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EXHIBIT 3.2

                           CERTIFICATE OF AMENDMENT OF

                            ARTICLES OF INCORPORATION

                                       OF

                           GTE CALIFORNIA INCORPORATED

         William G. Mundy and Charles J. Somes certify that:

         1.       They are the Vice President-General Counsel and the Secretary,
respectively, of GTE California Incorporated, a California corporation.

         2.       The Board of Directors of GTE California Incorporated has
approved a resolution providing that the Articles of Incorporation of GTE
California Incorporated shall be amended to provide for election by the
Corporation to be governed by the California Corporations Code, and that the
officers are authorized to take any and all such action as they may deem
necessary or advisable to make such amendment effective.

         Pursuant to said resolutions, the Articles of Incorporation of GTE
California Incorporated shall be amended by deleting the provisions contained in
Article SECOND and inserting in lieu thereof the following:

                  SECOND: The purpose of the corporation is to engage in any
         lawful act or activity for which a corporation may be organized under
         the General Corporation Law of California other than the banking
         business, the trust company business or the practice of a profession
         permitted to be incorporated by the California Corporations Code.

         Pursuant further to said resolutions, the Articles of Incorporation of
GTE California Incorporated shall be amended by deleting the provisions
contained in Article FIFTH and inserting in lieu thereof the following:

                  FIFTH:  The corporation elects to be governed by
         the California Corporations Code as amended by the Act
         of the California Legislature 1975-1976 Regular
         Session, effective January 1, 1977.

         3.       The foregoing amendment was approved by the Board of Directors
acting alone pursuant to Section 2302 of the California Corporations Code.
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         Each of the undersigned declares under penalty of perjury that the
statements contained in the foregoing Certificate of Amendment of Articles of
Incorporation are true of their own knowledge. Executed at Irving, Dallas
County, Texas, on March 31, 1998.




                                                  ------------------------------
                                                  William G. Mundy
                                                  Vice President-General Counsel



                                                  ------------------------------
                                                  Charles J. Somes
                                                  Secretary


STATE OF TEXAS                      )
                                    )ss.:
COUNTY OF DALLAS                    )


         William G. Mundy and Charles J. Somes being by me duly sworn, depose
and say: That they are a Vice President and the Secretary, respectively, of GTE
California Incorporated, a California corporation, and that they have read the
foregoing certificate entitled "CERTIFICATE OF AMENDMENT OF ARTICLES OF
INCORPORATION OF GTE CALIFORNIA INCORPORATED" and know the contents thereof and
that the same is true of their own knowledge.



                                                  ------------------------------

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Subscribed and sworn to before me 
this 31st day of March, 1998.



Notary Public in and for said State



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