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                                                                    EXHIBIT 4.3






                             FORM OF NEW DEBENTURE


                          (FORM OF FACE OF DEBENTURE)


[If Debenture is a Global Debenture, insert the following:

EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.11 OF THE INDENTURE, THIS GLOBAL
DEBENTURE MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE
OF THE DEPOSITORY OR TO A SUCCESSOR DEPOSITORY OR TO A NOMINEE OF SUCH
SUCCESSOR DEPOSITORY.]

[If The Depository Trust Company is the Depository, insert the following:

Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Company or its
agent for registration of transfer, exchange, or payment, and any certificate
issued is registered in the name of DTC (and any payment is made to Cede & Co.
or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
an interest herein.]


No. _____________                                              $ _____________

                          GTE California Incorporated
                      ____% Debentures, Series _, Due ____


GTE California Incorporated, a corporation duly organized and existing under
the laws of the State of California (herein referred to as the "Company"), for
value received, hereby promises to pay to _______________ or registered
assigns, the principal sum of __________________ Dollars on __________________
and to pay interest on said principal sum from __________________, or from the
most recent interest payment date to which interest has been paid or duly
provided for, semi-annually on _________ and ____________ in each year,
commencing ____________, at the rate of _____% per annum until the principal
hereof shall have become due and payable, and on any overdue principal and (to
the extent that payment of such interest is enforceable under applicable law)
on any overdue installment of interest at the same rate per annum. The interest
installment so payable, and punctually paid or duly provided for, on any
interest payment date will, as provided in the Indenture hereinafter referred
to, be paid to the person in whose name this Debenture (or one or more
Predecessor Securities, as defined in said Indenture) is registered at the
close of business on the regular record date for such interest installment,
which shall be the __________ or __________, as the case may be (whether or not
a business day), next preceding such interest payment date. Any such interest
installment not so punctually paid or duly provided for shall forthwith cease
to be payable to the registered holder on such regular record date, and may be
paid to the person in whose name this Debenture (or one or more Predecessor
Securities) is registered at the close of business on a special record date to
be fixed by the Trustee for the payment of such defaulted interest, notice



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                                      -2-


whereof shall be given to the registered holders of this series of Debentures
not less than 10 days prior to such special record date, or may be paid at any
time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Debentures may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in the Indenture
hereinafter referred to. The principal of and the interest on this Debenture
shall be payable at the office or agency of the Company maintained for that
purpose in the City of Los Angeles, State of California in any coin or currency
of the United States of America which at the time of payment is legal tender for
payment of public and private debts; provided, however, that payment of interest
may be made at the option of the Company by check mailed to the registered
holder at such address as shall appear in the Security Register.

This Debenture shall not be entitled to any benefit under the Indenture
hereinafter referred to, or be valid or become obligatory for any purpose,
until the Certificate of Authentication hereon shall have been signed by or on
behalf of the Trustee.

The provisions of this Debenture are continued on the reverse side hereof and
such continued provisions shall for all purposes have the same effect as though
fully set forth at this place.

         IN WITNESS WHEREOF, the Company has caused this instrument to be
executed.

Dated: _________                                GTE CALIFORNIA INCORPORATED


                                                By _______________________
                                                   President
Attest:


By __________________________
   Secretary



                    (FORM OF CERTIFICATE OF AUTHENTICATION)

                         CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein referred to in
the within-mentioned Indenture.

                      U.S. Bank Trust National Association
                      as Trustee, Authenticating Agent and
                               Security Registrar

                         By __________________________
                              Authorized Signatory





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                                      -3-


                         (FORM OF REVERSE OF DEBENTURE)

This Debenture is one of a duly authorized series of Securities of the Company
(herein sometimes referred to as the "Securities"), all issued or to be issued
in one or more series under and pursuant to an Indenture dated as of December
1, 1993, duly executed and delivered between the Company and Bank of America
National Trust and Savings Association, a national banking organization
organized and existing under the laws of the United States of America, and a
First Supplemental Indenture dated as of April 15, 1996, duly executed and
delivered between the Company and U.S. Bank Trust National Association
(formerly known as First Trust of California, National Association), a national
banking organization organized and existing under the laws of the United States
of America, as successor trustee to Bank of America National Trust and Savings
Association (hereinafter referred to as the "Trustee") (said Indenture, as
amended and supplemented by said First Supplemental Indenture, is hereinafter
referred to as the "Indenture"), to which Indenture reference is hereby made
for a description of the rights, limitation of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the holders of the
Securities. By the terms of the Indenture, the Securities are issuable in
series which may vary as to amount, date of maturity, rate of interest and in
other respects as in the Indenture provided. This Debenture is one of the
series designated on the face hereof (herein called the "Debentures") limited
in aggregate principal amount to $___,000,000.

[INSERT IF GLOBAL DEBENTURE - This Global Debenture shall be exchangeable for
Debentures in definitive form registered in the names of persons other than the
Depository or its nominee only if (i) the Depository notifies the Company that
it is unwilling or unable to continue as the Depository or if at any time such
Depository is no longer registered or in good standing under the Securities
Exchange Act of 1934 or other applicable statute and a successor depository is
not appointed by the Company within 90 days or (ii) the Company executes and
delivers to the Trustee an Officers' Certificate that the Global Debenture
shall be so exchangeable. To the extent that the Global Debenture is
exchangeable pursuant to the preceding sentence, it shall be exchangeable for
Debentures registered in such names as the Depository shall direct.

Notwithstanding any other provision herein, this Global Debenture may not be
transferred except as a whole by the Depository to a nominee of such Depository
or by a nominee of such Depository to such Depository or another nominee of
such Depository.]

In case an Event of Default, as defined in the Indenture, with respect to the
Debentures shall have occurred and be continuing, the principal of all of the
Debentures may be declared, and upon such declaration shall become, due and
payable, in the manner, with the effect and subject to the conditions provided
in the Indenture.

The Indenture contains provisions permitting the Company and the Trustee, with
the consent of the holders of not less than a majority in aggregate principal
amount of the Securities of each series affected at the time outstanding, as
defined in the Indenture, to execute supplemental indentures for the purpose



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                                      -4-


of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Indenture or of any supplemental indenture or of modifying in
any manner the rights of the holders of the Securities; provided, however, that
no such supplemental indenture shall (i) extend the fixed maturity of any
Securities of any series, or reduce the principal amount thereof, or reduce the
rate or extend the time of payment of interest thereon, or reduce any premium
payable upon the redemption thereof, without the consent of the holder of each
Security so affected or (ii) reduce the aforesaid percentage of Securities, the
holders of which are required to consent to any such supplemental indenture,
without the consent of the holders of each Security then outstanding and
affected thereby. The Indenture also contains provisions permitting the holders
of a majority in aggregate principal amount of the Securities of any series at
the time outstanding, on behalf of the holders of Securities of such series, to
waive any past default in the performance of any of the covenants contained in
the Indenture, or established pursuant to the Indenture with respect to such
series, and its consequences, except a default in the payment of the principal
of, or premium, if any, or interest on any of the Securities of such series. Any
such consent or waiver by the registered holder of this Debenture (unless
revoked as provided in the Indenture) shall be conclusive and binding upon such
holder and upon all future holders and owners of this Debenture and of any
Debenture issued in exchange herefor or in place hereof (whether by registration
of transfer or otherwise), irrespective of whether or not any notation of such
consent or waiver is made upon this Debenture.

No reference herein to the Indenture and no provision of this Debenture or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this
Debenture at the times and place and at the rate and in the money herein
prescribed.

The Debentures are issuable as registered Debentures without coupons in
denominations of $1,000 or any integral multiple thereof. Debentures may be
exchanged, upon presentation thereof for that purpose, at the office or agency
of the Company in the City of Los Angeles, State of California, for other
Debentures of authorized denominations, and for a like aggregate principal
amount and series, and upon payment of a sum sufficient to cover any tax or
other governmental charge in relation thereto.

[The Debentures will not be redeemable prior to maturity.]

                                       OR

[The Debentures may not be redeemed prior to _________. The Debentures may be
redeemed on not less than 30 nor more than 60 days prior notice given as
provided in the Indenture, as a whole or from time to time in part, at the
option of the Company, on any date or dates on or after _________, and prior to
maturity, at the applicable percentage of the principal amount thereof to




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be redeemed as set forth below under the heading "Redemption Price" during the
respective twelve month periods beginning ____ of the years shown below:


                     Year                    Redemption Price
                     ----                    ----------------

                                                     %

together, in each case, with accrued interest to the date fixed for redemption
(but if the date fixed for redemption is an interest payment date, the interest
installment payable on such date shall be payable to the registered holder at
the close of business on the applicable record date).

In the event of redemption of this Debenture in part only, a new Debenture of
like tenor for the unredeemed portion hereof and otherwise having the same terms
as this Debenture shall be issued in the name of the holder hereof upon the
presentation and surrender hereof.]

                                       OR

[The Debentures may be redeemed on not less than 30 nor more than 60 days'
prior notice given as provided in the indenture, as a whole or from time to
time in part, at the option of the Company, at a redemption price equal to the
greater of (i) 100% of the principal amount thereof and (ii) the sum of the
present values of the remaining scheduled payments of principal and interest
thereon discounted to the date of redemption on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate plus ___
basis points, plus, in either case, accrued and unpaid interest on the
principal amount being redeemed to such redemption date.

"Treasury Rate" means, with respect to any redemption date, (i) the yield,
under the heading which represents the average for the immediately preceding
week, appearing in the most recently published statistical release published by
the Board of Governors of the Federal Reserve System designated as "Statistical
Release H.15(519)" or any successor publication which is published weekly by
the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to
constant maturity under the caption "Treasury Constant Maturities," for the
maturity corresponding to the Comparable Treasury Issue (if no maturity within
three months before or after the Remaining Life, yields for the two published
maturities most closely corresponding to the Comparable Treasury Issue shall be
determined and the Treasury Rate shall be interpolated or extrapolated from
such yield on a straight-line basis, rounding to the nearest month) or (ii) if
such release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the rate per
annum equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date. The Treasury Rate shall be calculated
on the third Business Day preceding the redemption date.




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                                      -6-


"Business Day" means any calendar day that is not a Saturday, Sunday or legal
holiday in New York, New York and on which commercial banks are open for
business in New York, New York.

"Comparable Treasury Issue" means the United States Treasury security selected
by an Independent Investment Banker as having a maturity comparable to the
remaining term ("Remaining Life") of the Debentures to be redeemed that would
be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of such Debentures.

"Independent Investment Banker" means _______________________ or, if such firm
is unwilling or unable to select the Comparable Treasury Issue, an independent
investment banking institution of national standing appointed by the Trustee.

"Comparable Treasury Price" means (i) the average of three Reference Treasury
Dealer Quotations for such redemption date, or (ii) if the Independent
Investment Banker is unable to obtain three such Reference Treasury Dealer
Quotations, the average of all such quotations obtained.

"Reference Treasury Dealer" means (i) ______________________,
______________________ and ______________________, and their respective
successors, provided, however, that if any of the foregoing shall cease to be a
primary U.S. Government securities dealer in The City of New York (a "Primary
Treasury Dealer"), the Company shall substitute therefor another Primary
Treasury Dealer and (ii) any other Primary Treasury Dealer selected by the
Independent Investment Banker and approved in writing by the Company.

"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by the
Independent Investment Banker, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Independent Investment Banker at 3:30 p.m., New York
City time, on the third Business Day preceding such redemption date.

In the event of redemption of this Debenture in part only, a new Debenture of
like tenor for the unredeemed portion hereof and otherwise having the same
terms as this Debenture shall be issued in the name of the holder hereof upon
the presentation and surrender hereof.]

As provided in the Indenture and subject to certain limitations therein set
forth, this Debenture is transferable by the registered holder hereof on the
Security Register of the Company, upon surrender of this Debenture for
registration of transfer at the office or agency of the Company in the City of
Los Angeles, State of California accompanied by a written instrument or
instruments of transfer in form satisfactory to the Company or the Security
Registrar duly executed by the registered holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Debentures of authorized
denominations and for the same aggregate principal amount and series will be
issued to the designated transferee or transferees. No service charge will be
made for any such transfer, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in relation
thereto.



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Prior to due presentment for registration of transfer of this Debenture the
Company, the Trustee, any paying agent and any Security Registrar may deem and
treat the registered holder hereof as the absolute owner hereof (whether or not
this Debenture shall be overdue and notwithstanding any notice of ownership or
writing hereon made by anyone other than the Security Registrar) for the
purpose of receiving payment of or on account of the principal hereof and
(subject to Section 2.03 of the Indenture) interest due hereon and for all
other purposes, and neither the Company nor the Trustee nor any paying agent
nor any Security Registrar shall be affected by any notice to the contrary.

No recourse shall be had for the payment of the principal of or the interest on
this Debenture, or for any claim based hereon, or otherwise in respect hereof,
or based on or in respect of the Indenture, against any incorporator,
stockholder, officer or director, past, present or future, as such, of the
Company or of any predecessor or successor corporation, whether by virtue of
any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issuance hereof, expressly
waived and released.

[INSERT IF GLOBAL DEBENTURE - The Depository by acceptance of this Global
Debenture agrees that it will not sell, assign, transfer or otherwise convey
any beneficial interest in this Global Debenture unless such beneficial
interest is in an amount equal to an authorized denomination for Debentures of
this series.]

Capitalized terms used herein and not otherwise defined herein shall have the
respective meanings set forth in the Indenture.