Exhibit 3.2  OTELCO INC.   Incorporated under the laws of the State of Delaware  
  THIRD AMENDED AND RESTATED BY-LAWS  
   As adopted on December 21, 2004


THIRD AMENDED AND RESTATED  BY-LAWS OF  OTELCO INC.  ARTICLE I  OFFICES  1.1          Registered Office.  The registered office of Otelco Inc. (successor
by corporate conversion to Rural LEC Acquisition LLC, the Corporation)
in the State of Delaware shall be at 9 East Loockerman Street, City of Dover,
County of Kent 19901, and the registered agent in charge thereof shall be
National Registered Agents, Inc.  1.2          Principal Office.  The principal office for the transaction of
the business of the Corporation shall be at such place as may be established by
the Board of Directors (the Board). 
The Board is granted full power and authority to change said principal
office from one location to another.  1.3          Other Offices.  The Corporation may also have an office or
offices at any other place or places within or outside the State of Delaware.  ARTICLE II  MEETING OF STOCKHOLDERS  2.1          Annual Meetings.  The annual meeting of the stockholders for
the election of directors, and for the transaction of such other business as
may properly come before the meeting, shall be held at such place, date and
hour as shall be fixed by the Board and designated in the notice or waiver of
notice thereof.  2.2          Special Meetings.  A special meeting of the stockholders for any
purpose or purposes may be called by the Board pursuant to (a) a resolution
adopted by a majority of the members of the Board or (b) a request by holders
of at least a majority of the voting power of all outstanding shares of the
capital stock of the Corporation entitled to vote at such special meeting (the Voting
Stock), in each case to be held at such place, date and hour as shall be
designated in the notice or waiver of notice thereof; provided, however,
that if and to the extent that any special meeting of stockholders may be
called by any other person or persons specified in any provisions of the


Certificate of Incorporation of the
Corporation (as amended, restated and/or supplemented, including by way of a
designation of one or more series of Preferred Stock pursuant to a certificate
of designations, rights, and preferences thereof, the Certificate of Incorporation)
or any amendment thereto, or any certificate filed under Section 151(g) of the
Delaware Statute (as defined below), then such special meeting may also be
called by the person or persons in the manner, at the times and for the
purposes so specified.  2.3          Notice of Meetings.  Except as otherwise required by applicable
law, the Certificate of Incorporation or these By-laws, notice of each annual
or special meeting of the stockholders shall be given to each stockholder of
record entitled to vote at such meeting not less than 10 nor more than 60 days
before the day on which the meeting is to be held, by delivering written notice
thereof to such stockholder personally, or by mailing a copy of such notice,
postage prepaid, directly to such stockholder at his, her or its address as it
appears in the records of the Corporation, or by transmitting such notice
thereof to such stockholder at such address by telegraph, cable or other
telephonic transmission.  Every such
notice shall state the place, the date and hour of the meeting, and, in case of
a special meeting, the purpose or purposes for which the meeting is
called.  If mailed, such notice shall be
deemed to be given when deposited in the United States mail, postage pre-paid,
directed to the stockholder at such address as appears on the records of the
Corporation.  Notice of any meeting of
stockholders shall not be required to be given to any stockholder who shall
attend such meeting in person or by proxy, or who shall, in person or by
attorney thereunto authorized, waive such notice in writing, either before or
after such meeting.  Except as otherwise
provided in these By-laws, neither the business to be transacted at, nor the
purpose of, any meeting of the stockholders need be specified in any such
notice or waiver of notice.  Notice of
any adjourned meeting of stockholders shall not be required to be given, except
when expressly required by law.  2.4          Quorum.  At each meeting of the stockholders, except
where otherwise provided by applicable law, the Certificate of Incorporation or
these By-laws, the holders of a majority of the voting power of the issued and
outstanding Voting Stock, present in person or represented by proxy, shall
constitute a quorum for the transaction of business; provided, however,
that the stockholders present at a duly called or held meeting at which a
quorum is present may continue to transact business until adjournment
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum, if any action taken (other than adjournment) is approved by at least a
majority of the shares required to constitute a quorum.  In the absence of a quorum, a majority in
voting interest of the stockholders present in person or represented by proxy and
entitled to vote, or, in the absence of all the stockholders entitled to vote,
any officer entitled to preside at, or act as secretary of, such meeting, shall
have the power to adjourn the meeting from time to time, without notice other
than an announcement at the meeting until stockholders holding the requisite
amount of stock to constitute a quorum shall be present or represented.  At any such adjourned meeting at which a
quorum shall be present, any business may be transacted which might have been
transacted at the meeting as originally called. 
The chairman of the meeting may determine that a quorum is present based
upon any reasonable evidence of the presence in person or by proxy of
stockholders holding a majority of the voting power of the Voting Stock,  2


including without limitation, evidence from
any record of stockholders who have signed a register indicating their presence
at the meeting.  If the adjournment is
for more than 30 days, or if, after the adjournment, a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.  2.5          Organization.  (a)           Unless otherwise determined by the
Board, at each meeting of the stockholders, one of the following shall act as
chairman of the meeting and preside thereat, in the following order of
precedence:  (i)            the Chairman, if any;  (ii)           the Chief Executive Officer;  (iii)          the President;  (iv)          any director, officer or stockholder
of the Corporation designated by the Board to act as chairman of such meeting
and to preside thereat if the Chairman, the Chief Executive Officer or the
President shall be absent from such meeting; or  (v)           a stockholder of record who shall be
chosen chairman of such meeting by a majority in voting interest of the
stockholders present in person or by proxy and entitled to vote thereat.  (b)           The Secretary or, if he or she shall
be presiding over such meeting in accordance with the provisions of this
Section 2.5 or if he or she shall be absent from such meeting, the person (who
shall be an Assistant Secretary, if an Assistant Secretary has been appointed
and is present) whom the chairman of such meeting shall appoint, shall act as
secretary of such meeting and keep the minutes thereof.  2.6          Order of Business.  The date and time of the opening and the
closing of the polls for each matter upon which the stockholders will vote at a
meeting shall be announced at the meeting by chairman of the meeting.  The Board may adopt by resolution such rules
and regulations for the conduct of the meeting of stockholders as it shall deem
appropriate.  Except to the extent
inconsistent with such rules and regulations as adopted by the Board, the
chairman of such meeting of stockholders shall have the right and authority to
convene and to adjourn the meeting, determine the order of business to be
transacted at such meeting, to prescribe such rules, regulations and procedures
and to do all such acts as, in the judgment of such chairman, are appropriate
for the proper conduct of the meeting. 
Such rules, regulations or procedures, whether adopted by the Board or
prescribed by the chairman of the meeting, may include, without limitation, the
following:  (i) the establishment of an
agenda or order of business for the meeting; (ii) rules and procedures for
maintaining order at the meeting and the safety of those present; (iii)
limitations on attendance at or participation in the meeting to stockholders of
record of the Corporation, their duly authorized and constituted proxies or
such other persons as the chairman of the meeting shall determine; (iv)
restrictions on entry to the meeting after the time fixed for the commencement
thereof; and (v)  3


limitations on the time allotted to questions
or comments by participants.  The
chairman at any meeting of stockholders, in addition to making any other
determinations that may be appropriate to the conduct of the meeting, shall, if
the facts warrant, determine and declare to the meeting that a matter or
business was not properly brought before the meeting and if such chairman
should so determine, such chairman shall so declare to the meeting and any such
matter or business not properly brought before the meeting shall not be
transacted or considered.  Unless and to
the extent determined by the Board or the person presiding over the meeting,
meetings of stockholders shall not be required to be held in accordance with
the rules of parliamentary procedure.  2.7          Voting.  (a)           Except as otherwise provided by law,
the Certificate of Incorporation or these By-laws, at each meeting of the
stockholders, every stockholder of the Corporation shall be entitled, in person
or by proxy, to that number of votes provided for in the Certificate of
Incorporation in respect of each share of Voting Stock held by him, her or it
and registered in his, her or its name, as applicable, on the books of the
Corporation on the date fixed pursuant to Section 6.8 as the record date for
the determination of stockholders entitled to vote at such meeting.  Persons holding stock in a fiduciary capacity
shall be entitled to vote the shares so held. 
A person whose stock is pledged shall be entitled to vote, unless, in
the transfer by the pledgor on the books of the Corporation, he has expressly
empowered the pledgee to vote thereon, in which case only the pledgee or his,
her or its proxy may represent such stock and vote thereon.  If shares or other securities having voting
power stand in the record of two or more persons, whether fiduciaries, members
of a partnership, joint tenants, tenants in common, tenants by the entirety or
otherwise, or if two or more persons have the same fiduciary relationship
respecting the same shares, unless the Secretary shall be given written notice
to the contrary and furnished with a copy of the instrument or order appointing
them or creating the relationship wherein it is so provided, their acts with
respect to voting shall have the following effect:  (i)            if only one votes, his, her or its
act binds all;  (ii)           if more than one votes, the act of
the majority so voting binds all; and  (iii)          if more than one votes, but the vote
is evenly split on any particular matter, such shares shall be voted in the
manner provided by law.  (b)           If the instrument so filed shows that
any such tenancy is held in unequal interests, a majority or even-split for the
purposes of this Section 2.7 shall be a majority or even-split in
interest.  The Corporation shall not vote
directly or indirectly any share of its own capital stock.  Any vote of stock may be given by the
stockholder entitled thereto in person or by his, her or its proxy appointed by
an instrument in writing in the manner set forth in clause (c) below,
subscribed by such stockholder or by his, her or its attorney thereunto
authorized, delivered to, and filed by, the secretary of the meeting; provided,
however, that no proxy shall be voted after three years from its date,
unless said proxy provides for a longer period. 
At all meetings of the stockholders, all matters (except where other
provision is made by law, the Certificate of Incorporation or these By-laws, in
which case such express provision shall govern and control  4


the decision of such
matter) shall be decided by the vote of a majority in voting interest of the
stockholders present in person or by proxy at such meeting and entitled to vote
thereon, a quorum being present.  Unless
demanded by a stockholder present in person or by proxy at any meeting and
entitled to vote thereon, the vote on any question need not be by ballot.  Upon a demand by any such stockholder for a
vote by ballot upon any question, such vote by ballot shall be taken.  On a vote by ballot, each ballot shall be
signed by the stockholder voting, or by his, her or its proxy, if there be such
proxy, and shall state the number of shares voted.  (c)           Without limiting the manner in which
a stockholder may authorize another person or persons to act for such
stockholder as proxy pursuant to the General Corporation Law of the State of
Delaware (the Delaware Statute), the following shall constitute a
valid means by which a stockholder may grant such authority: (i) a stockholder
may execute a writing authorizing another person or persons to act for such
stockholder as proxy, and execution of the writing may be accomplished by the
stockholder or the stockholders authorized officer, director, employee or
agent signing such writing or causing his or her signature to be affixed to such
writing by any reasonable means including, but not limited to, by facsimile
signature; or (ii) a stockholder may authorize another person or persons to act
for such stockholder as proxy by transmitting or authorizing the transmission
of a telegram, cablegram or other means or electronic transmissions to the
person who will be the holder of the proxy or to a proxy solicitation firm,
proxy support service organization or like agent duly authorized by the person
who will be the holder of the proxy to receive such transmission, provided that
any such telegram, cablegram or other means of electronic transmission must
either set forth or be submitted with information from which it can be
determined that the telegram, cablegram or other transmissions are valid.  If it is determined that such telegrams,
cablegrams or other electronic transmissions are valid, the inspectors, or if
there are no inspectors, such other persons making that determination shall
specify the information upon which they relied.  Any copy, facsimile telecommunication or
other reliable reproduction of writing or transmission created pursuant to the
preceding paragraph of this Section 2.7 may be substituted or used in lieu of
the original writing or transmission for any and all purposes for which the
original writing or transmission could be used, provided that such copy,
facsimile telecommunication or other reproduction shall be a complete
reproduction for the entire original writing or transmission.  2.8          Inspection.  (a)           The chairman of the meeting may at
any time appoint one or more inspectors to serve at any meeting of the
stockholders.  Any inspector may be
removed, and a new inspector or inspectors appointed, by the Board at any time.  Such inspectors shall decide upon the
qualifications of voters, accept and count votes, declare the results of such
vote, and subscribe and deliver to the secretary of the meeting a certificate
stating the number of shares of stock issued and outstanding and entitled to
vote thereon and the number of shares voted for and against the question,
respectively.  The inspectors need not be
stockholders of the Corporation, and any director or officer of the Corporation
may be an inspector on any question other than a vote for or against his or her
election to any position with the Corporation or on any other matter in which
he or she may be directly interested. 
Before acting as herein provided, each inspector  5


shall subscribe an oath
faithfully to execute the duties of an inspector with strict impartiality and
according to the best of his or her ability.  (b)           The inspector shall perform his or
her duties and shall make all determinations in accordance with the Delaware
Statute including, without limitation, Section 231 of the Delaware Statute.  2.9          List of Stockholders.  It shall be the duty of the Secretary or
other officer of the Corporation who shall have charge of its stock ledger to
prepare and make, at least 10 days before every meeting of the stockholders, a
complete list of the stockholders entitled to vote thereat, 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 any such meeting, during ordinary
business hours, for a period of at least 10 days prior to such meeting, either
at a place within the city where such meeting is to be held, which place shall
be specified in the notice of the meeting or, if not so specified, at the place
where the meeting is to be held.  Such
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.  2.10        Transaction of Business.  (a)           Annual Meetings of Stockholders.  (i)            Nominations of persons for election
to the Board and the proposal of business to be considered by the stockholders
may be made at an annual meeting of stockholders only (A) pursuant to the
Corporations notice of meeting (or any supplement thereto) delivered pursuant
to Section 2.3 of these By-laws, (B) by or at the direction of the Board or (C)
by any stockholder of the Corporation who is entitled to vote at the meeting,
who has complied with the notice procedures set forth in subparagraphs (ii) and
(iii) of this Section 2.10(a) and who was a stockholder of record at the time
such notice is delivered to the Secretary of the Corporation.  (ii)           For nominations or other business to
be properly brought before an annual meeting by a stockholder pursuant to
clause (C) of Section 2.10(a)(i), the stockholder must have given timely notice
thereof in writing to the Secretary of the Corporation, and, in the case of
business other than nominations, such other business must be a proper matter
for stockholder action.  To be timely, a
stockholders notice shall be delivered to the Secretary at the principal
executive offices of the Corporation not less than 90 days nor more than 120
days prior to the first anniversary of the preceding years annual meeting; provided,
however, that in the event that the date of the annual meeting is
advanced by more than 20 days, or delayed by more than 70 days, from such
anniversary date, notice by the stockholder to be timely must be so delivered
not earlier than the 120th day prior to such annual meeting and not later than
the close of business on the later of the 90th day prior to such annual meeting
or the tenth day following the day on which public announcement of the date of
such meeting is first made by the Corporation. 
Such stockholders notice shall set forth (A) as to each person whom the  6


stockholder proposes to
nominate for election or re-election as a director all 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 (the Exchange
Act), including such persons written consent to being named in the proxy
statement as a nominee and to serving as a director if elected; (B) as to any
other business that the stockholder proposes to bring before the meeting, a
brief description of the business desired to be brought before the meeting, the
text of the proposal or business (including the text of any resolutions
proposed for consideration and in the event that such business includes a
proposal to amend the By-laws of the Corporation, the language of the proposed
amendment), the reasons for conducting such business at the meeting and any
material interest in such business of such stockholder and the beneficial
owner, if any, on whose behalf the proposal is made; and (C) as to the stockholder
giving the notice and the beneficial owner, if any, on whose behalf the
nomination or proposal is made (i) the name and address of such stockholder, as
they appear on the Corporations books, and of such beneficial owner, (ii) the
class and number of shares of the Corporation which are owned beneficially and
of record by such stockholder and such beneficial owner, and that such shares
have been held for the period required by any applicable law, (iii) a
representation that the stockholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to propose such business or nomination and (iv) a
representation whether the stockholder or the beneficial owner, if any, intends
or is part of a group which intends (x) to deliver a proxy statement and/or
form of proxy to holders of at least the percentage of the Corporations
outstanding capital stock required to approve or adopt the proposal or elect
the nominee and/or (y) otherwise to solicit proxies from stockholders in
support of such proposal or nomination. 
The foregoing notice requirements shall be deemed satisfied by a
stockholder if the stockholder has notified the Corporation of his, her or its intention
to present a proposal at an annual meeting in compliance with Rule 14a-8 (or
any successor thereof) promulgated under the Exchange Act and such stockholders
proposal has been included in a proxy statement that has been prepared by the
Corporation to solicit proxies for such annual meeting.  The Corporation may require any proposed
nominee to furnish such other information as it may reasonably require to
determine the eligibility of such proposed nominee to serve as a director of
the Corporation.  (iii)          Notwithstanding anything in the second
sentence of Section 2.10(a)(ii) to the contrary, in the event that the number
of directors to be elected to the Board at an annual meeting is increased and
there is no public announcement by the Corporation naming all of the nominees
for director or specifying the size of the increased Board made by the
Corporation at least 100 days prior to the first anniversary of the preceding
years annual meeting, a stockholders notice required by this by-law shall
also be considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be delivered to the Secretary
at the principal executive offices of the Corporation not later than the close
of business on the tenth day following the day on which such public
announcement is first made by the Corporation.  (b)           Special Meetings of Stockholders.  Only such business shall be conducted at a
special meeting of stockholders as shall have been brought before the meeting
as set forth in the Corporations notice of meeting pursuant to Section 2.3 of
these By-laws.  Nominations of persons
for election to the Board may be made at a special meeting of stockholders at
which  7


directors are to be
elected pursuant to the Corporations notice of meeting (i) by or at the
direction of the Board or (ii) by any stockholder of the Corporation who is
entitled to vote at the meeting, who complies with the notice procedures set
forth in this by-law and who is a stockholder of record at the time such notice
is delivered to the Secretary of the Corporation.  Nominations by stockholders of persons for
election to the Board may be made at such a special meeting of stockholders if
the stockholders notice as required by Section 2.10(a)(ii) of this by-law
shall be delivered to the Secretary at the principal executive offices of the
Corporation not later than the close of business on the later of the 90th
day prior to such special meeting or the tenth day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the Board to be elected at such meeting.  (c)           General.  (i)            Only persons who are nominated in
accordance with the procedures set forth in this by-law shall be eligible to
serve as directors elected by the Corporations stockholders and only such
business shall be conducted at a meeting of stockholders as shall have been
brought before the meeting in accordance with the procedures set forth in this
by-law.  Except as otherwise provided by
law, the Certificate of Incorporation or these By-laws, the chairman of the
meeting shall have the power and duty to determine whether a nomination or any
business proposed to be brought before the meeting was made in accordance with
the procedures set forth in this by-law and, if any proposed nomination or
business is not in compliance with this by-law, to declare that such defective
nomination shall be disregarded or that such proposed business shall not be
transacted.  Notwithstanding the
foregoing provisions of this by-law, if the nominating or proposing stockholder
(or a qualified representative of the nominating or proposing stockholder) does
not appear at the annual or special meeting of stockholders of the Corporation
to present a nomination or business, such nomination shall be disregarded and
such proposed business shall not be transacted, notwithstanding that proxies in
respect of such vote may have been received by the Corporation.  (ii)           For purposes of this Section 2.10, public
announcement shall mean disclosure in a press release reported by the Dow
Jones News Service, Associated Press or comparable national news service or in
a document publicly filed by the Corporation with Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.  (iii)          For purposes of this by-law, no
adjournment nor notice of adjournment of any meeting shall be deemed to
constitute a new notice of such meeting for purposes of this Section 2.10, and
in order for any notification required to be delivered by a stockholder
pursuant to this Section 2.10 to be timely, such notification must be delivered
within the periods set forth above with respect to the originally scheduled
meeting.  (iv)          Notwithstanding the foregoing
provisions of this by-law, a stockholder shall also comply with all applicable
requirements of the Exchange Act and the rules and regulations thereunder with
respect to the matters set forth in this by-law.  Nothing in this by-law shall be deemed to affect
any rights of (A) stockholders to request inclusion of proposals in the
Corporations proxy statement pursuant to Rule 14a-8 under the Exchange Act or
(B) the holders of any series of preferred stock to elect directors pursuant to
any applicable provisions of the Certificate of Incorporation (including any
certificate of designations relating to such series).  8


ARTICLE III  BOARD OF DIRECTORS  3.1          General Powers.  The business, property and affairs of the
Corporation shall be managed by or under the direction of the Board, which may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by law or by the Certificate of Incorporation directed or
required to be exercised or done by the stockholders.  3.2          Number and Term of Office.  The number of directors shall be fixed from
time to time by the Board as provided in the Certificate of Incorporation.  Directors need not be stockholders.  Each director shall hold office until his or
her successor is elected and qualified, or until his or her earlier death or
resignation or removal in the manner hereinafter provided.  3.3          Election of Directors.  At each meeting of the stockholders for the
election of directors at which a quorum is present, the persons receiving the
greatest number of votes, up to the number of directors to be elected, of the
stockholders present in person or by proxy and entitled to vote thereon shall
be the directors; provided, however, that for purposes of such
vote no stockholder shall be allowed to cumulate his, her or its votes.  Unless an election by ballot shall be
demanded as provided in Section 2.7, election of directors may be conducted in
any manner approved at such meeting.  3.4          Resignation.  Any director may resign at any time by giving
written notice to the Board, the Chairman, the Chief Executive Officer, the
President or the Secretary.  Such
resignation shall take effect at the time specified therein or, if the time be
not specified, upon receipt thereof. 
Unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.  3.5          Meetings.  (a)           Annual Meetings.  As soon as practicable after each annual
election of directors, the Board shall meet for the purpose of organization and
the transaction of other business, unless it shall have transacted all such
business by written consent pursuant to Section 3.6.  (b)           Other Meetings.  Other meetings of the Board shall be held at
such times and places as the Board, the Chairman, the Chief Executive Officer,
the President or any director shall from time to time determine.  (c)           Notice of Meetings.  Notice shall be given to each director of
each meeting, including the time, place and purpose of such meeting.  Notice of each such meeting shall be mailed
to each director, addressed to him or her at his or her residence or usual
place of  9


business, at least forty
eight (48) hours before the date on which such meeting is to be held, or shall
be sent to him or her at such place by telegraph, cable, wireless or other form
of recorded communication, or be delivered personally or by telephone not later
than the day before the day on which such meeting is to be held.  A written waiver of notice, signed by the
person entitled thereto, whether before or after the time of the meeting stated
therein, shall be deemed equivalent to notice. 
Notice of any meeting need not be given to any director who shall attend
such meeting in person (except when the director attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened), or who shall waive notice thereof, before or after such meeting, in
writing or by electronic transmission.  (d)           Place of Meetings.  The Board may hold its meetings at such place
or places within or outside the State of Delaware as the Board may from time to
time determine, or as shall be designated in the respective notices or waivers
of notice thereof.  (e)           Quorum and Manner of Acting.  A majority of the total number of directors
then in office shall constitute a quorum for the transaction of business, and
the vote of a majority of those directors present at any such meeting at which
a quorum is present shall be necessary for the passage of any resolution or act
of the Board, except as otherwise expressly required by law or these
By-laws.  In the absence of a quorum for
any such meeting, a majority of the directors present thereat may adjourn such
meeting from time to time until a quorum shall be present.  Notice of any adjourned meeting need not be
given.  (f)            Organization.  At each meeting of the Board, one of the
following shall act as chairman of the meeting and preside thereat, in the
following order of precedence:  (i)            the Chairman, if any;  (ii)           the Chief Executive Officer (if a
director);  (iii)          the President (if a director); or  (iv)          any director designated by a majority
of the directors present.  The Secretary or, in the case of his or her absence,
an Assistant Secretary, if an Assistant Secretary has been appointed and is
present, or any person whom the chairman of the meeting shall appoint shall act
as secretary of such meeting and keep the minutes thereof.  3.6          Directors Consent in Lieu of Meeting.  Any action required or permitted to be taken
at any meeting of the Board or of any committee thereof, may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by all the directors then in
office or all members of such committee, as the case may be, and such consent
is filed with the minutes of the proceedings of the Board or committee.  10


3.7          Action by Means of Conference
Telephone or Similar Communications Equipment.  Any one or more members of the Board may
participate in a meeting of the Board by means of conference telephone or
similar communications equipment by which all persons participating in the
meeting can hear each other, and participation in a meeting by such means shall
constitute presence in person at such meeting.  3.8          Committees.  Except as otherwise provided by applicable
law, the Board may, by resolution or resolutions passed by a majority of the
whole Board, designate one or more committees, each such committee to consist
of at least one or more directors of the Corporation, which to the extent
provided in said resolution or resolutions shall have and may exercise the
powers of the Board 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, such committee or committees to have such name or
names as may be determined from time to time by resolution adopted by the
Board.  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.  Upon the absence or disqualification of a
member of a committee, if the Board has not designated one or more alternates
(or if such alternate(s) is then absent or disqualified), the member or members
thereof present at any meeting and not disqualified from voting, whether or not
such member or members constitute a quorum, may unanimously appoint another
member of the board to act at the meeting in the place of any such absent or
disqualified member or alternate.  A majority
of all the members of any such committee may determine its action and fix the
time and place of its meetings, unless the Board shall otherwise provide.  The Board shall have power to change the
members of any such committee at any time, to fill vacancies and to discharge
any such committee, either with or without cause, at any time.  3.9          Fees and Compensation  Each director and each member of a committee
of the Board shall receive such fees and reimbursement of expenses incurred on
behalf of the Corporation or in attending meetings as the Board may from time
to time determine.  No such payment shall
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefore.  ARTICLE IV  OFFICERS  4.1          Executive Officers.  The principal officers of the Corporation
shall be a Chairman, if one is appointed (and any references to the Chairman
shall not apply if a Chairman has not been appointed), a Chief Executive
Officer, a President, a Chief Financial Officer and a Secretary, and may
include such other officers as the Board may appoint pursuant to Section
4.3.  Any two or more offices may be held
by the same person.  11


4.2          Authority and Duties.  All officers, as between themselves and the
Corporation, shall have such authority and perform such duties in the
management of the Corporation as may be provided in these By-laws or, to the
extent so provided, by the Board.  4.3          Other Officers.  The Corporation may have such other officers,
agents and employees as the Board may deem necessary, including one or more
Assistant Secretaries and one or more Vice Presidents, each of whom shall hold
office for such period, have such authority and perform such duties as the
Board, the Chairman, the Chief Financial Officer or the President may from time
to time determine.  The Board may
delegate to any principal officer the power to appoint and define the authority
and duties of, or remove, any such officers, agents or employees. The officers
of the Corporation need not be stockholders of the Corporation, nor, except in
the case of the Chairman of the Board, need such officers be directors of the
Corporation.  4.4          Term of Office, Resignation, Removal
and Disability.  (a)           All officers shall be elected or
appointed by the Board and shall hold office for such term as may be prescribed
by the Board.  Each officer shall hold
office until his or her successor has been elected or appointed and qualified
or until his or her earlier death or resignation or removal in the manner
hereinafter provided.  (b)           Any officer may resign at any time by
giving written notice to the Board, the Chairman, the Chief Executive Officer,
the President or the Secretary.  Such
resignation shall take effect at the time specified therein or, if the time be
not specified, at the time it is accepted by action of the Board.  Except as aforesaid, the acceptance of such
resignation shall not be necessary to make it effective.  (c)           All officers and agents elected or
appointed by the Board shall be subject to removal, with or without cause, at
any time by the Board.  (d)           Unless otherwise provided in these
By-laws, in the absence or disability of any officer of the Corporation, the
Board may, during such period, delegate such officers powers and duties to any
other officer or to any director and the person to whom such powers and duties
are delegated shall, for the time being, hold such office.  4.5          Vacancies.  If the office of Chairman, Chief Executive
Officer, President, Chief Financial Officer or Secretary becomes vacant for any
reason, the Board shall fill such vacancy, and if any other office becomes
vacant, the Board may fill such vacancy. 
Any officer so appointed or elected by the Board shall serve only until
such time as the unexpired term of his or her predecessor shall have expired,
unless reelected or reappointed by the Board.  12


4.6          The Chairman.  The Chairman shall give counsel and advice to
the Board and the officers of the Corporation on all subjects concerning the
welfare of the Corporation and the conduct of its business and shall perform
such other duties as the Board may from time to time determine.  Unless otherwise determined by the Board, he or
she shall preside at meetings of the Board and of the stockholders at which he or
she is present and shall see that all orders and resolutions of the Board are
carried into effect.  4.7          The Chief Executive Officer.  The Chief Executive Officer shall be
responsible for the general direction of the business and affairs of the
Corporation, subject to the authority of the Board and the Chairman, and shall
perform such other duties as may from time to time be assigned to him or her by
the Board, the Chairman, or as prescribed by law or these By-laws.  4.8          The President.  The President shall be the chief operating
and administrative officer of the Corporation, subject to the authority of the
Board, the Chairman and the Chief Executive Officer.  After the Chairman and the Chief Executive
Officer, he or she shall direct the policies and management of the
Corporation.  The President shall perform
such other duties as from time to time may be assigned to him or her by the
Board, the Chairman or the Chief Executive Officer, or as otherwise prescribed
by law of these By-laws.  4.9          The Secretary.  The Secretary shall, to the extent
practicable, attend all meetings of the Board and all meetings of the
stockholders and shall record all votes and the minutes of all proceedings in a
book to be kept for that purpose.  He or
she may give, or cause to be given, notice of all meetings of the stockholders
and of the Board, and shall perform such other duties as may be prescribed by
the Board, the Chairman, the Chief Executive Officer or the President, under
whose supervision he or she shall act. 
He or she shall keep in safe custody the seal of the Corporation and
affix the same to any duly authorized instrument requiring it and, when so
affixed, it shall be attested by his or her signature or by the signature, if
appointed, of an Assistant Secretary.  He
or she shall perform all other duties incident to the office of Secretary and
such other duties as from time to time may be assigned to him or her by the
Board, the Chairman, the Chief Executive Officer or the President.  4.10        The Chief Financial Officer or
Treasurer.  The Chief Financial Officer or Treasurer
shall have the care and custody of the corporate funds and other valuable
effects, including securities, shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board.  The Chief Financial Officer or Treasurer
shall perform all other duties incident to the office of Chief Financial
Officer or Treasurer and such other duties as  13


from time to time may be assigned to him or
her by the Board, the Chairman, Chief Executive Officer or Treasurer or the
President.  ARTICLE V  CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.  5.1          Execution of Documents.  The Board shall designate, by either specific
or general resolution, the officers, employees and agents of the Corporation
who shall have the power to execute and deliver deeds, contracts, mortgages,
bonds, debentures, checks, drafts and other orders for the payment of money and
other documents for and in the name of the Corporation, and may authorize such
officers, employees and agents to delegate such power (including authority to
redelegate) by written instrument to other officers, employees or agents of the
Corporation.  Unless so designated or
expressly authorized by these By-laws, no officer, employee or agent shall have
any power or authority to bind the Corporation by any contract or engagement,
to pledge its credit or to render it liable pecuniarily for any purpose or
amount.  5.2          Deposits.  All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
or otherwise as the Board or Chief Financial Officer or Treasurer, or any other
officer of the Corporation to whom power in this respect shall have been given
by the Board, shall select.  5.3          Proxies with Respect to Stock or Other
Securities of Other Corporations.  The Board shall designate the officers of the
Corporation who shall have authority from time to time to appoint an agent or
agents of the Corporation to exercise in the name and on behalf of the
Corporation the powers and rights which the Corporation may have as the holder
of stock or other securities in any other corporation, and to vote or consent
with respect to such stock or securities. 
Such designated officers may instruct the person or persons so appointed
as to the manner of exercising such powers and rights, and such designated
officers may execute or cause to be executed in the name and on behalf of the
Corporation and under its corporate seal or otherwise, such written proxies,
powers of attorney or other instruments as they may deem necessary or proper in
order that the Corporation may exercise its powers and rights.  ARTICLE VI  SHARES; SHARE ISSUANCE AND TRANSFER; FIXING RECORD DATE  6.1          Certificates for Shares.  Every owner of stock of the Corporation shall
be entitled to have a certificate certifying the number and class of shares
owned by him, her or it in the Corporation, which shall be in such form as
shall be prescribed by the Board. 
Certificates shall be numbered and issued in consecutive order and shall
be signed by, or in the name of, the Corporation by the Chairman, the  14


Chief Executive Officer, the President, the
Chief Financial Officer or any Vice President, and by the Secretary (or an
Assistant Secretary, if appointed).  In
case any officer or officers who shall have signed any such certificate or
certificates shall cease to be such officer or officers of the Corporation,
whether because of death, resignation or otherwise, before such certificate or
certificates shall have been delivered by the Corporation, such certificate or
certificates may nevertheless be adopted by the Corporation and be issued and
delivered as though the person or persons who signed such certificate had not
ceased to be such officer or officers of the Corporation.  6.2          Record.  A record in one or more counterparts shall be
kept of the name of the person, firm or corporation owning the shares
represented by each certificate for stock of the Corporation issued, the number
of shares represented by each such certificate, the date thereof and, in the
case of cancellation, the date of cancellation. 
Except as otherwise expressly required by law, the person in whose name
shares of stock stand on the stock record of the Corporation shall be deemed the
owner thereof for all purposes regarding the Corporation, and the Corporation
shall not be bound to recognize any equitable or other claim to or interest in
such share on the part of any other person, whether or not it shall have
express or other notice thereof.  6.3          Issuance of Class A Stock.  The Corporation shall only be permitted to
issue shares of its Class A common stock $0.01 par value per share (Class A
Stock), as part of an income deposit security (an IDS) of the
Corporation, except to the extent that such IDSs have separated into shares of
Class A Stock and Senior Subordinated Notes (as defined below) represented
thereby.  Such IDSs shall consist of one
share of Class A Stock and a senior subordinated note of the Corporation due
2019 (a Senior Subordinated Note) with a principal amount of $7.50.  6.4          Transfer and Registration of Stock.  Registration of transfers
of shares of the Corporation shall be made only on the books of the Corporation
upon request of the registered holder thereof, or of his, her or its attorney
thereunto authorized by power of attorney duly executed and filed with the
Secretary, and upon the surrender of the certificate or certificates for such
shares properly endorsed or accompanied by a stock power duly executed.  The Corporation shall provide that its books
shall remain open at all times during which the a class or series of the
Corporations equity securities are publicly listed.  6.5          Addresses of Stockholders.  Each stockholder shall designate to the
Secretary an address at which notices of meetings and all other corporate
notices may be served or mailed to him, her or it, and, if any stockholder
shall fail to designate such address, corporate notices may be served upon him,
her or it by mail directed to him, her or it at his, her or its post-office
address, if any, as the same appears on the share record books of the
Corporation or at his, her or its last known post-office address.  15


6.6          Lost, Destroyed and Mutilated
Certificates.  The holder of any shares of the Corporation
shall immediately notify the Corporation of any loss, destruction or mutilation
of the certificate therefor, and the Board may, in its discretion, cause to be
issued to him, her or it a new certificate or certificates for such shares,
upon the surrender of the mutilated certificates or, in the case of loss or
destruction of the certificate, upon satisfactory proof of such loss or
destruction, and the Board may, in its discretion, require the owner of the
lost or destroyed certificate or his, her or its legal representative to give
the Corporation a bond in such sum and with such surety or sureties as it may
direct to indemnify the Corporation against any claim that may be made against
it on account of the alleged loss or destruction of any such certificate.  6.7          Regulations.  The Board may make such rules and regulations
as it may deem expedient, not inconsistent with these By-laws, concerning the
issue, transfer and registration of certificates for stock of the Corporation.  6.8          Fixing Date for Determination of
Stockholders of Record.  (a)           In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, the Board 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, and which record date shall be not more
than 60 nor less than 10 days before the date of such meeting.  If no record date is fixed by the Board, the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held.  A determination of stockholders of
record entitled to notice of or to vote at a meeting of stockholders shall
apply to any adjournment of the meeting; provided, however, that
the Board may fix a new record date for the adjourned meeting pursuant to
Section 2.4 hereof.  (b)           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 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 60
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 adopts the
resolution relating thereto.  ARTICLE VII  SEAL  The Board may provide a corporate seal, which
shall be in the form of a circle and shall bear the full name of the
Corporation, the year of incorporation of the Corporation and the words and
figures Corporate Seal - Delaware.  In
lieu of a corporate seal, a facsimile thereof may be impressed or affixed or
reproduced.  16


ARTICLE VIII  FISCAL YEAR  The fiscal year of the Corporation shall be
the first day of January through and including the last day of December unless
otherwise determined by the Board.  ARTICLE IX  INDEMNIFICATION AND INSURANCE  9.1          Indemnification.  (a)           Each person who was or is made a
party or is threatened to be made a party to or is otherwise involved in any
threatened, pending or completed action, suit or Proceeding, whether civil,
criminal, administrative or investigative (a Proceeding), by reason of
the fact that he or she is or was a director, officer or employee of the
Corporation or is or was serving at the request of the Corporation as a
director, officer or employee of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with respect to an employee
benefit plan (each an Indemnitee), whether the basis of such
Proceeding is alleged action in an official capacity while serving as a
director, officer or employee or in any other capacity while serving as a
director, officer or employee, shall be indemnified and held harmless by the
Corporation as provided in the Certificate of Incorporation.  (b)           The rights to indemnification and to
the Advancement of Expenses conferred in the Certificate of Incorporation shall
not be exclusive of any other right which any person may have or hereafter
acquire under any statute, agreement, vote of stockholders or disinterested
directors or otherwise.  9.2          Insurance.  The Corporation may purchase and maintain
insurance, at its expense, to protect itself and any person who is or was a
director, officer, employee or agent of the Corporation or any person who is or
was serving at the request of the Corporation as a director, officer, employer
or agent of another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware Statute.  9.3          Indemnity Agreements.  The Corporation may enter into agreements
with any director, officer, employee or agent of the Corporation providing for
indemnification to the full extent permitted by the Delaware Statute.  17


ARTICLE X  AMENDMENT  Notwithstanding anything contained herein to
the contrary and except as otherwise provided in the Certificate of
Incorporation, these By-laws may be altered, amended or repealed, and new
By-laws may be adopted (to the extent not inconsistent with the laws of the
State of Delaware) by the affirmative vote of the holders of at least
two-thirds of the outstanding Voting Stock at a meeting of the stockholders
called for that purpose, or by the affirmative vote of a majority of the
members of the Board who are present at any regular or special meeting of the
Board.  * * * * *  18