EX-3.55: LIMITED PARTNERSHIP AGREEMENT

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Exhibit 3.55

THE PARTNERSHIP INTERESTS REPRESENTED BY THIS LIMITED PARTNERSHIP AGREEMENT HAVE

NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER ANY STATE

SECURITIES ACTS, IN RELIANCE UPON EXEMPTIONS UNDER THOSE ACTS. THE SALE OR OTHER

DISPOSITION OF THE PARTNERSHIP INTERESTS IS PROHIBITED UNLESS SUCH SALE OR

DISPOSITION IS MADE IN COMPLIANCE WITH ALL SUCH APPLICABLE ACTS. ADDITIONAL

RESTRICTIONS ON TRANSFER OF THE PARTNERSHIP INTERESTS ARE SET FORTH IN THIS

AGREEMENT.

AGREEMENT

OF

LIMITED PARTNERSHIP

OF

VALOR TELECOMMUNICATIONS CORPORATE GROUP, LP

THIS AGREEMENT OF LIMITED PARTNERSHIP (the "Agreement") is entered into by

and among Valor Telecommunications Enterprises, LLC, a Delaware limited

liability company, as general partner (the "General Partner"), and Valor

Telecommunications Holding, LLC, a Delaware limited liability company, as

limited partner (the "Limited Partner"). Such parties are individually referred

to as a "Partner" and collectively as the "Partners."

Certain terms used in this Agreement are defined in Article II hereof.

ARTICLE I

GENERAL

1.1 Formation. Subject to the provisions of this Agreement (the

"Agreement"), the Partners hereby form Valor Telecommunications Corporate Group,

LP (the "Partnership"), as a limited partnership pursuant to the provisions of

the Texas Revised Limited Partnership Act (the "Texas Act"), Article 6132a-1 of

Title 105 of the Texas Revised Civil Statutes, as it may be amended from time to

time, and any successor to such Act. Except as expressly provided herein, the

rights and obligations of the Partners and the administration and termination of

the Partnership shall be governed by the Texas Act.

1.2 Purpose. The purposes and businesses of the Partnership shall be to

engage in the provision of telephone, data transmission and other

communication-related endeavors and to engage in such other activities as

lawfully conducted by limited partnerships. Any or all of the foregoing

activities may be conducted directly by the Partnership or indirectly through

another partnership, joint venture, or other arrangement.

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1.3 Term. The Partnership shall continue in existence until the close of

Partnership business on December 31, 2050, or until the earlier termination of

the Partnership in accordance with the provisions of Section 7.1 of this

Agreement.

1.4 Registered Office and Principal Office of Partnership; Addresses of

Partners.

(a) Partnership Offices. The registered office of the Partnership

in the State of Texas shall be 800 Brazos, Austin, Texas 78701, and its

registered agent for service of process on the Partnership at such registered

office shall be Corporation Service Company dba CSC-Lawyers Incorporating

Service Company, or such other registered agent as the General Partner may from

time to time designate. The principal office of the Partnership shall be 600 E.

Las Colinas Blvd., #1900, Irving, Texas 75039, or such other place as the

General Partner may from time to time designate. The Partnership may maintain

offices at such other place or places as the General Partner deems advisable.

(b) Addresses of Partners. The address of each Partner shall be

the address of such Partner as set forth in Section 8.2 hereof.

ARTICLE II

DEFINITIONS

The following definitions shall apply to the terms used in this

Agreement, unless otherwise clearly indicated to the contrary in this Agreement.

"Adjusted Capital Account Deficit" means, with respect to any

Partner, the deficit balance, if any, in such Partner's capital account as of

the end of the relevant fiscal year, after giving effect to the following

adjustments: (a) any amounts that such Partner is, or is deemed to, be obligated

to restore pursuant to Section 1.704-1(b)(2)(ii)(c) of the Regulations, the

penultimate sentence of Section 1.704-2(g)(1) of the Regulations, or the

penultimate sentence of Section 1.704-2(i)(5) of the Regulations, shall be

credited to such Capital Account; and (b) the items described in Sections

1.704-1(b)(2)(ii)(d)(4), (5), and (6) of the Regulations shall be debited to

such Capital Account. The foregoing definition of Adjusted Capital Account

Deficit is intended to comply with the provisions of Section

1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently

therewith.

"Code" means the Internal Revenue Code of 1986, as amended and in

effect from time to time.

"General Partner" means Valor Telecommunications Enterprises, LLC, a

Delaware limited liability company, and its successors assigns.

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"Limited Partner" means Valor Telecommunications Holding, LLC, a

Delaware limited liability company and its successors and assigns.

"Partnership Interest" means the interest acquired by a Partner in

the Partnership, including, without limitation, such Partner's right: (a) to an

allocable share of the profits, losses, deductions, and credits of the

Partnership; (b) to a distributive share of the assets of the Partnership; (c)

if a Limited Partner, to vote on those matters described in this Agreement; and,

(d) if a General Partner, to manage and operate the Partnership in accordance

with the Texas Act and this Agreement.

"Percentage Interest" means the percentage set forth opposite each

Partner's name on SCHEDULE "A" to this Agreement, as such SCHEDULE "A" may be

amended from time to time in accordance with this Agreement.

"Person" means an individual or a corporation, partnership, trust,

estate, unincorporated organization, association, or other entity.

"Profits" and "Losses" mean, for each fiscal year or other period,

an amount equal to the Partnership's taxable income or loss for such fiscal year

or period, determined in accordance with Code Section 703(a) (for this purpose,

all items of income, gain, loss or deduction required to be stated separately

pursuant to Code Section 703(a)(1) shall be included in taxable income or loss),

with the following adjustments:

(i) Income of the Partnership that is exempt from federal income

tax and not otherwise taken into account in computing Profits and Losses

shall be added to such taxable income or loss;

(ii) Any expenditures of the Partnership described in Code Section

705(a)(2)(B), or treated as Code Section 705(a)(2)(B) expenditures

pursuant to Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise

taken into account in computing Profits and Losses shall be subtracted

from such taxable income or loss;

(iii) If the book value of any partnership asset is adjusted, the

amount of such adjustment shall be taken into account as gain or loss from

the disposition of such asset for purposes of computing Profits and

Losses;

(iv) Gain or loss resulting from any disposition of property with

respect to which gain or loss is recognized for federal income tax

purposes shall be computed by reference to the book value of the property

disposed of, notwithstanding that the adjusted tax basis of such property

differs from its book value;

(v) In lieu of the deduction for depreciation, cost recovery or

amortization taken into account in computing such taxable income or loss,

there

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shall be taken into account Book Depreciation as defined below. "Book

Depreciation" for any assets means for any fiscal year or other period an

amount that bears the same ratio to the Book Value of that asset at the

beginning of such fiscal year or other period as the federal income tax

depreciation, amortization or other cost recovery deduction allowable for

that asset for such year or other period bears to the adjusted tax basis

of that asset at the beginning of such year or other period. If the

federal income tax depreciation, amortization or other cost recovery

deduction allowable for any asset for such year or other period is zero,

then Book Depreciation for that asset shall be determined with reference

to such beginning Book Value using any reasonable method selected by the

General Partner; and

(vi) Notwithstanding any other provision of this definition, any

items that are specially allocated pursuant to Section 3.2(d) shall not be

taken into account in computing Profits and Losses.

"Regulations" means the Department of Treasury Regulations

promulgated under the Code, as amended in effect (including corresponding

provisions of succeeding regulations).

ARTICLE III

FINANCIAL MATTERS

3.1 Capital Contributions. The General Partner and the Limited Partner

shall contribute capital to the Partnership in the form of cash and other assets

as follows:

(a) As its initial capital contribution to the Partnership, the

General Partner and the Limited Partner shall contribute capital to the

Partnership in the form of cash in the amount set forth in SCHEDULE "B" attached

hereto.

(b) If at any time and from time to time during the term hereof,

capital over and above the amount contributed by the Partners is required for

the Partnership, as determined by the General Partner, then each Partner shall

contribute, within ten (10) days after written notice thereof from the General

Partner, additional capital unless otherwise agreed by the Partners, shall be

contributed by each Partner to the Partners in an amount equal to the product of

its respective Partnership Interest and the total amount required in the

aforesaid notice.

(c) Each Partner shall acquire a security interest in the other

Partner's Partnership Interest to secure the payment of capital contributions.

If any Partner shall fail to make any capital contribution as and when required

herein, then such Partner shall be deemed to be in default hereunder.

Thereafter, the non-defaulting Partners shall be entitled to contribute such

defaulting Partner's capital contribution and then to foreclose their respective

security interest in such defaulting Partner's Partnership Interest by payment

to such Partner of the sum equal to the then-current positive balance of its

capital account, less the amount of the capital contribution which caused the

default.

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3.2 Allocations of Profits and Losses.

(a) Allocation of Profits. After giving effect to the allocations

set forth in Section 3.2(d), Profits shall be allocated to the Partners in the

following manner:

(i) First, to the Partners with negative capital account

balances in the minimum amounts necessary to eliminate their

negative capital account balances; provided, however, that if there

are insufficient Profits to eliminate each Partner's negative

capital account balance, Profits shall be allocated first in the

minimum amounts necessary to cause the Partners' negative capital

account balances and then to Partners with negative capital account

balances in that ratio; and

(ii) Next, to the Partners in proportion to their Percentage

Interests.

(b) Allocation of Losses. After giving effect to the allocations

set forth in Section 3.2(d), and subject to the limitation set forth in Section

3.2(c), Losses shall be allocated to the Partners in the following manner:

(i) First, to each Partner in proportion to their positive

capital account balances until such positive account balances have

been eliminated; and

(ii) Next, to the Partners in proportion to their Percentage

Interests.

(c) Limitation on Loss Allocations. The Losses allocated pursuant

to Section 3.2(b) hereof and the next sentence of this Section 3.2(c) to any

Partner shall not exceed the maximum amount of Losses that may be allocated to

such Partner without causing such Partner to have an Adjusted Capital Account

Deficit at the end of such fiscal year. All Losses in excess of the limitation

in this Section 3.2(c) shall be allocated solely to the other Partners in

proportion to their respective Percentage Interests. If no other Partner may

receive an additional allocation of Losses pursuant to the preceding sentence of

this Section 3.2(c), such additional Losses not allocated pursuant to Section

3.2(b) of this Agreement to or the preceding sentence shall be allocated solely

to the General Partner.

(d) Special Allocations. Notwithstanding the preceding provisions

of this Section 3.2, the General Partner is authorized to make any allocations

required by Section 1.704-1 or 1.704-2 of the Regulations in order to ensure

that the allocations of profits, losses, deductions and credits pursuant to this

Agreement are respected for federal income tax purposes.

(e) Tax Allocations. In accordance with Section 704(c) of the Code

and the Regulations thereunder, income, gain, loss and deductions with respect

to any property contributed to the capital of the Partnership shall, solely for

tax purposes, be allocated among the Partners so as to take account of any

variation between the adjusted basis of such property to the Partnership for

federal income tax purposes and its fair market value when contributed to the

Partnership. For federal income tax purposes, every item of income, gain, loss

and deduction shall be allocated among the Partners in accordance with the

allocations under this Section 3.2.

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3.3 Distributions, The General Partner may, in its sole discretion,

review the Partnership's accounts from time to time to determine whether

distributions are appropriate, and make such distributions as it may determine,

without being limited to current or accumulated income or gains, but no such

distribution shall be made out of funds required to make current payments on

Partnership obligations. Except to the extent Sections 7.2 or 7.3 are

applicable, all distributions pursuant to this Section 3.3 shall be made to the

Partners in accordance with Percentage Interests. To the extent that any

distribution to a Partner is mistakenly in excess of what such Partner would be

entitled to have received if such distribution had been made to the Partners in

the correct proportion (based on its then-current Partnership Interest), such

excess amount shall be treated as a loan by the Partnership to such Partner,

repayable on demand. Any amounts distributed pursuant to the immediately

preceding sentence of this Section 3.3 shall not be deemed to be distributions

for purposes of this Agreement.

3.4 Capital Accounts.

(a) In General.

The Partnership shall maintain for each Partner a separate capital

account in accordance with this Section 3.4(a), which shall control the division

of assets upon liquidation of the Partnership as provided in Section 7.2 of this

Agreement. Such capital account shall be maintained in accordance with the

following provisions:

(i) Such capital account shall be increased by the cash

amount and the value of all capital contributions made by such

Partner to the Partnership pursuant to this Agreement, by such

Partner's allocable share of profits and by the applicable portion

of the amount of any Partnership liabilities assumed by the Partner

or that are secured by any property distributed to such Partner.

(ii) Such capital account shall be decreased by the cash

amount and the fair market value of any property distributed to such

Partner pursuant to Sections 3.3, 7.2 or 7.3 of this Agreement, by

such Partner's allocable share of losses and by the amount of any

liabilities of such Partner assumed by the Partnership or any

liabilities secured by any property contributed by such Partner to

the Partnership.

(iii) In the event all or a portion of an interest in the

Partnership is transferred in accordance with the terms of this

Agreement, the transferee shall succeed to the capital account of

the transferor to the extent it relates to the transferred interest.

The foregoing provisions and the other provisions of this Agreement

relating to the maintenance of capital accounts are intended to comply with

Sections 1.704(b) and 1.704-2 of the Regulations and shall be interpreted and

applied in a manner consistent with such Regulations.

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(b) Negative Capital Accounts. If any Partner has a deficit

balance in its capital account, such Partner shall have no obligation to restore

such negative balance or to make any capital contribution to the c