Exhibit 4.3

                       HUNGARIAN TELEPHONE AND CABLE CORP.

         1992 INCENTIVE STOCK OPTION PLAN, AS AMENDED AS OF MAY 25, 2000

         1.  Purpose.  The purpose  of  the  1992 Incentive Stock Option Plan of
Hungarian  Telephone and Cable Corp. (the "Corporation") is to provide incentive
to employees of the Corporation,  to encourage employee  proprietary interest in
the  Corporation,  to  encourage  employees  to  remain  in  the  employ  of the
Corporation,  and to attract to the  Corporation  individuals  of experience and
ability to serve as employees, directors and consultants.

         2.  Definitions.
             -----------

                  (a)  "Board"  shall   mean  the  Board  of  Directors  of  the
             Corporation.

                  (b)  "Code"  shall  mean  the Internal Revenue Code of 1986 as
             amended from time to time.

                  (c)  "Common Stock"  shall  mean  the  $.001  par value Common
             stock of the Corporation.

                  (d)  "Committee" shall  mean  the  Committee  appointed by the
             Board in accordance with Section 4 of the Plan.

                  (e)  "Corporation" shall  mean  Hungarian  Telephone and Cable
             Corp.,  a  Delaware  corporation,   its   parent  or  any  of   its
             subsidiaries.

                  (f)  "Disability"  shall mean the condition of an Employee who
             is unable to engage in any  substantial  gainful activity by reason
             of any medically  determinable  physical or mental impairment which
             can  be  expected  to result in death or which has lasted or can be
             expected to  last for  a  continuous period of not less than twelve
             (12) months.

                  (g) "Employee" shall mean an individual (who may be an officer
             or a director)  employed by the Corporation  (within the meaning of
             the Code section 3401 and the regulations thereunder).

                  (h) "Exercise  Price" shall mean the price per Share of Common
             Stock, determined by the Committee,  at  which  an  Option  may  be
             exercised.

                  (i) "Fair Market  Value" of a share of Common Stock on any day
             shall  mean  the  average of the daily closing prices for the prior
             twenty  (20)  trading  days  of  a share  of the  Company's  Common
             Stock on  the  American Stock  Exchange,  or, if the shares are not
             listed  or  admitted to trading on such Exchange,  on the principal
             United States securities exchange  or  on the  NASDAQ/NMS  on which
             the  shares  are   listed  or admitted  to  trading,  or   if   the
             shares are not  listed or  admitted to trading on any such exchange


<PAGE>


             or on  the  NASDAQ/NMS,  the mean between the closing  high bid and
             low asked  quotations  with respect to a share on such dates on the
             National   Association   of  Securities  Dealers,   Inc.  Automated
             Quotations  System, or  any  similar  system  then in use, or if no
             such quotations  are  available, the fair market value on such date
             of a share as the Committee shall determine.

                  (j)  "Incentive  Stock  Option" shall mean an Option described
             in Code section 422(b).

                  (k)  "Nonstatutory  Stock  Option"  shall  mean  an Option not
             described in Code sections 422(b) or 423(b).

                  (l)  "Option" shall  mean  a  stock option granted pursuant to
             the Plan.

                  (m)  "Purchase Price" shall mean the Exercise  Price times the
             number  of  whole  Shares  with   respect   to  which  an Option is
             exercised.

                  (n)  "Optionee" shall  mean  an Employee to whom an option has
             been granted.

                  (o)  "Plan" shall  mean  this  Hungarian  Telephone  and Cable
             Corp. 1992 Incentive Stock Option Plan.

                  (p)  "Share" shall mean one Share of Common Stock, adjusted in
             accordance with Section 10 of the Plan (if applicable).

                  (q)  "Subsidiary" shall  mean   those   subsidiaries  of   the
             Corporation as defined in section 424(f) of the code.

         3.  Effective Date.    This   Plan   was  approved  by  the  Board  and
Shareholders effective April 30, 1992.

         4.  Administration.  The  Plan  shall  be  administered by the Board of
Directors or by the Stock Option  Committee (the  "Committee")  appointed by the
Board,  consisting of not less than two members thereof. The Board may from time
to time remove members from, or add members to, the Committee.  Vacancies on the
Committee, however caused, shall be filled by the Board.

             The Committee  shall hold meetings at such times and places as it
may determine. Acts of a majority of the Committee at which a quorum is present,
or acts  reduced to or  approved  in writing by a majority of the members of the
Committee,  shall be the valid acts of the Committee.  The Committee  shall from
time to time at its discretion make determinations with respect to Employees who
shall be granted  Options,  the number of Shares to be  optioned to each and the
designation  of such Options as Incentive  Stock Options or  Nonstatutory  Stock
Options.


                                      -2-
<PAGE>


             The  interpretation  and  construction  by   the  Committee  of any
provisions of the Plan or of any Option granted  thereunder  shall be final.  No
member of the Committee shall be liable for any action or determination  made in
good faith with respect to the Plan or any Option granted thereunder.

         5.  Eligibility.  Optionees  shall  be such key  Employees  (who may be
officers, whether or not they are directors), or directors or consultants of the
Corporation  who  perform  services  of special  importance  to the  management,
operation and  development  of the business of the  Corporation as the Committee
shall select, but subject to the terms and conditions set forth below.

                  (a) Each Option  shall be  designated  in the  written  option
         agreement as either an Incentive  Stock Option or a Nonqualified  Stock
         Option. However,  notwithstanding such designations, to the extent that
         the  aggregate  fair market  value of the Shares with  respect to which
         Options  designated as Incentive  Stock Options are exercisable for the
         first time by any Optionee during any calendar year (under all plans of
         the  Company)  exceeds  $100,000,  such  Options  shall be  treated  as
         Nonqualified Stock Options.

                  (b) For purposes of Section 5(a),  Options shall be taken into
         account in the order in which they were  granted,  and the fair  market
         value of the Shares shall be  determined as of the time the Option with
         respect to such Shares is granted.

                  (c) Nothing in the Plan or any Option granted  hereunder shall
         confer upon any  Optionee  any right with  respect to  continuation  of
         employment with the Company, nor shall it interfere in any way with the
         Optionee's  right or the Company's  right to terminate  the  employment
         relationship at any time, with or without cause.

         6. Stock.  The stock subject to Options granted under the Plan shall be
Shares of the Corporation's  authorized but unissued or reacquired Common Stock.
The aggregate number of Shares which may be issued under Options exercised under
this Plan shall not exceed  1,250,000.  The number of Shares  subject to Options
outstanding  under  the Plan at any time may not  exceed  the  number  of Shares
remaining  available  for issuance  under the Plan. In the event that any Option
outstanding  under the Plan expires for any reason or is terminated,  the Shares
allocable to the unexercised portion of such Option may again be subjected to an
Option under the Plan.

            The  limitations  established  by this Section 6 shall be subject to
adjustment  upon  the  occurrence  of the  events  specified  and in the  manner
provided in Section 10 hereof.

         7. Terms and  Conditions of Options.  Options  granted  pursuant to the
Plan shall be  evidenced  by written  agreements  in such form as the  Committee
shall from time to time  determine,  which  agreements  shall comply with and be
subject to the following terms and conditions:

                                      -3-
<PAGE>


                  (a) Date of Grant.  Each option  shall  specify its  effective
         date (the "date of grant"),  which shall be the date  specified  by the
         Board or the Committee,  as the case may be, in its action  relating to
         the grant of the Option.

                  (b) Optionee's Agreement.  Each Optionee shall agree to remain
         in the employ of and to render to the  Corporation  his or her services
         for a period  of one (1) year  from  the  date of the  granting  of the
         Option,  but such agreement  shall not impose upon the  Corporation any
         obligation to retain the Optionee in their employ for any period.

                  (c) Number of Shares.  Each  Option  shall state the number of
         Shares  to which it  pertains  and  shall  provide  for the  adjustment
         thereof in accordance with the provisions of Section 10 hereof.

                  (d) Exercise Price and Consideration.

                           (i) The per Share  exercise  price  under each Option
                  shall be such price as is determined by the Board,  subject to
                  the following:

                           a)   In the case of an Incentive Stock Option

                                    i) granted to an  Employee  who, at the time
                  of the  grant  of such  Incentive  Stock  Option,  owns  stock
                  representing  more than ten percent  (10%) of the voting power
                  of all  classes  of  stock of the  Company  or any  Parent  or
                  Subsidiary, the per Share exercise price shall be no less than
                  110% of the fair market value per share on the date of grant.

                                    ii) granted to any other  Employee,  the per
                  Share  exercise  price  shall be no less than 100% of the fair
                  market value per Share on the date of grant.

                           b) In the case of a Nonqualified Stock Option the per
                  Share  exercise  price may be less than,  equal to, or greater
                  than the fair market value per Share on the date of grant.

                           (ii) The fair  market  value per  Share  shall be the
                  closing  price per share of the Common  Stock on the  National
                  Association   of  Securities   Dealers   Automated   Quotation
                  ("NASDAQ") National Market System on the date of grant. If the
                  Common Stock ceases to be listed on the NASDAQ National Market
                  System,  the Board shall  designate an  alternative  method of
                  determining the fair market value of the Common Stock.


                                      -4-
<PAGE>


                  (e) Medium  and Time  Payment.  The  Purchase  Price  shall be
         payable  in full in United  States  dollars  upon the  exercise  of the
         Option; provided, however, that, with the consent of the Committee, the
         Purchase  Price may be paid by the surrender of Shares in good form for
         transfer,  owned by the person  exercising the option and having a Fair
         Market Value on the date of exercise  equal to the Purchase Price or in
         any combination of cash and Shares, so long as the total of the cash so
         paid and the Fair  Market  Value of the Shares  surrendered  equals the
         Purchase Price.  No Share shall be issued until full payment  therefore
         has been made.

                  (f)  Term  and  Exercise  of  Options;  Nontransferability  of
         Options.  Each  Option  shall  state the time or times  when it becomes
         exercisable. No option shall be exercisable after the expiration of ten
         (10) years from the date it is  granted.  During  the  lifetime  of the
         Optionee,  the Option  shall be  exercisable  only by the  Optionee and
         shall not be assignable or transferable. In the event of the Optionee's
         death, no Option shall be  transferable by the Optionee  otherwise than
         by will or the laws of descent and distribution.

                  (g) Termination of Employment  Except Death. In the event that
         an  Optionee  shall cease to be  employed  by the  Corporation  for any
         reason other than his or her death, such Optionee shall have the right,
         subject to the  restrictions of Subsection (f) hereof,  to exercise the
         Option at any time  within the earlier of (x) the  original  expiration
         date of the Option or (y) three (3) months  after such  termination  of
         employment  in the case of an Incentive  Stock Option and eighteen (18)
         months  after  such   termination  of  employment  in  the  case  of  a
         Nonstatutory  or  Non-Qualified  Stock  Option,  (twelve (12) months if
         termination  was due to  Disability  in the case of an Incentive  Stock
         Option),  to the  extent  that,  on  the  day  preceding  the  date  of
         termination of employment, the Optionee's right to exercise such Option
         had accrued pursuant to the terms of the option  agreement  pursuant to
         which such Option was granted, and had not previously been exercised.

                  For this purpose, the employment  relationship will be treated
         as  continuing  intact  while the Optionee is on military  leave,  sick
         leave or other bona fide leave of absence (to be determined in the sole
         discretion of the Committee,  in accordance  with rules and regulations
         construing Code section 422(a)(2)).  Notwithstanding the foregoing,  in
         the case of an Incentive Stock Option,  employment  shall not be deemed
         to continue  beyond the ninetieth  (90th) day after the Optionee ceased
         active  employment,  unless  the  Optionee's  reemployment  rights  are
         guaranteed by statute or by contract.

                  (h) Death if Optionee.  If the Optionee shall die while in the
         employ  of the  Corporation  and  shall not have  fully  exercised  the
         Option, an Option may be exercised in full, subject to the restrictions
         of  Subsection  (f) hereof,  to the extent it had not  previously  been
         exercised,  at any time within twelve (12) months after the  Optionee's
         death,  by the executors or  administrators  of his or her estate or by
         any person or persons who shall have acquired the Option  directly from
         the Optionee by bequest or inheritance.


                                      -5-
<PAGE>

                  If the Optionee  shall die  following the  termination  of his
         employment  with the  Company  and such death  shall occur prior to the
         earlier of (x) the original  expiration date of the option or (y) three
         (3) months  following the  termination  of employment in the case of an
         Incentive  Stock Option,  and (18) months  following the termination of
         employment in the case of a Nonstatutory or Non-Qualified Stock Option,
         and such Option shall not have been fully  exercised,  an Option may be
         exercised  (subject to the limitations on  exercisability  set forth in
         Subsection  (f) hereof) to the extent that, at the date of  termination
         of employment, the Optionee's right to exercise such Option had accrued
         pursuant to the terms of the  applicable  option  agreement and had not
         previously been exercised,  at any time within twelve (12) months after
         the  Optionee's  death,  by  the  executors  or  administrators  of the
         Optionee's  estate or by any person or persons who shall have  acquired
         the Option directly from the Optionee by bequest or inheritance.

                  (i) Rights as a Stockholder. An Optionee or a transferee of an
         Optionee  shall  have no rights as a  stockholder  with  respect to any
         Shares covered by his or her Option until the date of the issuance of a
         stock  certificate  for such shares.  No  adjustment  shall be made for
         dividends  (ordinary or extraordinary,  whether in cash,  securities or
         other property) or  distributions  or other rights for which the record
         date is prior to the date such stock  certificate is issued,  except as
         provided in Section 10.

                  (j) Modification, Extension and Renewal of Options. Subject to
         the terms and  conditions  and within the  limitations of the Plan, the
         Committee may modify, extend or renew outstanding Options granted under
         the Plan, or accept the exchange of outstanding  Options (to the extent
         not  theretofore  exercised and subject to the  provisions of paragraph
         7(d) above) for the granting of new Options in  substitution  therefor.
         Notwithstanding  the foregoing,  however,  no modification of an Option
         shall, without the consent of the optionee,  alter or impair any rights
         or obligations under any Option theretofore granted under the Plan.

                  (k) Other Provisions.  The option agreements  authorized under
         the Plan shall contain such other provisions not inconsistent  with the
         terms of the Plan, including, without limitation, restrictions upon the
         exercise of the Option, as the Committee shall deem advisable.

         8.  Limitation on Annual Awards.

                  General  Rule.  Each Option shall be designated in the written
option  agreement as either an Incentive  Stock Option or a  Nonqualified  Stock
Option.  However,  notwithstanding  such  designations,  to the extent  that the
aggregate  fair  market  value of the  Shares  with  respect  to  which  Options
designated as Incentive  Stock Options are exercisable for the first time by any
Optionee  during any  calendar  year  (under all plans of the  Company)  exceeds
$100,000, such Options shall be treated as Nonqualified Stock Options.


                                      -6-
<PAGE>

         9.  Term of Plan.  Options  may  be  granted pursuant to the Plan until
the termination of the Plan on April 30, 2002.

        10.  Recapitalization.    Subject  to  any   required   action  by   the
stockholders,  the number of Shares  covered by this Plan as provided in Section
6, the number of Shares  covered by each  outstanding  Option,  and the Exercise
Price thereof shall be proportionately  adjusted for any increase or decrease in
the number of issued Shares  resulting  from a subdivision or  consolidation  of
Shares, stock split, or the payment of a stock dividend.

             Subject  to  any   required  action  by  the  stockholders,  if the
Corporation  shall be the surviving  corporation in any merger or consolidation,
each  outstanding  Option shall  pertain and apply to the  securities to which a
holder of the number of Shares subject to the Option would have been entitled. A
dissolution or liquidation of the  Corporation or a merger or  consolidation  in
which  the  Corporation  is not  the  surviving  corporation  shall  cause  each
outstanding Option to terminate, unless the agreement of merger or consolidation
shall otherwise  provide,  provided that each Optionee shall in such event, if a
period  of one (1) year  from the date of the  grant of the  Option  shall  have
elapsed, have the right immediately prior to such dissolution or liquidation, or
merger  or   consolidation  in  which  the  Corporation  is  not  the  surviving
corporation,  to exercise the Option in whole or in part, subject to limitations
on exercisability under Section 7(k) hereof.

              In  the  event  of  a change  in  the  Common  Stock as  presently
constituted,  which is limited to a change of all of its authorized  shares with
par value into the same number of shares  with a different  par value or without
par value,  the shares  resulting from any such change shall be deemed to be the
Common Stock within the meaning of the Plan.

              To  the extent that  the  foregoing  adjustments  related to stock
or  securities  of the  Corporation,  such  adjustments  shall  be  made  by the
Committee,  whose  determination  in that  respect  shall be final,  binding and
conclusive.

              Except  as  hereinbefore  expressly  provided  in this Section 10,
the Optionee shall have no rights by reason of any subdivision or  consolidation
of  shares of stock of any  class,  stock  split,  or the  payment  of any stock
dividend  or any other  increase or decrease in the number of shares of stock of
any class or by reason of any dissolution, liquidation, merger, or consolidation
or  spin-off  of assets or stock of  another  corporation,  and any issue by the
Corporation  of  shares  of stock of any class or  securities  convertible  into
shares of stock of any class,  shall not  affect,  and no  adjustment  by reason
thereof shall be made with respect to, the number or price of Shares  subject to
the Option.

              The  grant  of  an  Option  pursuant  to the Plan shall not affect
in  any  way  the  right  or  power  of the  Corporation  to  make  adjustments,
reclassifications,  reorganizations  or  changes  of  its  capital  or  business
structure or to merge or consolidate or to dissolve, liquidate, sell or transfer
all or any part of its business or assets.


                                      -7-
<PAGE>

         11.  Securities  Law  Requirements.  No Shares shall be issued upon the
exercise of any Option unless and until the Corporation has determined that: (i)
it and the Optionee have taken all actions required to register the Shares under
the  Securities  Act of 1933 or  perfect  an  exemption  from  the  registration
requirements  thereof;  (ii) any  applicable  listing  requirement  of any stock
exchange on which the Common Stock is listed has been  satisfied;  and (iii) any
other applicable provision of state or Federal Law has been satisfied.

         12.  Amendment of the Plan. The Board may, insofar as permitted by law,
from  time to time,  with  respect  to any  Shares  at the time not  subject  to
Options,  suspend or  discontinue  the Plan or revise or amend it in any respect
whatsoever except that,  without approval of the stockholders,  no such revision
or amendment shall:

                  (a)  Increase  the  number  of Shares issuable pursuant to the
         Plan; or

                  (b)  Change   the   requirements   as   to   eligibility   for
         participation in the Plan.

                  (c)  Materially   increase  benefits  accruing to participants
         under the Plan.

         13.  Application of Funds.  The  proceeds  received  by the Corporation
from the sale of Common Stock pursuant to the exercise of an Option will be used
for general corporate purposes.

         14.  No Obligation to Exercise Option.  The granting of an Option shall
impose no obligation upon the Optionee to exercise such Option.





                                      -8-