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                                                                    EXHIBIT 3.43

                                                                         [STAMP]

                          CERTIFICATE OF INCORPORATION

                                       OF

                               OI GENERAL FTS INC.

          1.   The name of the corporation is:

                               OI General FTS Inc.

          2.   The address of its registered office in the State of Delaware is
229 South State Street in the City of Dover, County of Kent. The name of its
registered agent at such address is The Prentice-Hall Corporation System, Inc.

          3.   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 the State of Delaware.

          4.   The total number of shares of all classes of stock that the
corporation shall have authority to issue is 1,000 shares, all of which are
Common Stock with a par value of $0.01.

          5.   The name and mailing address of the incorporator is

                                Robert J. Palme
                                Latham & Watkins
                                885 Third Avenue
                            New York, New York 10022

          6.   In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is

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expressly authorized to make, alter or repeal the bylaws of the corporation.

          7.   Election of directors need not be by written ballot unless the
bylaws of the corporation shall so provide.

          8.   No director of this corporation shall be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General Corporation Law of the
State of Delaware, or (iv) for any transaction from which the director derived
an improper personal benefit.

          I, THE UNDERSIGNED, being the sole incorporator hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, do make this certificate, herein declaring and
certifying that this is my act and deed and the facts herein stated are true,
and accordingly have hereunto set my hand this 5th day of March, 1987.

                                                       /s/ Robert J. Palme
                                                       -----------------------
                                                       Robert J. Palme
                                                       Incorporator