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                                                                     EXHIBIT 3.5


                                 APPLICATION FOR
                            CERTIFICATE OF WITHDRAWAL
                                       OF
                             INTERNET AMERICA, INC.



To the Secretary of State 
   of the State of Texas:

         Pursuant to the provisions of Article 8.14 of the Texas Business
Corporation Act, the undersigned corporation hereby applies for a certificate of
withdrawal from the State of Texas, and for that purpose submits the following
statement:

         1.   The name of the corporation is Internet America, Inc.

         2.   It is incorporated under the laws of Arizona.

         3.   It is not transacting business in the State of Texas.

         4.   It hereby surrenders its authority to transact business in said
state.

         5.   It revokes the authority of its registered agent in the State of
Texas to accept service of process and consents that service of process in any
action, suit or proceeding based upon any cause of action arising in the State
of Texas during the time it was authorized to transact business therein may
thereafter be made on it by service thereof on the secretary of state of the
State of Texas.

         6.   The post office address to which the secretary of state may mail a
copy of any process against the corporation that may be served on it is 350 N.
St. Paul, Suite 200, Dallas, Texas 75201.

         7.   All sums due or accrued by this corporation to the State of Texas
have been paid, or adequate provision has been made for the payment thereof.

         8.   All known creditors or claimants have been paid or provided for 
and the corporation is not involved in or threatened with litigation in any
court in the State of Texas.



                                           By:    /s/ John N. Nanni
                                              ----------------------------------
                                                  John N. Nanni, President