ARTICLES OF INCORPORATION
                                       OF
                                BTI TELECOM CORP.

         The undersigned, pursuant to Section 55-2-02 of the North Carolina
General Statutes, does hereby submit these Articles of Incorporation for the
purpose of forming a business corporation under and by virtue of the laws of the
State of North Carolina.

         1.       The name of the corporation is BTI Telecom Corp.

         2.       The corporation shall have authority to issue One Hundred
                  Million (100,000,000) shares, no par value, of Common Stock,
                  and Ten Million (10,000,000) shares, $0.01 par value,
                  Preferred Stock.

         3.       The Board of Directors is authorized to determine or alter the
                  rights, preferences, privileges and restrictions granted to or
                  imposed upon any wholly unissued series of Preferred Stock,
                  and within the limitations and restrictions stated in any
                  resolution or resolutions of the Board originally fixing the
                  number of shares constituting any series, to increase or
                  decrease (but not below the number of shares of any such
                  series then outstanding) the number of shares of any such
                  series subsequent to the issue of shares of that series, to
                  determine the designation of any series and to fix the number
                  of shares of any series.

         4.       The street address and county of the initial registered office
                  of the corporation are 4101 Lake Boone Trail, Suite 300,
                  Raleigh, Wake County, North Carolina and the name of the
                  initial registered agent at such address is Larry E. Robbins.
                  The mailing address of the initial registered office of the
                  corporation is Post Office Drawer 17803, Raleigh, North
                  Carolina 27619.

         5.       The name and address of the incorporator are:

                  NAME                   ADDRESS

                  Donald R. Reynolds     4101 Lake Boone Trail, Suite 300
                                         Raleigh, North Carolina  27607

         6.       Except to the extent that the North Carolina General Statutes
                  prohibit such limitation or elimination of liability of
                  directors for breaches of duty, no director of the corporation
                  shall be liable to the corporation or to any of its
                  shareholders for monetary damages for breach of duty as a
                  director. No amendment to or repeal of this provision or
                  adoption of a provision inconsistent herewith shall apply to
                  or have any effect on the liability or alleged liability of
                  any director of the corporation for or with respect to any
                  acts or omissions of such director occurring prior to such
                  amendment or repeal or adoption of an inconsistent provision.
                  The provisions of this Article shall not be deemed to limit or
                  preclude indemnification of a director by the corporation for
                  any liability that has not been eliminated by the provisions
                  of this Article.

         IN WITNESS WHEREOF, I have executed these Articles of Incorporation
this the 18th day of August 1997.

                                    -----------------------------------
                                      Donald R. Reynolds, Incorporator