EXHIBIT 4.2

                           [FORM OF FACE OF SECURITY]

                               CELLCO PARTNERSHIP
                          VERIZON WIRELESS CAPITAL LLC

                          FLOATING RATE NOTE DUE 2005


                                                PRINCIPAL AMOUNT
                                                $______________ revised by
                                                the Schedule of Increases in
                                                Global Security attached hereto.

No.[o]                                          CUSIP
                                                No.
                                                [o]

                                                ISIN No.
                                                [o]

                                                COMMON CODE
                                                [o]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.1

[THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, ON ITS OWN BEHALF
AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE PARTNERSHIP,
(B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER
THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY
BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A AND WHO TAKES DELIVERY OF THE NOTE IN THE
FORM OF AN INTEREST IN THE RULE 144A GLOBAL NOTE, OR (D) PURSUANT TO OFFERS AND
SALES THAT OCCUR


---------
1 Applies to all securities.


<PAGE>


OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, SUBJECT TO THE ISSUERS' AND THE TRUSTEE'S RIGHT PRIOR TO ANY
SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (D) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM.]2

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK,
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE 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.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE
REFERRED TO ON THE REVERSE HEREOF.]3

     CELLCO PARTNERSHIP, a Delaware general partnership (the "Partnership"),
and VERIZON WIRELESS CAPITAL LLC, a Delaware limited liability company
("Capital" and, together with the Partnership, the "Issuers," which terms
include any successor, as the case may be, under the Indenture hereinafter
referred to), for value received, hereby jointly and severally promise to pay
to CEDE & CO., or registered assigns, the principal sum of ____________________
DOLLARS, as revised by the Schedule of Increases and Decreases in Global
Security attached hereto, on May 23, 2005, and to pay interest thereon as
provided below.

     Interest on this Note shall be paid quarterly in arrears on February 23,
May 23, August 23 and November 23, each an interest payment date, beginning
February 23, 2004. If any of the quarterly interest payment dates listed above
falls on a day that is not a Business Day (as defined in the Indenture), the
Issuers will postpone the interest payment date to the next succeeding Business
Day unless that Business Day is in the next succeeding calendar month, in which
case the interest payment date will be the immediately preceding Business Day.
Interest on this Note will be computed on the basis of a 360-day year for the
actual number of days elapsed.


---------
2 Applies to securities issued in the form of 144A Global Notes.

3 Applies whenever security is issued in global form.


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<PAGE>


     Interest on this Note will accrue from, and including, November 20, 2003,
to, and excluding, the first interest payment date and then from, and
including, the immediately preceding interest payment date to which interest
has been paid or duly provided for, to, but excluding, the next interest
payment date or the maturity date, as the case may be (each, an "interest
period"). The amount of accrued interest for any interest period shall be
calculated by multiplying the face amount of this Note by an accrued interest
factor. This accrued interest factor shall be computed by adding the interest
factor calculated for each day from November 20, 2003, or from the last date
the Issuers paid interest, to the date for which accrued interest is being
calculated. The interest factor for each day shall be computed by dividing the
interest rate applicable to that day by 360.

     If the maturity date of this Note falls on a day that is not a Business
Day, the Issuers shall pay principal and interest on the next succeeding
Business Day, as if that payment was made on the date that the payment was due.
No interest will accrue for the period from and after the maturity date to the
payment date on such next Business Day.

     The interest payable on this Note on any interest payment date will,
except as otherwise provided in the Indenture, be paid to the person in whose
name this Note is registered at the close of business on the fifteenth calendar
day, whether or not a Business Day, immediately preceding the interest payment
date. However, interest payable on the maturity date will be payable to the
person to whom the principal will be payable.

     The interest rate on this Note will be calculated by the Calculation Agent
and will be equal to LIBOR plus 0.07%, except that the interest rate in effect
for the period from November 20, 2003 to, but excluding February 23, 2004 will
be ___%. The Calculation Agent will reset the interest rate on each interest
payment date, each an "interest reset date". The second Business Day (as
defined in the Indenture) preceding an interest reset date will be the
"interest determination date" for that interest reset date. The interest rate
in effect on each day that is not an interest reset date will be the interest
rate determined as of the interest determination date pertaining to the
immediately preceding interest reset date. The interest rate in effect on any
day that is an interest reset date will be the interest rate determined as of
the interest determination date pertaining to that interest reset date, except
that the interest rate in effect for the period from and including November 20,
2003 to the initial reset date will be the initial interest rate.

     "LIBOR" will be determined by the Calculation Agent in accordance with the
following provisions:

     (i) With respect to any interest determination date, LIBOR will be the
     rate for deposits in United States dollars having a maturity of three
     months commencing on the first day of the applicable interest period that
     appears on Telerate Page 3750 as of 11:00 A.M., London time, on that
     interest determination date. If no rate appears, then LIBOR, in respect to
     that interest determination date, will be determined in accordance with
     the provisions described in (ii) below.

     (ii) With respect to an interest determination date on which no rate
     appears on Telerate Page 3750, as specified in (i) above, the Calculation
     Agent will request


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<PAGE>


     the principal London offices of each of four major reference banks in the
     London interbank market, as selected by the Calculation Agent, to provide
     the Calculation Agent with its offered quotation for deposits in United
     States dollars for the period of three months, commencing on the first day
     of the applicable interest period, to prime banks in the London interbank
     market at approximately 11:00 A.M., London time, on that interest
     determination date and in a principal amount that is representative for a
     single transaction in United States dollars in that market at that time.
     If at least two quotations are provided, then LIBOR on that interest
     determination date will be the arithmetic mean of those quotations. If
     fewer than two quotations are provided, then LIBOR on the interest
     determination date will be the arithmetic mean of the rates quoted at
     approximately 11:00 A.M., in The City of New York, on the interest
     determination date by three major banks in The City of New York selected
     by the Calculation Agent for loans in United States dollars to leading
     European banks, having a three-month maturity and in a principal amount
     that is representative for a single transaction in United States dollars
     in that market at that time; provided, however, that if the banks selected
     by the Calculation Agent are not providing quotations in the manner
     described by this sentence, LIBOR determined as of that interest
     determination date will be LIBOR in effect on that interest determination
     date.

     "Telerate Page 3750" means the display designated as "Page 3750" on
Telerate, Inc., or any successor service, for the purpose of displaying the
London interbank rates of major banks for United States dollars.

     The Calculation Agent shall be Wachovia Bank, National Association,
formerly known as First Union National Bank, or such other Person as the
Issuers shall from time to time designate.

     Payment of the principal of (and premium, if any) and interest on this
Note will be made in such coin or currency of the United States of America as
at the time of payment is legal tender for payment of public and private debts
and as otherwise provided in the Indenture.

     Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by or on
behalf of Wachovia Bank, National Association, formerly known as First Union
National Bank, the Trustee for this Note under the Indenture, or its successor
thereunder, by the manual signature of one of its authorized officers, this
Note shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


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<PAGE>


     IN WITNESS WHEREOF, the Issuers have caused this instrument to be duly
executed, manually or in facsimile.

Dated: November __, 2003

                                              CELLCO PARTNERSHIP


                                              By:
                                                 ------------------------------
                                                 Name:
                                                 Title:


                                              VERIZON WIRELESS CAPITAL LLC


                                              By:
                                                 ------------------------------
                                                 Name:
                                                 Title:


CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series
designated therein described in the
within-mentioned Indenture.

WACHOVIA BANK, NATIONAL ASSOCIATION,
formerly known as First Union National Bank,
as Trustee


By:
   -----------------------------------------
         Authorized Office


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<PAGE>


                               (Reverse of Note)

                               CELLCO PARTNERSHIP
                          VERIZON WIRELESS CAPITAL LLC

     This Note is one of a duly authorized issue of Securities of the Issuers
designated as Floating Rate Notes due 2005 (the "Notes"). The Notes are one of
an indefinite number of series of debt securities of the Issuers (the
"Securities"), issued or issuable under and pursuant to an indenture (the
"Indenture") dated as of December 17, 2001, between the Issuers and Wachovia
Bank, National Association, formerly known as First Union National Bank (herein
called the "Trustee," which term includes any successor Trustee under the
Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights thereunder of
the Issuers, the Trustee and the Holders of the Notes and the terms upon which
the Notes are to be authenticated and delivered. The terms of this Note include
those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939, as amended. This Note is one of a series
designated on the face hereof and is not limited as to the aggregate principal
amount thereof. The terms of other series of Securities issued under the
Indenture may vary with respect to interest rates or interest rate formulas,
issue dates, maturity, redemption, repayment, currency of payment and otherwise
as provided in the Indenture. The Indenture further provides that Securities of
a single series may be issued at various times, with different maturity dates
and may bear interest at different rates.

     This Note is not subject to any sinking fund.

     If an Event of Default with respect to the Notes shall occur and be
continuing, then either the Trustee or the Holders of not less than 25% in
aggregate principal amount of the Notes of this series then Outstanding may
declare the entire principal amount of the Notes of this series due and payable
in the manner and with the effect provided in the Indenture.

     The Notes shall not be redeemable prior to their stated maturity.

     The Indenture permits, with certain exceptions as therein provided, the
Issuers and the Trustee with the consent of the Holders of more than a majority
in aggregate principal amount of the Outstanding Securities of each series
issued under the Indenture to be affected thereby, to execute supplemental
indentures for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or of modifying in
any manner the rights of the Holders of such Securities and any related coupons
under the Indenture; provided, however, that no such supplemental indenture
shall, among other things, (i) change the Stated Maturity of the principal of,
or any installment of principal of or interest on, any Security, or reduce the
principal amount thereof or the rate of interest thereon, if any, or any
premium payable upon redemption thereof; change the currency or currency unit
in which any Security or the principal or interest thereon is payable; impair
the right to institute suit for the enforcement of any such payment on or after
the Stated Maturity thereof (or in the case of redemption on or after the
Redemption Date); impair any right of Holders of any Security to repay or
purchase Securities at their option; reduce or alter the method of computation
of any amount payable upon redemption, repayment or purchase of any Securities
by the Issuers (or the time when such redemption, repayment or purchase may be
made), (ii) reduce the percentage in


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<PAGE>


principal amount of the Outstanding Securities of any particular series, the
Holders of which are required to consent to any supplemental indenture, or any
waiver or (iii) modify any of the provisions of Sections 513, 902 or 1005 of
the Indenture, except to increase any such percentage or to provide that
certain other provisions of the Indenture cannot be modified or waived without
the consent of the Holder of each Security affected thereby; provided, however,
that this clause shall not be deemed to require the consent of any Holder of a
Security or coupon with respect to changes in the references to "the Trustee"
and concomitant changes in Sections 902 and 1005 of the Indenture, or the
deletion of this proviso, in accordance with the requirements of Sections 609,
611(b), 901(6) and 901(7) of the Indenture.

     A supplemental indenture which changes or eliminates any covenant or other
provision of the Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under the
Indenture of the Holders of Securities of any other series.

     The Indenture also contains provisions permitting the Holders of not less
than a majority in principal amount of the Outstanding Securities of any
particular series and any related coupons, on behalf of the Holders of all the
Securities of that series, to waive certain past defaults under the Indenture
and their consequences with respect to such series, except a default in the
payment of principal of (or premium, if any) or interest, if any, on any
Security of that series or a default with respect to a covenant or provision of
the Indenture which cannot be amended without the consent of such Holder.

     The Notes are issuable only in registered form without coupons in
denominations of $1,000 and integral multiples thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes as requested by the
Holder surrendering the same. Except as provided in the Indenture, if (i) the
Depositary is at any time unwilling or unable to continue as depository or if
at any time the Depositary shall no longer be eligible under Section 303 of the
Indenture and a successor depository is not appointed by the Issuers within 90
days after the Issuers receive such notice or becomes aware of such
ineligibility or (ii) the Issuers deliver to the Trustee an Issuer Order of
each Issuer to the effect that this Note shall be exchangeable, this Note shall
be exchangeable for Notes in definitive form and in an equal aggregate
principal amount. Such definitive Notes shall be registered in such name or
names as the Depositary shall instruct the Trustee.

     As provided in the Indenture and subject to certain limitations set forth
therein and above, the transfer of this Note may be registered on the Security
Register of the Issuers, upon surrender of this Note for registration of
transfer at the office or agency of the Issuers in a Place of Payment, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Issuers and the Security Registrar duly executed by, the
Holder hereof or by his attorney duly authorized in writing, and thereupon one
or more new Notes of authorized denominations and of a like Stated Maturity and
of like series and the same aggregate principal amount, will be issued to the
designated transferee or transferees.


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<PAGE>


     No service charge shall be made for any such registration of transfer or
exchange, but the Issuers may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuers, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Note at the time, place and rate, and in the coin or currency,
herein and in the Indenture prescribed.

     Prior to due presentment of this Note for registration of transfer, the
Issuers or the Trustee and any agent of the Issuers or the Trustee may treat
the Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Issuers, the
Trustee nor any such agent shall be affected by notice to the contrary.

     Certain of the Issuers' obligations under the Indenture with respect to
Notes may be terminated if the either of the Issuers irrevocably deposits with
the Trustee money or Government Obligations sufficient to pay and discharge the
entire indebtedness on all Notes, as provided in the Indenture.

     No recourse shall be had for the payment of the principal of (and premium,
if any), or the interest, if any, on this Note, or for any claim based thereon,
or upon any obligation, covenant or agreement of the Issuers in the Indenture,
against any partner, member, incorporator, stockholder, officer or director, as
such, past, present of future, of either Issuer or of any successor or any of
their assets, whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment of penalty or otherwise; and all such
personal liability is expressly released and waived as a condition of, and as
part of the consideration for, the issuance of this Note.

     The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York.

     All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.


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<PAGE>


                                ASSIGNMENT FORM

          To assign this Security, fill in the form below:

          I or we assign and transfer this Security to

              ___________________________________________________
             (Print or type assignee's name, address and zip code)

                  ___________________________________________
                 (Insert assignee's soc. sec. or tax I.D. No.)

          and irrevocably appoint _______________ agent to transfer this
          Security on the books of the Issuers. The agent may substitute
          another to act for him.

Date:_____________________                    Your Signature:___________________

Signature Guarantee:____________________________________________________________
                         (Signature must be guaranteed)

________________________________________________________________________________
Sign exactly as your name appears on the other side of this Security.

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-l5.

In connection with any transfer or exchange of any of the Securities evidenced
by this certificate occurring prior to the date that is two years after the
later of the date of original issuance of such Securities and the last date, if
any, on which such Securities were owned by either of the Issuers or any
Affiliate of an Issuer, the undersigned confirms that such Securities are
being:

CHECK ONE BOX BELOW:

1. [ ] acquired for the undersigned's own account, without transfer; or

2. [ ] transferred to the Partnership; or

3. [ ] transferred pursuant to and in compliance with Rule 144A under
       the Securities Act of 1933, as amended (the "Securities Act"); or

4. [ ] transferred pursuant to an effective registration statement under
       the Securities Act; or

5. [ ] transferred pursuant to and in compliance with Regulation S under
       the Securities Act.

Unless one of the boxes is checked, the Trustee will refuse to register any of
the Securities evidenced by this certificate in the name of any person other
than the registered Holder thereof;


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<PAGE>


provided, however, that if box (5) is checked, the Trustee or the Issuers may
require, prior to registering any such transfer of the Securities, in their
sole discretion, such legal opinions, certifications and other information as
the Trustee or the Issuers may reasonably request to confirm that such transfer
is being made pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act of 1933.

                                              __________________________________
                                              Signature

Signature Guarantee:

_______________________________               __________________________________
(Signature must be guaranteed)                Signature


________________________________________________________________________________
The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Security for
its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act
of 1933, as amended, and is aware that the sale to it is being made in reliance
on Rule 144A and acknowledges that it has received such information regarding
the Issuers as the undersigned has requested pursuant to Rule 144A or has
determined not to request such information and that it is aware that the
transferor is relying upon the undersigned's foregoing representations in order
to claim the exemption from registration provided by Rule 144A.

_______________________________
Dated:


                                       2
<PAGE>


             SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

     The following increases or decreases in this Global Security have been
made:

<TABLE>
                                                                                              Signature of
                                        Amount of increase       Principal Amount of      authorized signatory
              Amount of decrease in     in Principal Amount      this Global Security          of Trustee
Date of     Principal Amount of this      of this Global       following such decrease       or Securities
Exchange         Global Security             Security                or increase               Custodian
--------    ------------------------    -------------------    -----------------------    --------------------
<S>         <C>                         <C>                    <C>                        <C>
</TABLE>



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