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EXHIBIT 3.3


                           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 Article SIXTH of the Articles of
Incorporation of GTE California Incorporated, shall be amended to read as
follows:

                  SIXTH: The corporation is authorized to issue only four (4)
         classes of stock to be designated, respectively, "5% Cumulative
         Preferred Stock," consisting of 1,500,000 shares; "4 1/2% Cumulative
         Preferred Stock," consisting of 718,862 shares; "Cumulative Preferred
         Stock, $20 Par Value," consisting of 280,312 shares; and "Common
         Stock," consisting of 100,000,000 shares. The total number of shares
         which the corporation shall have authority to issue is 102,499,174. 
         The aggregate par value of all of such shares shall be $2,049,983,480, 
         and the par value of each such share shall be $20. The shares of 5%
         Cumulative Preferred Stock, 4 1/2% Cumulative Preferred Stock and
         Cumulative Preferred Stock, $20 Par Value shall rank on a parity as to
         dividends and assets. The shares of 5% Cumulative Preferred Stock and
         4 1/2% Cumulative Preferred Stock shall not be issuable in series and 
         no distinction shall exist between any of the shares of any said 
         class. The shares of Cumulative Preferred Stock, $20 Par Value, may be 
         issued and outstanding from time to time in one or more series. The 
         first such series shall be designated "Cumulative Preferred Stock, $20 
         Par Value, 4 1/2% Series," and the authorized number of shares of said 
         first series shall be 280,312, all of which shares are now 
         outstanding. The Board of Directors of the corporation is authorized 
         to fix by resolution or resolutions the name or designation of each 
         series (other than said first series) of Cumulative Preferred Stock, 
         $20 Par Value, which shall include the words "Cumulative Preferred 
         Stock, $20 Par Value," the number of shares constituting each of said 
         series and the dividend rate, 




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         conversion rights, if any, voting rights, redemption price and
         liquidation preferences of the shares of each such series.

                  A statement of the preferences, privileges and restrictions
         granted to or imposed upon the respective classes and series of shares
         and/or upon the holders thereof is as follows:

         1.       5% CUMULATIVE PREFERRED STOCK:

                  (a) The shares of 5% Cumulative Preferred Stock shall be
         entitled to receive, out of any funds of the corporation at the time
         legally available for the declaration thereof, dividends at the rate
         per share of five per centum (5%) per annum of the par value thereof.
         Such dividends shall be payable upon such shares, when and as declared
         by the Board of Directors, on January 1, April 1, July 1 and October 1
         in each year (each said date being hereinafter called "dividend date").
         Such dividends shall accrue on each such share from the dividend date
         last preceding the date of original issuance of such share, except that
         if such share shall be issued on a dividend date, then such dividends
         on such share shall accrue from the date of its original issuance. Such
         dividends on all shares of 5% Cumulative Preferred Stock shall be
         cumulative, so that if such dividends in respect of any dividend period
         at the rate fixed therefor shall not have been paid on, or declared or
         set apart for, all shares of 5% Cumulative Preferred Stock at the time
         outstanding, the deficiency shall be fully paid on, or declared and set
         apart for, such shares before any dividends shall be paid upon, or be
         declared or be set apart for, the shares of Common Stock.

                  (b) The corporation at any time or from time to time, upon
         authority of its Board of Directors, shall have the right to redeem and
         retire all or any part of the shares of 5% Cumulative Preferred Stock
         by paying to or setting aside for the benefit of the holders thereof
         with respect to the shares to be redeemed, a redemption price of $22
         per share, together with all unpaid dividends accrued on the shares to
         be redeemed to the date of redemption. Any such redemption shall be
         effected upon like notice, in like manner, and with like effect with
         respect to such shares as is provided in paragraph (m) of this Article
         SIXTH with respect to any redemption of shares of Cumulative Preferred
         Stock, $20 Par Value.


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                  (c) In the event of any liquidation, dissolution or winding up
         of the corporation, whether voluntary or involuntary, the shares of 5%
         Cumulative Preferred Stock shall be entitled to receive out of the
         assets of the corporation, whether such assets are capital or surplus,
         the sum of $21 per share if such liquidation, dissolution or winding up
         is voluntary, and the sum of $20 per share if such liquidation,
         dissolution or winding up is involuntary, and in each case in addition
         thereto an amount equal to all unpaid dividends accrued on such shares
         to the date when such payments shall be made available to the holders
         thereof. The full preferential amounts so payable in any such event
         upon the shares of 5% Cumulative Preferred Stock shall be paid on, or
         set apart for, said shares before any distribution in any such event is
         paid upon, or set apart for, the shares of Common Stock.

                  (d) Except as otherwise provided herein or by law, no share of
         5% Cumulative Preferred Stock shall be entitled to any voting rights
         under any conditions or upon any matter of any kind; provided, that
         whenever dividends payable on any shares of 5% Cumulative Preferred
         Stock shall be in default in an amount equivalent to four full quarter
         yearly dividends (whether or not consecutive) and until all dividends
         in default thereon have been paid or declared and set aside for
         payment, the holders of such shares shall be entitled to voting rights
         on the basis of one (1) vote per share with the right to vote
         cumulatively in electing directors, but upon the payment or declaration
         and setting apart for payment of all such dividends in default such
         voting rights shall cease; and provided further that so long as any of
         such shares are outstanding and whether or not voting rights shall at
         the time be vested in the holders thereof as hereinabove provided, the
         corporation shall not take any action specified in any of the following
         clauses (1), (2) or (3) unless the taking thereof shall have been
         approved by the holders of at least a majority of the outstanding
         shares of 5% Cumulative Preferred Stock, and shall not take any action
         specified in clauses (2) or (3) if the taking thereof shall have been
         disapproved by the holders of at least 33 1/3% of such shares, viz.:
         (1) adopt an amendment to these Articles of Incorporation if such
         amendment would either (i) create any class of shares preferred as to
         dividends or assets over the 5% Cumulative Preferred Stock, or (ii)
         change the rights and preferences of the 


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         then outstanding shares of 5% Cumulative Preferred Stock; or (2) issue
         any shares of 5% Cumulative Preferred Stock or of any other class of
         stock over which the 5% Cumulative Preferred Stock does not have
         preference as to the payment of dividends and as to assets, unless the
         net income of the corporation available for the payment of dividends
         for a period of twelve consecutive calendar months within the fifteen
         calendar months immediately preceding such issue shall have been at
         least equal to two times the annual dividend requirements of all
         outstanding shares of 5% Cumulative Preferred Stock and of all such
         other classes, including the shares proposed to be issued; or (3) pay
         any dividends (other than dividends paid in stock over which the 5%
         Cumulative Preferred Stock has preference as to payment of dividends
         and as to assets) or make any other distribution of assets, by purchase
         of shares or otherwise, to the holders of the shares of Common Stock or
         any other class of stock over which the 5% Cumulative Preferred Stock
         has such preference, except out of earned surplus or if, at the time of
         declaration thereof or the making of such distribution, there shall not
         remain to the credit of earned surplus account, after deducting
         therefrom the amount of such dividend and distribution, an amount at
         least equal to two times the annual dividend requirements of all the
         shares of 5% Cumulative Preferred Stock and of all other classes of
         stock over which the 5% Cumulative Preferred Stock does not have such
         preference outstanding at the time of such declaration or distribution.
         For the purposes of the foregoing clauses (1), (2) and (3), shares of
         stock for which provision has been made for redemption, retirement or
         payment, and for which purpose sufficient funds have been duly set
         aside, shall not be deemed to be outstanding. Any such approval or
         disapproval of the taking of any such action may be given either by
         vote at a stockholders' meeting or by a writing without such a meeting,
         and if the corporation shall solicit approval of the taking of any such
         action without the holding of a stockholders' meeting such disapproval,
         to be effective, must be given by the filing thereof with the
         corporation not later than the date upon which the required written
         approval thereof shall have been so filed. Nothing in this paragraph
         (d) shall authorize the taking of any action specified in any of said
         clauses (1), (2) or (3) upon the vote or consent of the holders of a
         less number of shares of 5% Cumulative Preferred Stock, or of any other
         class or classes, than is required to authorize the taking of such
         action by the laws of the State of California at the time applicable
         thereto.


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         2.       4 1/2% CUMULATIVE PREFERRED STOCK:

                  (e) The shares of 4 1/2% Cumulative Preferred Stock shall be
         entitled to receive, out of any funds of the corporation at the time
         legally available for the declaration thereof, dividends at the rate
         per share of four and one-half per centum (4 1/2%) per annum of the par
         value thereof. Such dividends shall be payable upon such shares, when
         and as declared by the Board of Directors, on March 1, June 1,
         September 1 and December 1 in each year (each said date being
         hereinafter called "dividend date"). Such dividends shall accrue on
         each such share from the dividend date last preceding the date of
         original issuance of such share, except that if such share shall be
         issued on a dividend date, then such dividends on such share shall
         accrue from the date of its original issuance. Such dividends on all
         shares of 4 1/2% Cumulative Preferred Stock shall be cumulative, so
         that if such dividends in respect of any dividend period at the rate
         fixed therefor shall not have been paid on, or declared or set apart
         for, all shares of 4 1/2% Cumulative Preferred Stock at the time
         outstanding, the deficiency shall be fully paid on, or declared and set
         apart for, such shares before any dividends shall be paid upon, or be
         declared or be set apart for, the shares of Common Stock.

                  (f) The corporation at any time or from time to time, upon
         authority of its Board of Directors, shall have the right to redeem and
         retire all or any part of the shares of 4 1/2% Cumulative Preferred
         Stock by paying to or setting aside for the benefit of the holders
         thereof with respect to the shares to be redeemed, a redemption price
         of $22 per share, together with all unpaid dividends accrued on the
         shares to be redeemed to the date of redemption. Any such redemption
         shall be effected upon like notice, in like manner, and with like
         effect with respect to such shares as is provided in paragraph (m) of
         this Article SIXTH with respect to any redemption of shares of
         Cumulative Preferred Stock, $20 Par Value.

                  (g) In the event of any liquidation, dissolution or winding up
         of the corporation, whether voluntary or involuntary, the shares of 4
         1/2% Cumulative Preferred Stock shall be entitled to receive out of the
         assets of 



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         the corporation, whether such assets are capital or surplus, the sum of
         $21 per share if such liquidation, dissolution or winding up is
         voluntary, and the sum of $20 per share if such liquidation,
         dissolution or winding up is involuntary, and in each case in addition
         thereto an amount equal to all unpaid dividends accrued on such shares
         to the date when such payments shall be made available to the holders
         thereof. The full preferential amounts so payable in any such event
         upon the shares of 4 1/2% Cumulative Preferred Stock shall be paid on,
         or set apart for, said shares before any distribution in any such event
         is paid upon, or set apart for, the shares of Common Stock.

                  (h) Except as otherwise provided herein or by law, no share of
         4 1/2% Cumulative Preferred Stock shall be entitled to any voting
         rights under any conditions or upon any matter of any kind; provided,
         that whenever dividends payable on any shares of 4 1/2% Cumulative
         Preferred Stock shall be in default in an amount equivalent to four
         full quarter yearly dividends (whether or not consecutive) and until
         all dividends in default thereon have been paid or declared and set
         aside for payment, the holders of such shares shall be entitled to
         voting rights on the basis of one (1) vote per share with the right to
         vote cumulatively in electing directors, but upon the payment or
         declaration and setting apart for payment of all such dividends in
         default such voting rights shall cease; and provided further that so
         long as any of such shares are outstanding and whether or not voting
         rights shall at the time be vested in the holders thereof as
         hereinabove provided, the corporation shall not take any action
         specified in any of the following clauses (1), (2) or (3) unless the
         taking thereof shall have been approved by the holders of at least a
         majority of the outstanding shares of 4 1/2% Cumulative Preferred Stock
         or if the taking thereof shall have been disapproved by the holders of
         at least 33 1/3% of such shares, viz.: (1) adopt an amendment to these
         Articles of Incorporation if such amendment would either
         (i) create any class of shares preferred as to dividends or assets over
         the 4 1/2% Cumulative Preferred Stock, or (ii) change the rights and
         preferences of the then outstanding shares of 4 1/2% Cumulative
         Preferred Stock; or (2) issue any shares of 4 1/2% Cumulative Preferred
         Stock or of any other class of stock over which the 4 1/2% Cumulative
         Preferred Stock does not have preference as to the payment of dividends
         and as to assets, unless the net income of 


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         the corporation available for the payment of dividends for a period of
         twelve consecutive calendar months within the fifteen calendar months
         immediately preceding such issue shall have been at least equal to two
         times the annual dividend requirements of all outstanding shares of 4
         1/2% Cumulative Preferred Stock and of all such other classes,
         including the shares proposed to be issued; or (3) pay any dividends
         (other than dividends paid in stock over which the 4 1/2% Cumulative
         Preferred Stock has preference as to payment of dividends and as to
         assets) or make any other distribution of assets, by purchase of shares
         or otherwise, to the holders of the shares of Common Stock or any other
         class of stock over which the 4 1/2% Cumulative Preferred Stock has
         such preference, except out of earned surplus or if, at the time of
         declaration thereof or the making of such distribution, there shall not
         remain to the credit of earned surplus account, after deducting
         therefrom the amount of such dividend and distribution, an amount at
         least equal to two times the annual dividend requirements of all the
         shares of 4 1/2% Cumulative Preferred Stock and of all other classes of
         stock over which the 4 1/2% Cumulative Preferred Stock does not have
         such preference outstanding at the time of such declaration or
         distribution. For the purposes of the foregoing clauses (1), (2) and
         (3), shares of stock for which provision has been made for redemption,
         retirement or payment, and for which purpose sufficient funds have been
         duly set aside, shall not be deemed to be outstanding. Any such
         approval or disapproval of the taking of any such action may be given
         either by vote at a stockholders' meeting or by a writing without such
         a meeting, and if the corporation shall solicit approval of the taking
         of any such action without the holding of a stockholders' meeting such
         disapproval, to be effective, must be given by the filing thereof with
         the corporation not later than the date upon which the required written
         approval thereof shall have been so filed. Nothing in this paragraph
         (h) shall authorize the taking of any action specified in any of said
         clauses (1), (2) or (3) upon the vote or consent of the holders of a
         less number of shares of 4 1/2% Cumulative Preferred Stock, or of any
         other class or classes, than is required to authorize the taking of
         such action by the laws of the State of California at the time
         applicable thereto.


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         3.       CUMULATIVE PREFERRED STOCK, $20 PAR VALUE:

                  (i) The shares of Cumulative Preferred Stock, $20 Par Value,
         of all series shall be of equal rank and priority and no distinction
         shall exist between any of the shares of Cumulative Preferred Stock,
         $20 Par Value, or any series thereof, except as stated in this Article
         SIXTH or as to the particulars that may be fixed by the Board of
         Directors of the corporation as hereinabove provided in this Article
         SIXTH.

                  (j) The shares of Cumulative Preferred Stock, $20 Par Value, 4
         1/2% Series, shall (1) be entitled to dividends as provided in
         paragraph (k) of this Article SIXTH at the rate per share per annum of
         four and one-half per centum (4 1/2%) of the par value of such shares,
         (2) be redeemable in the manner and otherwise upon the conditions and
         notice provided in paragraph (m) of this Article SIXTH by payment upon
         each such share to be redeemed of a redemption price of $24 per share
         if the redemption be effected on or before May 1, 1950, and $23.50 per
         share if the redemption be effected thereafter, together in each case
         with all unpaid dividends accrued on the redeemed shares to the date of
         redemption, (3) in the event of liquidation, dissolution or winding up
         of the corporation, be entitled to receive out of the assets of the
         corporation, whether such assets are capital or surplus, the sum of
         $22.50 per share if such liquidation, dissolution or winding up is
         voluntary, and the sum of $20 per share if such liquidation,
         dissolution or winding up is involuntary, and in each case in addition
         thereto an amount equal to all unpaid dividends accrued on such shares
         to the date when such payments shall be made available to the holders
         thereof, and (4) be entitled to and shall represent full and
         unrestricted voting rights on the basis of one vote per share, with the
         right to cumulative voting in election of directors.

                  (k) The holders of the outstanding shares of the several and
         respective series of Cumulative Preferred Stock, $20 Par Value, shall
         be entitled to receive, out of any funds of the corporation at the time
         legally available for the declaration thereof, dividends at the
         respective rates for shares of said series as stated in this Article
         SIXTH or as fixed by the Board of Directors by resolutions adopted
         pursuant to the foregoing provisions of this Article SIXTH. Such
         dividends shall be payable on the shares of each said series, when and
         as declared by the Board of Directors, on February 1, May 1, August 1,
         and November 1, in each 



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         year (each said date being hereinafter called a "dividend date"). Such
         dividends shall accrue on each such share from the dividend date last
         preceding the date of original issuance of such share, except that if
         such share shall be issued on a dividend date, then such dividends on
         such share shall accrue from its date of issue. Such dividends on all
         shares of Cumulative Preferred Stock, $20 Par Value, of all series
         shall be cumulative, so that if dividends in respect of any dividend
         period at the respective rates fixed therefor shall not have been paid,
         or declared or set apart for, all shares of Cumulative Preferred Stock,
         $20 Par Value, at the time outstanding, the deficiency shall be fully
         paid, or declared and set apart for such shares, before any dividend
         shall be paid upon, or be declared or set apart for, the shares of
         Common Stock.

                  (l) All preferential amounts, determined as hereinabove
         provided in this Article SIXTH, which in the event of any liquidation,
         dissolution or winding up of the corporation, whether voluntary or
         involuntary, are payable on the shares of Cumulative Preferred Stock,
         $20 Par Value, then outstanding, shall be paid in full before any
         distribution on any such liquidation, dissolution or winding up is paid
         upon, or set apart for, the shares of Common Stock.

                  (m) The corporation at any time or from time to time, upon the
         authority of its Board of Directors, shall have the right to redeem and
         retire all or any part of the shares of Cumulative Preferred Stock, $20
         Par Value, of any one or more series at the time outstanding by paying
         to or setting aside for the benefit of the holders thereof with respect
         to each share redeemed the amount payable thereon by reason of such
         redemption thereof. If a part only of said shares is called for
         redemption, then the particular shares to be redeemed shall be selected
         by lot in such manner as the Board of Directors shall approve. Notice
         of the intention of the corporation to redeem said shares, or any part
         thereof, specifying the date and place of such redemption, and the
         shares to be redeemed, if less than all of said outstanding shares are
         to be redeemed, shall be published once in a newspaper of general
         circulation in Los Angeles, California, not less than thirty (30) days
         before the redemption date, and a similar notice shall be mailed not
         less than thirty (30) days before the redemption date to the record
         holders of the shares to be redeemed at their addresses as the same
         appear upon the records of the corporation; 


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         provided, however, that accidental failure to mail any such notice to
         any of such holders shall not affect the validity of such redemption if
         notice shall be published as aforesaid; provided, further, that if, on
         or prior to the redemption date, the corporation shall deposit with a
         bank or trust company (which shall have a capital and surplus of at
         least $5,000,000) in California as a trust fund, a sum sufficient to
         redeem the shares called for redemption with irrevocable instructions
         and authority to such bank or trust company to publish the notice of
         redemption thereof and to pay on or after the redemption date, to the
         respective holders of such shares, the redemption price thereof under
         surrender of their certificates for the shares to be redeemed, then
         from and after the date of such deposit (although prior to the date of
         redemption) such shares shall be deemed to be redeemed, and redemption
         thereof shall be deemed to have been effected, and dividends thereon
         shall cease to accrue after said redemption date and said shares shall
         no longer be deemed to be outstanding and the holders thereof shall
         cease to be shareholders with respect to such shares and shall have no
         rights with respect thereto except only the right to receive from said
         bank or trust company payment of the redemption price of such shares
         without interest, upon surrender of their certificates therefor, and
         any right to convert said shares which may exist and then continue for
         any period fixed by resolution of the Board of Directors pursuant to
         this Article SIXTH.

                  (n) So long as any shares of Cumulative Preferred Stock, $20
         Par Value, of any one or more series are outstanding the corporation
         shall not without the consent, given by vote at a shareholders' meeting
         or in writing without a meeting, of the holders of at least a majority
         of all said outstanding shares issue or sell any stock of the
         corporation having a preference as to dividends or upon liquidation
         over the shares of Cumulative Preferred Stock, $20 Par Value.

                  (o) The corporation shall have no power to purchase any share
         or shares of Cumulative Preferred Stock, $20 Par Value, while any
         quarterly dividend or dividends are in arrears on any such stock,
         unless the policy of purchasing shares of such stock under such
         circumstances shall first have been approved or authorized by the
         holders of at least two-thirds of the outstanding shares of such stock,
         either in writing or by vote at a stockholders' meeting, and after any
         such 


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         approval or authorization the corporation shall be empowered, subject
         to any applicable provision of laws then in effect, to purchase shares
         of such stock to the extent and for the period provided in any such
         approval or authorization.

         4.       COMMON STOCK

                  (p) Each holder of shares of Common Stock of the corporation
         shall have the preemptive right and privilege to subscribe for and
         purchase such number of shares of Common Stock, or of securities
         convertible into or evidencing the right to purchase shares of Common
         Stock, at any time issued by the corporation as bears the same ratio to
         the total number or amount of shares or securities then proposed to be
         issued as the number of shares of Common Stock held by such shareholder
         shall bear to the number of shares of Common Stock outstanding
         immediately prior to such additional issue. Subject to said preemptive
         right and privilege of the holders of shares of Common Stock, no holder
         of shares of stock of any class of the corporation shall have any
         preemptive or preferential right of subscription or purchase with
         respect to any unissued shares of any class of stock, whether now or
         hereafter authorized, of the corporation, but, subject to said
         preemptive right and privilege of the holders of shares of Common
         Stock, any and all shares of capital stock of any class, whether now or
         hereafter authorized, may be issued and disposed of from time to time
         in such manner and to such persons, whether stockholders or not, as may
         be determined by the Board of Directors, without first being offered to
         stockholders.

                  (q) Every share of Common Stock shall be entitled to the same
         right as every other share of Common Stock in all distributions of
         earnings and assets of the corporation distributable to holders of
         Common Stock. Every share of Common Stock of the corporation shall be
         entitled to voting rights on the basis of one (1) vote per share with
         the right to vote cumulatively in electing directors.

                  3. The foregoing amendment was approved by the required vote
         of the shareholders of said corporation in accordance with Section 903
         of the California Corporations Code; the total number of outstanding
         shares of each class entitled to vote with respect to the foregoing
         amendments was 70,000,000 shares of Common Stock and 280,312 shares of


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         Cumulative Preferred Stock, $20 Par Value; and the number of shares of
         each class voting in favor of the foregoing amendments equalled or
         exceeded the vote required, such required vote being a majority of the
         outstanding shares of Common Stock and Cumulative Preferred Stock, $20
         Par Value and a majority of the outstanding shares of Common Stock
         voting as a class. No shares of 7.48% Cumulative Preferred Stock are
         outstanding. No shares of 8.375% Cumulative Preferred Stock are
         outstanding.

         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 April 17, 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.


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


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


Subscribed and sworn to before me 
this 17th day of April, 1998.


-----------------------------------
Notary Public in and for said State




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