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                                                                     EXHIBIT 4.3
 
INCORPORATED UNDER THE LAWS                               OF THE STATE OF NEVADA

     --------------                                           --------------
         NUMBER                                                   SHARES

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

        SPECIMEN

                       U.S. DIGITAL COMMUNICATIONS, INC.
    Authorized Capital Stock: 60,000,000 Shares - Par Value $0.01 Per Share
50,000,000 Shares Common Stock             10,000,000 Shares Preferred Stock
                                        --------------------------------------
                                         3,000 Shares Series B Preferred Stock

                                   SERIES B

This Certifies that _________________________________________ is the registered
holder of _____________________________ Shares of Series B Preferred Stock 
transferable only on the books of the Corporation by the holder hereof in person
or by Attorney upon surrender of this Certificate properly endorsed.

     In Witness Whereof, the said Corporation has caused this Certificate to be 
signed by its duly authorized officers and its Corporate Seal hereunto affixed.

     this _______ day                           of _________________ A.D. ______

      /s/ Hugh Jencks                                /s/ Robert J. Wussler
-----------------------------                   --------------------------------
                    SECRETARY                                         PRESIDENT
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                              NOTICE  THE SIGNATURE OF THIS ASSIGNMENT MUST
                              CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE
                              OF THE CERTIFICATE. IN EVERY PARTICULAR, WITHOUT
                              ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.

FOR VALUE RECEIVED ____________ HEREBY SELL, ASSIGN AND TRANSFER UNTO
___________________

_____________________________________________________________________
  PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
_____________________________________________________________________

__________________________________________________ SHARES REPRESENTED
BY THE WITHIN CERTIFICATE AND DO HEREBY IRREVOCABLY CONSTITUTE AND

APPOINT ____________________________________________________ ATTORNEY
TO TRANSFER THE SAID SHARES ON THE SHARE REGISTER OF THE WITHIN NAMED
CORPORATION WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.

DATED ________________________    ____

IN PRESENCE OF _______________________ ) ____________________________
                                       )
______________________________________ ) ____________________________





"The securities represented hereby have not been registered
under the Securities Act of 1933, as amended, or applicable
state securities laws, nor the securities laws of any other
jurisdiction. They may not be sold or transferred in the
absence of an effective registration statement under those
securities laws or an opinion of counsel, reasonable
satisfactory to the Company, that the sale or transfer is
pursuant to an exemption to the registration requirements of
those securities laws."