serve is as follows:

                                    Class I

                              Charles R. Butler
                               P. M. Ferguson
                               Waldo R. Jaax
                               Laird D. Waldo


                                    Class II

                               Lowell W. Andreas
                               William C. Blethen
                                Lee T. Snilsberg
                                Paul L. Stevens


                                   Class III

                               Thomas R. Borchert
                                Richard L. Myers
                              Brett M. Taylor, Jr.
                                Jerome F. Thomas


                                     ARTICLE VII
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The Board of Directors shall have the authority to create and authorize the 
issuance of any number of classes or series of shares of this Corporation, 
and to establish the rights and preferences thereof.

                                     ARTICLE VIII

Any amendment of the Articles of Incorporation shall be adopted only if it 
receives the affirmative vote of the holders of not less than two-thirds of 
the outstanding shares entitled to vote thereon.

                                      ARTICLE IX

The affirmative vote of the holders of not less than two-thirds of the 
outstanding shares entitled to vote thereon shall be required for the 
adoption of any agreement of merger or exchange of shares involving this 
Corporation, or for approving the dissolution of this Corporation, or for the 
authorization of any sale, lease, exchange or other disposition of all or 
substantially all of the property and assets of this Corporation, including 
its good will.

                                     ARTICLE X.

The provisions of Minnesota Statutes Section 302A.671 relating to Control 
Share Acquisitions shall apply to this Corporation.

                                    ARTICLE XI.

A director of the Corporation shall not be personally liable to the 
Corporation or its shareholders for monetary damages for breach of fiduciary 
duty as a director, except to the extent provided by applicable law, (i) for 
any breach of the director's duty of loyalty to the Corporation or the 
shareholders, (ii) for acts or omissions not in good faith or that involve 
intentional misconduct or a knowing violation of law, (iii) under Section 
302A.559 or 80A.23 of the Minnesota Statutes, (iv) for any transaction from 
which the director derived an improper personal benefit, or (v) for any act 
or omission occurring prior to the date when this Article Eleven becomes 
effective.  If the Minnesota Business Corporation Act hereafter is amended to 
authorize the further elimination or limitation of the liability of 
directors, then the liability of the directors of the Corporation, in 
addition to the limitation and elimination on personal liability provided 
herein, shall be eliminated or limited to the fullest extent permitted by the 
Minnesota Business Corporation Act, as so amended.  No amendment to or repeal 
of this Article Eleven shall apply to, or have any effect on, the liability 
or alleged liability of any director for or with respect to any acts or 
omissions of such director occurring prior to such amendment or repeal.

                                    ARTICLE XII.

A.  In addition to any affirmative vote required by law or these Articles of 
Incorporation, and except as otherwise expressly provided in Section B of 
this Article XII, a Business Combination (as hereinafter defined) shall 
require the affirmative vote of not less than seventy-five percent (75%) of 
the votes entitled

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to be cast by the holders of all then outstanding shares of Voting Stock (as 
hereinafter defined), voting together as a single class.  Such affirmative 
vote shall be required notwithstanding the fact that no vote may be required, 
or that a lesser percentage or separate class vote may be specified, by law 
or any other provision of these Articles of Incorporation or otherwise.

B.  The provisions of Section A of this Article XII shall not be applicable 
to any particular Business Combination, and such Business Combination shall 
require only such affirmative vote, if any, as is required by law or by any 
other provision of these Articles of Incorporation, if the conditions 
specified in either of the following Paragraphs 1 or 2 are met:

1.  The Business Combination shall have been approved by a majority of the 
Continuing Directors (as hereinafter defined).

2.  All of the following conditions shall have been met:

a.  The aggregate amount of cash and the Fair Market Value (as hereinafter 
defined) as of the date of the consummation of the Business Combination of 
consideration other than cash to be received per share by holders of Common 
Stock in such Business Combination shall be at least equal to the higher 
amount determined under clauses (i) and (ii) below:

(i)  (if applicable) the highest per share price (including any brokerage 
commissions, transfer taxes and soliciting dealers' fees) paid by or on 
behalf of the Interested Shareholder (as hereinafter defined) for any share 
of Common Stock in connection with the acquisition by the Interested 
Shareholder of beneficial ownership of shares of Common Stock (a)  within the 
two-year period immediately prior to the date of the first public 
announcement of the proposed Business Combination (the "Announcement Date") 
or (b) in the transaction in which it became an Interested Shareholder, 
whichever is higher; and

(ii)  the Fair Market Value per share of Common Stock on the date on which 
the Interested Shareholder became an Interested Shareholder (such latter date 
being referred to herein as the "Determination Date"), whichever is higher.

b.  The aggregate amount of cash and the Fair Market Value as of the date of 
the consummation of the Business Combination of consideration other than cash 
to be received per share by holders of shares of any class or series of 
outstanding Capital Stock (as hereinafter defined), other than Common Stock, 
shall be at least equal to the highest amount determined under clauses (i), 
(ii), and (iii) below:

(i)  (if applicable) the highest per share price (including any brokerage 
commissions, transfer taxes and soliciting dealers' fees) paid by or on 
behalf of the Interested Shareholder for any share of such class or series of 
Capital Stock in connection with the acquisition by the Interested 
Shareholder of beneficial ownership of shares of such class or series of 
Capital Stock (a) within the two-year period immediately prior to the 
Announcement Date or (b) in the transaction in which it became an Interested 
Shareholder, whichever is higher; and

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(ii)  the Fair Market Value per share of such class or series of Capital 
Stock on the Announcement Date or on the Determination Date, whichever is 
higher; and

(iii)  (if applicable) the highest preferential amount per share to which the 
holders of shares of such class or series of Capital Stock would be entitled 
in the event of any voluntary or involuntary liquidation, dissolution or 
winding up of the affairs of the Corporation, regardless of whether the 
Business Combination to be consummated constitutes such an event.

c.  The consideration to be received by holders of a particular class or 
series of outstanding Capital Stock shall be in cash or in the same form as 
previously has been paid by or on behalf of the Interested Shareholder in 
connection with its direct or indirect acquisition of beneficial ownership of 
shares of such class or series of Capital Stock.  If the consideration so 
paid for shares of any class or series of Capital Stock varied as to form, 
the form of consideration for such class or series of Capital Stock shall be 
either cash or the form used to acquire beneficial ownership of the largest 
number of shares of such class or series of Capital Stock previously acquired 
by the Interested Shareholder.  The price determined in accordance with 
Paragraphs 2.a and 2.b of Section B of this Article XII shall be subject to 
appropriate adjustment in the event of any stock dividend, stock split, 
combination of shares or similar event.

d.  After such Interested Shareholder has become an Interested Shareholder 
and prior to the consummation of such Business Combination:  (i)  there shall 
have been no reduction in the annual rate of dividends paid on the Common 
Stock (except as necessary to reflect any stock dividend, stock split, 
combination of shares or similar event), except as approved by a majority of 
the Continuing Directors; (ii) there shall have been an increase in the 
annual rate of dividends paid on the Common Stock as necessary to reflect any 
reclassification (including any reverse stock split), recapitalization, 
reorganization or any similar transaction that has the effect of reducing the 
number of outstanding shares of Common Stock, unless the failure to increase 
such annual rate is approved by a majority of the Continuing Directors; and 
(iii) except as approved by a majority of the Continuing Directors, such 
Interested Shareholder shall not have become the beneficial owner of any 
additional shares of Capital Stock except as part of the transaction that 
results in such Interested Shareholder becoming an Interested Shareholder and 
except in a transaction that, after giving effect thereto, would not result 
in any increase in the Interested Shareholder's percentage beneficial 
ownership of Capital Stock.

e.  After such Interested Shareholder has become an Interested Shareholder, 
such Interested Shareholder shall not have received the benefit, directly or 
indirectly (except proportionately as a shareholder of the Corporation), of 
any loans, advances, guarantees, pledges or other financial assistance or any 
tax credits or other tax advantages provided by the Corporation whether in 
anticipation of or in connection with such Business Combination or otherwise.

f.  A proxy or information statement describing the proposed Business 
Combination and complying with the requirements of the Securities Exchange 
Act of 1934 and the rules and regulations thereunder (the "Act") shall be 
mailed to all shareholders of the Corporation at least 30 days prior to the 
consummation of such Business Combination.  The proxy or information 
statement shall contain on the first page thereof, in a prominent place, any 
statement as to the advisability (or inadvisability) of the Business 
Combination that a majority of the Continuing Directors may choose to make 
and, if deemed advisable by a majority of the

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Continuing Directors, the opinion of an investment banking firm selected by a 
majority of the Continuing Directors as to the fairness (or lack of fairness) 
of the terms of the Business Combination from a financial point of view to 
the holders of the outstanding shares of Capital Stock other than the 
Interested Shareholder and its Affiliates (as hereinafter defined) or 
Associates (as hereinafter defined).

g.  Such Interested Shareholder shall not have made or caused to be made any 
major change in the Corporation's business or equity capital structure 
without the approval of a majority of the Continuing Directors.

C.  For the purposes of this Article XII:

1.  The term "Business Combination" shall mean:

a.  any merger, consolidation or statutory exchange of shares of the 
Corporation or any Subsidiary (as hereinafter defined) with (i) any 
Interested Shareholder or (ii) any other corporation (whether or not itself 
an Interested Shareholder) which is or after such merger, consolidation or 
statutory share exchange would be an Affiliate or Associate of an Interested 
Shareholder; provided, however, that the foregoing shall not include the 
merger of a wholly-owned Subsidiary of the Corporation into the Corporation 
or the merger of two or more wholly-owned Subsidiaries of the Corporation; or

b.  any sale, lease, exchange, mortgage, pledge, transfer or other 
disposition (in one transaction or a series of transactions) to or with an 
Interested Shareholder or any Affiliate or Associate of any Interested 
Shareholder of any assets of the Corporation or any Subsidiary equal to or 
greater than ten percent (10%) of the book value of the consolidated assets 
of the Corporation; or

c.  any sale, lease, exchange, mortgage, pledge, transfer or other 
disposition (in one transaction or a series of transactions) to or with the 
Corporation or any Subsidiary of any assets of any Interested Shareholder or 
any Affiliate or Associate of any Interested Shareholder equal to or greater 
than ten percent (10%) of the book value of the consolidated assets of the 
Corporation; or

d.  the issuance or transfer by the Corporation or any Subsidiary (in one 
transaction or a series of transactions) to any Interested Shareholder or any 
Affiliate or Associate of any Interested Shareholder of any securities of the 
Corporation (except pursuant to stock dividends, stock splits, or similar 
transactions which would not have the effect, directly or indirectly, of 
increasing the proportionate share of any class or series of Capital Stock, 
or any securities convertible into Capital Stock or into equity securities of 
any Subsidiary, that is beneficially owned by any Interested Shareholder or 
any Affiliate or Associate of any Interested Shareholder) or of any 
securities of a Subsidiary (except pursuant to a pro rata distribution to all 
holders of Common Stock of the Corporation); or

e.  the adoption of any plan or proposal for the liquidation or dissolution 
of the Corporation proposed by or on behalf of an Interested Shareholder or 
any Affiliate or Associate of any Interested Shareholder; or

f.  any transaction (whether or not with or otherwise involving an Interested 
Shareholder) that has the effect, directly or indirectly, of increasing the 
proportionate share of any class or series of Capital Stock, or any 
securities convertible into Capital Stock or into equity securities of any 
Subsidiary, that is beneficially

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owned by any Interested Shareholder or any Affiliate or Associate of any 
Interested Shareholder, including, without limitation any reclassification of 
securities (including any reverse stock split), or recapitalization of the 
Corporation, or any merger, consolidation or statutory exchange of shares of 
the Corporation with any of its Subsidiaries; or

g.  any agreement, contract or other arrangement or understanding providing 
for any one or more of the actions specified in the foregoing clauses (a) to 
(f).

2.  The term "Capital Stock" shall mean all capital stock of the Corporation 
authorized to be issued from time to time under Article III of these Articles 
of Incorporation.  The term "Voting Stock" shall mean all Capital Stock of 
the Corporation entitled to vote generally in the election of directors of 
the Corporation.

3.  The term "person" shall mean any individual, firm, corporation or other 
entity and shall include any group comprised of any person and any other 
person with whom such person or any Affiliate or Associate of such person has 
any agreement, arrangement or understanding, directly or indirectly, for the 
purpose of acquiring, holding, voting or disposing of Capital Stock.

4.  The term "Interested Shareholder" shall mean any person (other than the 
Corporation or any Subsidiary and other than any profit-sharing, employee 
stock ownership or other employee benefit plan of the Corporation or any 
Subsidiary or any trustee of or fiduciary with respect to any such plan when 
acting in such capacity) who (a) is the beneficial owner of Voting Stock 
representing ten percent (10%) or more of the votes entitled to be cast by 
the holders of all outstanding shares of Voting Stock; or (b) is an Affiliate 
or Associate of the Corporation and at any time within the two-year period 
immediately prior to the date in question was the beneficial owner of Voting 
Stock representing ten percent (10%) or more of the votes entitled to be cast 
by the holders of all then outstanding shares of Voting Stock; or (c) is an 
assignee of or has otherwise succeeded to any shares of Voting Stock which 
were at any time within the two-year period immediately prior to the date in 
question beneficially owned by any Interested Shareholder, if such assignment 
or succession shall have occurred in the course of a transaction or series of 
transactions not involving a public offering within the meaning of the 
Securities Act of 1933.

5.  A person shall be a "beneficial owner" of any Capital Stock (a) which 
such person or any of its Affiliates or Associates beneficially owns, 
directly or indirectly; (b) which such person or any of its Affiliates or 
Associates beneficially owns, directly or indirectly; (b) which such person 
or any of its Affiliates or Associates has, directly or indirectly, (i) the 
right to acquire (whether such right is exercisable immediately or subject 
only to the passage of time), pursuant to any agreement, arrangement or 
understanding or upon the exercise of conversion rights, exchange rights, 
warrants or options, or otherwise, or (ii) the right to vote pursuant to any 
agreement, arrangement or understanding, or (iii) the right to dispose or 
direct the disposition of, pursuant to any agreement, arrangement or 
understanding; or (c) which are beneficially owned, directly or indirectly, 
by any other person with which such person or any of its Affiliates or 
Associates has any agreement, arrangement or understanding for the purpose of 
acquiring, holding, voting or disposing of any shares of Capital Stock.  For 
the purposes of determining whether a person is an Interested Shareholder 
pursuant to Paragraph 4 of this Section C, the number of shares of Capital 
Stock deemed to be outstanding shall include shares deemed beneficially owned 
by such person through application of this Paragraph 5, but shall not include 
any other shares of Capital Stock that may be

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issuable pursuant to any agreement, arrangement or understanding, or upon 
exercise of conversion rights, exchange rights, warrants or options, or 
otherwise.

6.  The term "Affiliate", used to indicate a relationship with a specified 
person, shall mean a person that directly, or indirectly through one or more 
intermediaries, controls, or is controlled by, or is under common control 
with, such specified person.  The term "Associate", used to indicate a 
relationship with a specified person, shall mean (a) any person (other than 
the Corporation or a Subsidiary) of which such specified person is an officer 
or partner or is, directly or indirectly, the beneficial owner of ten percent 
(10%) or more of any class of equity securities, (b) any trust or other 
estate in which such specified person has a substantial beneficial interest 
or as to which such specified person serves as trustee or in a similar 
fiduciary capacity, (c) any relative or spouse of such specified person or 
any relative of such spouse, who has the same home as such specified person 
or who is a director or officer of the Corporation or any Subsidiary, and (d) 
any person who is a director or officer of such specified person or any of 
its parents or subsidiaries (other than the Corporation or a Subsidiary).

7.  The term "Subsidiary" shall mean any corporation of which a majority of 
any class of equity security is beneficially owned, directly or indirectly, 
by the Corporation; provided however, that for the purposes of Paragraph 4 of 
this Section C, the term "Subsidiary" shall mean only a corporation of which 
a majority of each class of equity security is beneficially owned, directly 
or indirectly, by the Corporation.

8.  The term "Continuing Director" shall mean any member of the Board of 
Directors of the Corporation, while such person is a member of the Board of 
Directors, who was a member of the Board of Directors prior to the time that 
the Interested Shareholder involved in the Business Combination in question 
became an Interested Shareholder, and any member of the Board of Directors, 
while such person is a member of the Board of Directors, whose election, or 
nomination for election by the Corporation's shareholders, was approved by a 
vote of a majority of the Continuing Directors; provided, however, that in no 
event shall an Interested Shareholder involved in the Business Combination in 
question or any Affiliate, Associate or representative of such Interested 
Shareholder, be deemed to be a Continuing Director.

9.  The term "Fair Market Value" shall mean (a) in the case of cash, the 
amount of such cash; (b) in the case of stock, the highest closing sale price 
during the 30-day period immediately preceding the date in question of a 
share of such stock on the National Association of Securities Dealers, Inc. 
Automated Quotations System or any similar system then in use, or if no such 
quotations are available, the fair market value on the date in question of a 
share of such stock as determined by a majority of the Continuing Directors 
in good faith; and (c) in the case of property other than cash or stock, the 
fair market value of such property on the date in question as determined in 
good faith by a majority of the Continuing Directors.

10.  In the event of any Business Combination in which the Corporation 
survives, the phrase "consideration other than cash to be received" as used 
in Paragraphs 2.a and 2.b of Section B of this Article XII shall include the 
shares of Common Stock and/or the shares of any other class or series of 
Capital Stock retained by the holders of such shares.

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D.  The Continuing Directors by majority vote shall have the power to 
determine for the purposes of this Article XII, on the basis of information 
known to them after reasonable inquiry, (a) whether a person is an Interested 
Shareholder, (b) the number of shares of Capital Stock (including Voting 
Stock) or other securities beneficially owned by any person, (c) whether a 
person is an Affiliate or Associate of another, (d) whether the assets that 
are the subject of any Business Combination equal or exceed ten percent (10%) 
of the book value of the consolidated assets of the Corporation, (e) whether 
a proposed plan of dissolution or liquidation is proposed by or on behalf of 
an Interested Shareholder or any Affiliate or Associate of any Interested 
Shareholder, (f) whether any transaction has the effect, directly or 
indirectly, of increasing the proportionate share of any class or series of 
Capital Stock, or any securities convertible into Capital Stock or into 
equity securities of any Subsidiary, that is beneficially owned by an 
Interested Shareholder or any Affiliate or Associate of any Interested 
Shareholder, (g) whether any Business Combination satisfies the conditions 
set forth in Paragraph 2 of Section B of this Article XII, and (h) such other 
matters with respect to which a determination is required under this Article 
XII.  Any such determination made in good faith shall be binding and 
conclusive on all parties.

E.  Nothing contained in this Article XII shall be construed to relieve any 
Interested Shareholder from any fiduciary obligation imposed by law.

F.  The fact that any Business Combination complies with the provisions of 
Section B of this Article XII shall not be construed to impose any fiduciary 
duty, obligation or responsibility on the Board of Directors, or any member 
thereof, or the Continuing Directors, or any of them, to approve such 
Business Combination or recommend its adoption or approval to the 
shareholders of the Corporation, nor shall such compliance limit, prohibit or 
otherwise restrict in any manner the Board of Directors, or any member 
thereof, or the Continuing Directors, or any of them, with respect to 
evaluations of or actions and responses taken with respect to such Business 
Combination.

G.  Notwithstanding any other provisions of these Articles of Incorporation 
(and notwithstanding the fact that a lesser percentage or separate class vote 
may be specified by law or these Articles of Incorporation), the affirmative 
vote of the holders of not less than seventy-five percent (75%) of the votes 
entitled to be cast by the holders of all then outstanding shares of Voting 
Stock, voting together as single class, shall be required to amend or repeal, 
or adopt any provisions inconsistent with, this Article XII.