EXHIBIT 10.24.3


  Unless this  certificate is presented by an authorized  representative  of The
Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent
for registration of transfer, exchange or payment, and any certificate issued is
registered in the name of 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.

REGISTERED                                                            REGISTERED
NUMBER
  RB-1                                                              $200,000,000
                            ELECTRIC LIGHTWAVE, INC.
                                                                 SEE REVERSE FOR
                                NOTE DUE 2004                CERTAIN DEFINITIONS

                                                              CUSIP 284 895 AA 7

ELECTRIC  LIGHTWAVE,  INC., a corporation  duly organized and existing under the
laws of  Delaware  (herein  called  the  "Company"),  which  term  includes  any
successor  corporation under the Indenture  hereinafter  referred to), for value
received, hereby promises to pay to
                                   CEDE & CO.


or registered assigns, the principal  sum  of TWO HUNDRED MILLION ($200,000,000)
DOLLARS


on May 15,  2004,  and to pay  interest  thereon from April 28, 1999 or from the
most  recent  Interest  Payment  Date to which  interest  has been  paid or duly
provided for,  semi-annually on May 15 and November 15 in each year,  commencing
November 15,  1999,  at the rate of 6.05% per annum,  or if the annual  interest
rate is adjusted in  accordance  with the  provisions  of the  Indenture at such
adjusted  annual  interest  rate,  until  the  principal  hereof is paid or made
available  for payment.  The interest so payable,  and  punctually  paid or duly
provided for, on any Interest  Payment Date will, as provided in such Indenture,
referred to on the reverse hereof,  be paid to the Person in whose name this (or
one or more  Predecessor  Notes) is  registered  at the close of business on the
Regular  Record Date for such  interest,  which shall be the May 1 or November 1
(whether  or not a  Business  Day),  as the case  may be,  next  preceding  such
Interest Payment Date. Any such interest not so punctually paid or duly provided
for will forthwith cease to be payable to the Holder on such Regular Record Date
and may  either be paid to the  Person  in whose  name this Note (or one or more
Predecessor  Notes) is registered  at the close of business on a Special  Record
Date for the  payment of such  Defaulted  Interest  to be fixed by the  Trustee,
notice  whereof  shall be given to Holders of Notes of this series not more than
15 days and not less than 10 days prior to such Special  Record Date, or be paid
at any time in any other lawful manner not inconsistent with the requirements of
any Notes  exchange  on which the Notes of this  series may be listed,  and upon
such notice as may be required by such  exchange,  all as more fully provided in
said Indenture.  Payment of the principal of (and premium,  if any) and any such
interest  on this  Note will be made at the  office  or  agency  of the  Company
maintained  for that purpose in the Borough of Manhattan,  the City of New York,
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);  provided,
however,  that at the option of the Company  payment of interest  may be made by
check mailed to the address of the Person entitled thereto as such address shall
appear in the Note Register.


     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 the
Trustee referred to on the reverse hereof by manual  signature,  this Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.


     IN WITNESS  WHEREOF,  the  Company has caused  this  instrument  to be duly
executed under its corporate seal.


Dated:   April 28, 1999

            CERTIFICATE OF AUTHENTICATION           ELECTRIC LIGHTWAVE, INC.
        THIS IS ONE OF THE SECURITIES OF THE SERIES
     DESIGNATED THEREIN REFERRED TO IN THE WITHIN-MENTIONED
             INDENTURE                              By:
                                                    CHIEF FINANCIAL OFFICER,
                                                    VICE PRESIDENT AND TREASURER
                    CITIBANK, N.A.

                By:                          Attest:
                    AUTHORIZED OFFICER             SECRETARY


<PAGE>


     This Note is one of a duly authorized issue of Notes of the Company (herein
called  the  "Notes"),  issued and to be issued in one or more  series  under an
Indenture,  dated as of April 15, 1999,  from the Company to Citibank,  N.A., as
Trustee (herein called the "Trustee",  which term includes any successor trustee
under the  Indenture),  as  supplemented  and  amended  by a First  Supplemental
Indenture  dated as of April  15,  1999  from the  Company,  Citizens  Utilities
Company,  a Delaware  Corporation  ("Citizens"),  and Citizens Newco Company,  a
Delaware  Corporation  ("Citizens Newco") to the Trustee (herein together called
the  "Indenture"),  to which Indenture and all indentures  supplemental  thereto
reference is hereby made for a statement of the respective  rights,  limitations
of rights, duties and immunities thereunder of the Company,  Citizens,  Citizens
Newco,  the Trustee and the Holders of the Notes and of the terms upon which the
Notes are, and are to be,  authenticated and delivered.  This Note is one of the
Notes  of the  series  designated  on the  face  hereof,  limited  in  aggregate
principal amount to up to $450,000,000.00.

     Until termination of the Citizens  guarantee (the "Citizens  Guarantee") as
provided in the Indenture, the Notes will be guaranteed by Citizens. Pursuant to
the Citizens Guarantee,  Citizens has unconditionally and fully guaranteed, as a
primary obligor and not as a surety only, on an unsecured  basis, to each Holder
of the Notes and to the  Trustee  and its  successors  and  assigns the full and
punctual  payment of  principal,  any  premium  and  interest  on the Notes.  An
unconditional and full guarantee of Citizens Newco of the Company's  obligations
under  the  Notes  will  become  effective  at the time of the  transfer  of the
telecommunication  assets of Citizens to Citizens Newco and the  distribution of
the  common  stock  of  Citizens  Newco to the  stockholders  of  Citizens  (the
"Separation").  The Citizens  Guarantee  will  continue in full force and effect
until the Separation  occurs, or, if Separation does not occur, until payment in
full of all Notes when due whether at maturity or otherwise, or discharge, legal
defeasance or covenant defeasance of all Notes. If Citizens Newco has received a
below investment grade credit rating at the time of Separation, then each Holder
of Notes  may elect to have the  Company  repurchase  Notes of such  Holder at a
price equal to 100% of the principal  amount plus accrued and unpaid interest to
the date of repurchase  which will be on or before the 70th day after Separation
all as  provided  in  the  Indenture.  If the  noteholders'  option  to  require
repurchase  of the Note by the  Company  referred to in the  preceding  sentence
becomes  effective,  the Citizens  Guarantee will terminate upon the purchase of
all Notes elected by the noteholders for such repurchase.

     The Company may, at its option,  within 15 days of a change of control, but
at no other time, redeem all or any portion of the Notes, at a redemption price,
plus  accrued  interest to the date of  redemption,  equal to the greater of (i)
100% of their  principal  amount  or (ii) the sum of the  present  values of the
remaining  scheduled  payments of principal and interest  thereon  (exclusive of
interest accrued to the date of redemption) discounted to the date of redemption
on a  semiannual  basis  (assuming a 360-day  year  consisting  of twelve 30 day
months) at the Applicable Treasury Yield plus 25 basis points all as provided in
the Indenture.

     The Indenture  contains  provisions  for  defeasance at any time of (a) the
entire indebtedness on this Note and (b) certain covenants and certain Events of
Default  upon  compliance  by the  Company  with  certain  conditions  set forth
therein.

     If an Event of Default with respect to Notes of this series shall occur and
be continuing, the principal of the Notes of this series may be declared due and
payable  in the manner and with the effect  provided  in the  Indenture.  In the
event  of  redemption  of this  Note in part  only,  a new Note or Notes of this
series  for the  unredeemed  portion  hereof  will be  issued in the name of the
Holder hereof upon the cancellation hereof. The Indenture permits,  with certain
exceptions as therein  provided,  the amendment  thereof and the modification of
the rights and  obligations  of the Company and the rights of the Holders of the
Notes of each  series  to be  affected  under the  Indenture  at any time by the
Company  and the  Trustee  with the  consent  of the  Holders of not less than a
majority in principal  amount of the Notes at the time Outstanding of all series
to be affected. The Indenture also contains provisions permitting the Holders of
specified  percentages  in  principal  amount of the Notes of each series at the
time Outstanding, on behalf of the Holders of all Notes of such series, to waive
compliance  by the Company with certain  provisions of the Indenture and certain
past defaults  under the Indenture and their  consequences.  Any such consent or
waiver by the  Holder of this Note shall be  conclusive  and  binding  upon such
Holder and upon all future  Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Note.


     No reference  herein to the  Indenture  and no provision of this Note or of
the  Indenture  shall alter or impair the  obligation  of the Company,  which is
absolute and  unconditional,  to pay the principal of (and premium,  if any) and
interest on this Note at the times, place and rate, and in the coin or currency,
herein  prescribed.  As  provided  in  the  Indenture  and  subject  to  certain
limitations  therein set forth, the transfer of this Note is registerable in the
Note Register,  upon surrender of this Note for  registration of transfer at the
office or agency  of the  Company  in any place  where  the  principal  of,  and
premium,  if any, and interest on this Note are  payable,  duly  endorsed by, or
accompanied  by a written  instrument  of transfer in form  satisfactory  to the
Company  and the Note  Registrar  duly  executed  by the  Holder  hereof  or his
attorney duly authorized in writing, and thereupon one or more new Notes of this
series and of like tenor, of authorized denominations and for the same aggregate
principal  amount,  will be issued to the designated  transferee or transferees.
The Notes of this series are issuable only in registered form without coupons in
denominations of $1,000.00 and any integral  multiple of $1,000.00.  As provided
in the Indenture and subject to certain  limitations therein set forth, Notes of
this series are exchangeable  for a like aggregate  principal amount of Notes of
this  series  and of like  tenor  of a  different  authorized  denomination,  as
requested by the Holder  surrendering  the same. No service charge shall be made
for any such  registration of transfer or exchange,  but the Company may require
payment  of a sum  sufficient  to  cover  any tax or other  governmental  charge
payable  in  connection  therewith.  Prior to due  presentment  of this Note for
registration  of  transfer,  the  Company  or the  Trustee  and any agent of the
Company  or the  Trustee  may  treat  the  Person  in whose  name  this  Note is
registered  as the owner hereof for the purpose of  receiving  payment as herein
provided and for all other  purposes,  whether or not this Note be overdue,  and
neither the Company,  the Trustee nor any such agent shall be affected by notice
to the contrary. This Note shall be governed by and construed in accordance with
the laws of the State of New York.

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

                                 ASSIGNMENT FORM

FOR VALUE RECEIVED, as the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY NUMBER OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
[                     ]
--------------------------------------------------------------------------------
Name and address of Assignee,including zip code, must be printed or typewritten)

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
the  within  Debenture,   and  all  rights   thereunder,   hereby   irrevocably,
constituting and appointing

------------------------------------------------------------------------Attorney
to transfer the said Debenture on the books of Citizens  Utilities  Company with
full power of substitution in the premises.



(Dated: _____________)  ________________________________________________________
                        NOTICE:The  signature of this assignment must correspond
                            with  the  name as it  appears  upon the face of the
                            within  Debenture  in  every   particular,   without
                            alteration or enlargement or any change whatever.