Exhibit
      (3)(b)





BY-LAWS




OF




ALLTEL
      CORPORATION




(amended
      and restated as of January 25, 2008)









ARTICLE
      I




OFFICES




SECTION
      1.  REGISTERED OFFICE.  The registered office shall be
      established and maintained at the office of The Corporation Trust Company,
      in
      the City of Wilmington, in the County of New Castle, in the State of Delaware,
      and said corporation shall be the registered agent of this corporation in charge
      thereof.




SECTION
      2.  OTHER OFFICES.  The corporation may have other offices,
      either within or without the State of Delaware, at such place or places as
      the
      Board of Directors may from time to time appoint or the business of the
      corporation may require.




ARTICLE
      II




MEETING
      OF STOCKHOLDERS




SECTION
      1.  ANNUAL MEETINGS.  Annual meetings of stockholders for
      the election of directors and for such other business as may be stated in the
      notice of the meeting, shall be held at such place, either within or without
      the
      State of Delaware, and at such time and date as the Board of Directors, by
      resolution, shall determine and as set forth in the notice of the
      meeting.




If
      the
      date of the annual meeting shall fall upon a legal holiday, the meeting shall
      be
      held on the next business day.  At each annual meeting, the
      stockholders entitled to vote shall elect a Board of Directors and they may
      transact such other corporate business as shall be stated in the notice of
      the
      meeting.




SECTION
      2.  VOTING.  Each stockholder entitled to vote in accordance
      with the terms of the Certificate of Incorporation and in accordance with the
      provisions of these By-Laws shall be entitled to one vote, in person or by
      proxy, for each share of stock entitled to vote held by such stockholder, but
      no
      proxy shall be voted after three years from its date unless such proxy provides
      for a longer period.  Upon the demand of any stockholder, the vote for
      directors and the vote upon any question before the meeting, shall be by
      ballot.  All elections for directors







shall
      be
      decided by plurality vote; all questions shall be decided by majority vote
      except as otherwise provided by the Certificate of Incorporation or the laws
      of
      the State of Delaware.




A
      complete list of the stockholders entitled to vote at the ensuing election,
      arranged in alphabetical order, with the address of each, and the number of
      shares held by each, 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 within the city
      where the 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.  The list shall also be produced and kept at the meeting and
      place of the meeting during the whole time thereof, and may be inspected by
      any
      stockholder who is present.




SECTION
      3.  QUORUM.  Except as otherwise required by law, by the
      Certificate of Incorporation or by these By-Laws, the presence, in person or
      by
      proxy, of stockholders holding a majority of the stock of the corporation
      entitled to vote shall constitute a quorum at all meetings of the
      stockholders.  In case a quorum shall not be present at any meeting, a
      majority in interest of the stockholders entitled to vote thereat, present
      in
      person or by proxy, shall have the power to adjourn the meeting from time to
      time, without notice other than announcement at the meeting, until the requisite
      amount of stock entitled to vote shall be present.  At any such
      adjourned meeting at which the requisite amount of stock entitled to vote shall
      be represented, any business may be transacted which might have been transacted
      at the meeting as originally noticed; but only those stockholders entitled
      to
      vote at the meeting as originally noticed shall be entitled to vote at any
      adjournment or adjournments thereof.




SECTION
      4.  SPECIAL MEETINGS.  Special meetings of the stockholders
      for any purpose or purposes may be called by the President or the Secretary,
      or
      by resolution of the directors and may be held at such time and place, within
      or
      without the State of Delaware, as shall be stated in the notice of
      meeting.




SECTION
      5.  NOTICE OF MEETINGS.  Written notice, stating the place,
      date and time of the meeting, and the general nature of the business to be
      considered, shall be given to each stockholder entitled to vote thereat at
      such
      stockholder’s address as it appears on the records of the corporation, not less
      than ten nor more than sixty days before the date of the meeting.  No
      business other than that stated in the notice shall be transacted at any meeting
      without the unanimous consent of all the stockholders entitled to vote
      thereat.




SECTION
      6.  ACTION WITHOUT MEETING.  Unless otherwise provided by
      the Certificate of Incorporation, any action required to be taken at any annual
      or special meeting of stockholders, or any action which may be taken at any
      annual or special meeting, 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 the holders of outstanding stock having not less than the
      minimum number of votes that would be necessary to authorize or take such action
      at a meeting at which all shares entitled to vote thereon were present and
      voted.  Prompt notice of the taking of the corporate action without a
      meeting by less than unanimous written consent shall be given to those
      stockholders who have not consented in writing.




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ARTICLE
      III




DIRECTORS




SECTION
      1.  NUMBER AND TERM.  The number of directors shall be not
      fewer than one nor more than fifteen.  Within the limits specified
      above, the number of directors shall be determined by the Board of Directors
      or
      by the stockholders.  The directors shall be elected at the annual
      meeting of the stockholders and each director shall be elected to serve until
      such director’s successor shall be elected and shall
      qualify.  Directors need not be stockholders.





SECTION
      2.  RESIGNATIONS.  Any director, member of a committee or
      other officer may resign at any time.  Such resignation shall be made
      in writing or by electronic transmission, and shall take effect at the time
      specified therein, and if no time be specified, at the time of its receipt
      by
      the President or Secretary.  The acceptance of a resignation shall not
      be necessary to make it effective.




SECTION
      3.  VACANCIES.  If the office of any director, member of a
      committee or other officer becomes vacant, the remaining directors in office,
      though less than a quorum, by a majority vote, may appoint any qualified person
      to fill such vacancy, who shall hold office for the unexpired term and until
      such person’s successor shall be duly chosen.




SECTION
      4.  REMOVAL.  Except as hereinafter provided, any director
      or directors may be removed either for or without cause at any time by the
      affirmative vote of the holders of a majority of all the shares of stock
      outstanding and entitled to vote, at a special meeting of the stockholders
      called for the purpose and the vacancies thus created may be filled, at the
      meeting held for the purpose of removal, by the affirmative vote of a majority
      in interest of the stockholders entitled to vote.




If
      the
      holders of any class of series are entitled to elect one or more directors
      by
      the provisions of the Certificate of Incorporation, these provisions shall
      apply, in respect to the removal without cause of a director or directors so
      elected, to the vote of the holders of the outstanding shares of that class
      or
      series and not to the vote of the outstanding shares as a whole.




SECTION
      5.  POWERS.  The Board of Directors shall exercise all of
      the powers of the corporation except such as are by law, or by the Certificate
      of Incorporation of the corporation or by these By-Laws conferred upon or
      reserved to the stockholders.




SECTION
      6.  COMMITTEES.  The Board of Directors may, by resolution
      or resolutions passed by a majority of the whole board, designate one or more
      committees, each committee to consist of two or more directors of the
      corporation.  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.  In the absence or
      disqualification of any member of such committee or committees, the member
      or
      members thereof present at any meeting and not disqualified from voting, whether
      or not he/she or they constitute a quorum, may unanimously appoint another
      member of the Board of Directors to act at the meeting in the place of any
      such
      absent or disqualified member.




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Any
      such
      committee, to the extent provided in the resolution of the Board of Directors,
      or in these By-Laws, shall have and may exercise all the powers and authority
      of
      the Board of Directors in the management of the business and affairs of the
      corporation, and may authorize the seal of the corporation to be affixed to
      all
      papers which may require it; but no such committee shall have the power or
      authority in reference to amending the Certificate of Incorporation, adopting
      an
      agreement of merger or consolidation, recommending to the stockholders the
      sale,
      lease or exchange of all or substantially all of the corporation’s property and
      assets, recommending to the stockholders a dissolution of the corporation or
      a
      revocation of a dissolution, or amending the By-Laws of the corporation; and,
      unless the resolution, these By-Laws, or the Certificate of Incorporation
      expressly so provide, no such committee shall have the power or authority to
      declare a dividend or to authorize the issuance of stock.




SECTION
      7.  BOARD OBSERVERS.  Each director may appoint a non-voting
      observer to the Board of Directors (a “Board Observer”), who
      shall have the right to attend and observe, but not vote at, meetings of the
      Board of Directors and any committee thereof.




SECTION
      8.  MEETINGS.  Regular meetings of the directors may be held
      without notice at such places and times as shall be determined from time to
      time
      by resolution of the directors.




Special
      meetings of the board may be called by the President or, on the written request
      of any two directors, by the Secretary on at least two day’s notice to each
      director and shall be held at such place or places as may be determined by
      the
      directors, or shall be stated in the call of the meeting.




Unless
      otherwise restricted by the Certificate of Incorporation or by these By-Laws,
      members of the Board of Directors, any committee designated by the Board of
      Directors or any Board Observer, may participate in a meeting of the Board
      of
      Directors, or any committee, by means of telephone conference or similar
      communications equipment by means of which all persons participating in the
      meeting can hear each other, and such participation in a meeting shall
      constitute presence in person at the meeting.




SECTION
      9.  QUORUM.  A majority of the directors shall constitute a
      quorum for the transaction of business.  If at any meeting of the
      board there shall be less than a quorum present, a majority of those present
      may
      adjourn the meeting from time to time until a quorum is obtained, and no further
      notice thereof need be given other than by announcement at the meeting which
      shall be so adjourned.




SECTION
      10.  COMPENSATION.  Directors shall not receive any stated
      salary for their services as directors or as members of committees, but by
      resolution of the board a fixed fee and expenses of attendance may be allowed
      for attendance at each meeting.  Nothing herein contained shall be
      construed to preclude any director from serving the corporation in any other
      capacity as an officer, agent or otherwise, and receiving compensation
      therefor.




SECTION 11.  ACTION WITHOUT MEETING.  Any action required or
      permitted to be taken at any meeting of the Board of Directors, or of any
      committee thereof, may be taken without a meeting, if prior to such action
      all
      members of the board, or of such




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committee
      as the case may be, consent thereto in writing or by electronic transmission
      and
      such writing or electronic transmission is filed with the minutes of proceedings
      of the board or committee.




ARTICLE
      IV




OFFICERS




SECTION
      1.  OFFICERS.  The officers of the corporation shall bea President, a
      Treasurer, and a Secretary, all of whom shall be elected by the Board of
      Directors and who shall hold office until their successors are elected and
      qualified.  In addition, the Board of Directors may elect a Chairman,
      one or more Vice-Presidents, one or more Assistant Secretaries and such other
      officers and agents as it may deem advisable, who shall hold their offices
      until
      their successors are elected and qualified.  The officers or agents of
      the corporation shall have such duties and authority as generally pertain to
      their respective offices and such as may be prescribed by the Board of
      Directors.  None of the officers of the corporation need be
      directors.  More than two offices may be held by the same
      person.




ARTICLE
      V




MISCELLANEOUS




SECTION
      1.  CERTIFICATES OF
      STOCK.  The interest of each stockholder of the corporation shall be
      uncertificated shares evidenced by a book-entry system maintained by the
      corporation or the registrar of such stock; provided, however, the Board of
      Directors may  authorize by resolution that some or all of any class
      or classes or series of the corporation’s stock may be evidenced by certificates
      for shares of stock in such form as the Board of Directors or the appropriate
      officers of the corporation may prescribe. To the extent, if any, that such
      interests are represented by certificates, such certificates of stock shall
      be
      signed, countersigned and registered in such manner as the Board of Directors
      may by resolution prescribe, which resolution may permit all or any of the
      signatures on such certificates to be in facsimile. In case any officer,
      transfer agent or registrar who has signed or whose facsimile signature has
      been
      placed upon a certificate has 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 he or she were such officer, transfer agent or
      registrar at the date of issue.




SECTION
      2.  LOST
      CERTIFICATES.  To the extent, if any, that stockholder interests are
      evidenced by certificates, a new certificate of stock may be issued in the
      place
      of any certificate theretofore issued by the corporation, alleged to have been
      lost or destroyed, and the directors may, in their discretion, require the
      owner
      of the lost or destroyed certificate, or such owner’s legal representatives, to
      give the corporation a bond, in such sum as they may direct, not exceeding
      double the value of the stock, to indemnify the corporation against any claim
      that may be made against it on account of the alleged loss of any such
      certificate, or the issuance of any such new certificate.




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SECTION
      3.  TRANSFER OF
      SHARES.  Transfers of shares of the stock of the corporation shall be
      made only on the books of the corporation upon the authorization of the holder
      thereof in person or by such holder’s attorney or legal representative, and if
      such shares are represented by a certificate upon surrender for cancellation
      of
      certificates for the same number of shares, with an assignment and power of
      transfer endorsed thereon or attached thereto, duly executed, with such proof
      of
      the authenticity of the signature as the corporation or its agents may
      reasonably require. Transfers of uncertificated shares shall be effected as
      provided by applicable law.




SECTION
      4.  STOCKHOLDERS RECORD DATE.  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, or to express consent to corporate
      action in writing without a meeting, or entitled to receive payment of any
      dividend or other distribution or allotment of any rights, or 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,
      in
      advance, a record date, which shall not be more than sixty nor less than ten
      days before the date of such meeting, nor more than sixty days prior to any
      other action.  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 of Directors may fix a new
      record date for the adjourned meeting.




SECTION
      5.  DIVIDENDS.  Subject to the provisions of the Certificate
      of Incorporation, the Board of Directors may, out of funds legally available
      therefor at any regular or special meeting, declare dividends upon the capital
      stock of the corporation as and when they deem expedient.  Before
      declaring any dividend there may be set apart out of any funds of the
      corporation available for dividends, such sum or sums as the directors from
      time
      to time in their discretion deem proper for working capital or as a reserve
      fund
      to meet contingencies or for equalizing dividends or for such other purposes
      as
      the directors shall deem conducive to the interests of the company.




SECTION
      6.  SEAL.  The corporate seal shall be circular in form and
      shall contain the name of the corporation and the words “SEAL
      DELAWARE”.  Said seal may be used by causing it or a facsimile thereof
      to be impressed or affixed or reproduced or otherwise.





SECTION
      7.  FISCAL YEAR.  The fiscal year of the corporation shall
      be the calendar year unless and until otherwise determined by resolution of
      the
      Board of Directors.




SECTION
      8.  CHECKS.  All checks, drafts or other orders for the
      payment of money, notes or other evidences of indebtedness issued in the name
      of
      the corporation shall be signed by such officer or officers, agent or agents
      of
      the corporation, and in such manner as shall be determined from time to time
      by
      resolutions of the Board of Directors.




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SECTION
      9.  NOTICE AND WAIVER OF NOTICE.  Whenever any notice is
      required by these By-Laws to be given, personal notice is not meant unless
      expressly so stated, and any notice so required shall be deemed to be sufficient
      if given by depositing the same in the United States mail, postage prepaid,
      addressed to the person entitled thereto at such person’s address as it appears
      on the records of the corporation, and such notice shall be deemed to have
      been
      given on the day of such mailing.  Stockholders not entitled to vote
      shall not be entitled to receive notice of any meetings except as otherwise
      provided by Statute.




Whenever
      any notice whatever is required to be given under the provisions of any law,
      or
      under the provisions of the Certificate of Incorporation of the corporation
      or
      these By-Laws, a waiver thereof in writing, signed by the person or persons
      entitled to said notice, whether before or after the time stated therein, shall
      be deemed equivalent thereto.




ARTICLE
      VI




AMENDMENTS




These
      By-Laws may be altered or repealed and By-Laws may be made at any annual meeting
      of the stockholders or at any special meeting thereof if notice of the proposed
      alteration or repeal or By-Law or By-Laws to be made be contained in the notice
      of such special meeting, by the affirmative vote of a majority of the stock
      issued and outstanding and entitled to vote thereat, or by the affirmative
      vote
      of a majority of the Board of Directors, at any regular meeting of the Board
      of
      Directors, or at any special meeting of the Board of Directors, if notice of
      the
      proposed alteration or repeal, or By-Law or By-Laws to be made, be contained
      in
      the notice of such special meeting.










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