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                                                                     EXHIBIT 3.9




                                  McLEOD, INC.

                          AMENDED AND RESTATED BYLAWS





                                    Adopted

                                     as of

                                 April___, 1996

                                  and Amended

                                     as of

                               September __, 1996

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                               TABLE OF CONTENTS


                                                                      Page
                                                                      ----

1. OFFICES
    1.1. Registered Office...........................................   1
    1.2. Other Offices...............................................   1
2. MEETINGS OF STOCKHOLDERS..........................................   1
    2.1. Place of Meetings...........................................   1
    2.2. Annual Meetings.............................................   1
    2.3. Special Meetings............................................   2
    2.4. Notice of Meetings..........................................   2
    2.5. Waivers of Notice...........................................   2
    2.6. Business at Special Meetings................................   2
    2.7. List of Stockholders........................................   3
    2.8. Quorum at Meetings..........................................   3
    2.9. Voting and Proxies..........................................   3
    2.10. Required Vote..............................................   4
    2.11. Action Without a Meeting...................................   4
3. DIRECTORS.........................................................   5
    3.1. Powers......................................................   5
    3.2. Number and Election.........................................   5
    3.3. Nomination of Directors.....................................   5
    3.4. Vacancies...................................................   5
    3.5. Meetings....................................................   6
         3.5.1. Regular Meetings.....................................   6
         3.5.2. Special Meetings.....................................   6
         3.5.3. Telephone Meetings...................................   6
         3.5.4. Action Without Meeting...............................   6
         3.5.5. Waiver of Notice of Meeting..........................   6
    3.6. Quorum and Vote at Meetings.................................   7
    3.7. Committees of Directors.....................................   7
    3.8. Compensation of Directors...................................   8
4. OFFICERS..........................................................   8
    4.1. Positions...................................................   8
    4.2. Chairperson.................................................   9
    4.3. Chief Executive Officer.....................................   9
    4.4. President...................................................   9
    4.5. Vice President..............................................   9
    4.6. Secretary...................................................   10
    4.7. Assistant Secretary.........................................   10
    4.8. Treasurer...................................................   10
    4.9. Assistant Treasurer.........................................   10
    4.10. Term of Office.............................................   11
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    4.11. Compensation...............................................   11
    4.12. Fidelity Bonds.............................................   11
5. CAPITAL STOCK.....................................................   11
    5.1. Certificates of Stock; Uncertificated Shares................   11
    5.2. Lost Certificates...........................................   12
    5.3. Record Date.................................................   12
         5.3.1. Actions by Stockholders..............................   12
         5.3.2. Payments.............................................   13
    5.4. Stockholders of Record......................................   13
6. INDEMNIFICATION...................................................   13
    6.1. Authorization of Indemnification............................   13
    6.2. Right of Claimant to Bring Action Against the Corporation...   14
    6.3. Non-exclusivity.............................................   15
    6.4. Survival of Indemnification.................................   15
    6.5. Insurance...................................................   16
7. GENERAL PROVISIONS................................................   16
    7.1. Inspection of Books and Records.............................   16
    7.2. Dividends...................................................   16
    7.3. Reserves....................................................   16
    7.4. Execution of Instruments....................................   17
    7.5. Fiscal Year.................................................   17
    7.6. Seal........................................................   17
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                          AMENDED AND RESTATED BYLAWS

                                       OF

                                  McLEOD, 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 The Prentice-Hall Corporation System, Inc.

    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 1997, 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 a Board of Directors
and transact such other business as may properly be brought before the meeting.

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    2.3.  Special Meetings

          Special meetings of the stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, may be called by the Board of Directors,
the Chairperson, the Chief Executive Officer or the President.

    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 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 or these Bylaws, a waiver thereof, in writing and
delivered to the Corporation, signed by the person or persons entitled to said
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).

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    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, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place in the city where the meeting
is to be held, which place is to be specified in the notice of the meeting, or
at the place where the meeting is to be held.  Such list shall also, for the
duration of the meeting, be produced and kept open to the examination of any
stockholder who is present at the time and place of the meeting.

    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 voting
rights represented by the shares issued and outstanding and 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, 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 rights represented by the 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 Corporation's 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 Class A
common

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stock that is held by such stockholder and .40 vote on each matter, in person or
by proxy, for each share of the Corporation's Class B common stock 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
shall be determined, adopted and approved by the affirmative vote (which need
not be by ballot) of the holders of a majority of the voting rights represented
by 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 any statute or of 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.  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 or
classes present in person or represented by proxy at the meeting shall be the
act of such class.  Notwithstanding the foregoing, directors shall be elected in
the manner specified by the Certificate of Incorporation or applicable law.

    2.11. Action Without a Meeting

          Any action required or permitted to be taken at a stockholders'
meeting may be taken without a meeting, without prior notice and without a vote,
if the action is taken by a unanimous vote of persons who would be entitled to
vote with respect to the action at a meeting.  The action must be evidenced by
one or more written consents describing the action taken, signed by all of the
stockholders who would be entitled to vote with respect to the action at a
meeting, and delivered to the Corporation for inclusion in the minutes or filing
with the corporate records.  No consent shall be effective to take the corporate
action specified unless the consents are delivered to the Corporation within
sixty days of the delivery of the earliest-dated consent.

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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

          The number of directors which shall constitute the whole Board of
Directors shall not be fewer than three nor more than fifteen.  The directors
shall be divided into three classes and elected or appointed in such manner as
shall be specified by the Certificate of Incorporation or applicable law.  The
first Board of Directors shall consist of seven directors.  Thereafter, within
the limits above specified, the number of directors shall be determined by
resolution of the Board of Directors.

    3.3.  Nomination of Directors

          The Board of Directors shall nominate candidates to stand for election
as directors; and other candidates also may be nominated by any stockholder,
provided such other nomination(s) are submitted in writing to the Secretary of
the Corporation no later than 90 days prior to the meeting of stockholders at
which such directors are to be elected, together with the identity of the
nominator and the number of shares of the Corporation's stock owned, directly or
indirectly, by the nominator.  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.

    3.4.  Vacancies

          Vacancies and newly created directorships resulting from any increase
in the authorized number of directors shall be filled in such manner as shall be
fixed by, or in the manner specified in, the Certificate of Incorporation.

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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, Chief Executive Officer or President on one day's notice 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, and on five days' notice by 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.

          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.  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

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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 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 of Directors 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; but no such committee
shall have the power or authority to amend 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),
adopt an agreement of merger or consolidation pursuant to Sections 251 or 252 of
the Delaware General Corporation Law, recommend to the stockholders the sale,
lease or exchange of all or substantially all of the Corporation's property and
assets, recommend to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amend the Bylaws; and unless the resolutions,
these Bylaws or the Certificate of Incorporation expressly so provide, no such
committee

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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.

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,
without limitation, a Chairperson, a Chief Executive Officer, a Chief Financial
Officer, a Chief Information Officer, and one or more Vice Chairpersons,
Executive Vice Presidents, Senior Vice Presidents, Vice Presidents, Assistant
Secretaries, Assistant Treasurers and Corporate Controllers.  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,
President, Chief Financial Officer and/or any Executive President, Senior Vice
President or Vice President may execute bonds, mortgages and other documents,
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.

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    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, 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

          Subject to the authority of the Board of Directors, the Chief
Executive Officer shall direct and supervise the business, operations, and
affairs of the Corporation and perform such other duties as may be assigned him
from time to time by the Board of Directors.  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, 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 be the chief operating officer of the Corporation
and shall have responsibility and authority for management of the day-to-day
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, 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.  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 shall 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

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duties of the President, and when so acting shall have all the powers of, and be
subject to all the restrictions upon, the President.

    4.6.  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.

    4.7.  Assistant Secretary

          The Assistant Secretary, or if there shall 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.

    4.8.  Treasurer

          The Treasurer shall be the chief financial officer of the Corporation
and 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, and
the Board of Directors, upon request, an account of all financial transactions
and of the financial condition of the Corporation.

    4.9.  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.

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    4.10. 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 or at the direction of 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.

    4.11. 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.

    4.12. 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, Chief Executive Officer, President
or any Vice President, and by the Treasurer, Secretary or any Assistant
Treasurer or Assistant Secretary of the Corporation.  Any or all of the
signatures on the certificate may be by 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

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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.

          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,

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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 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

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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 Bylaw, 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.

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    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 Board of 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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    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 Corporation shall not have a corporate seal.  All instruments that
are executed on behalf of the Corporation which are acknowledged and which
affect an interest in real estate shall be executed by the Chairperson, the
Chief Executive Officer, the President or any Vice President and by the
Secretary, the Treasurer, any Assistant Secretary or any Assistant Treasurer,
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.


                           *     *     *     *     *

          The foregoing Bylaws were adopted by the Board of Directors on
____________, 1996, and by the stockholders on _____________, 1996 and amended
as of __________, 1996.




                                              --------------------------
                                              Casey D. Mahon
                                              Secretary

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