Registration No.


                SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549
                       ____________________

                             FORM S-8
                      REGISTRATION STATEMENT
                               UNDER
                    THE SECURITIES ACT OF 1933
                       ____________________

                             ACC CORP.
        (Exact name of issuer as specified in its charter)

                DELAWARE                16-1175232
          (State or other jurisdiction of (I.R.S. Employer
          incorporation or organization) Identification No.)

               400 WEST AVENUE, ROCHESTER, NY 14611
             (Address of Principal Executive Offices)

                             ACC CORP.
                 EMPLOYEE LONG TERM INCENTIVE PLAN
  (formerly known as the "ACC Corp. Employee Stock Option Plan")
                     (Full title of the Plan)
                       ____________________

                        UNDERBERG & KESSLER
                         1800 CHASE SQUARE
                     ROCHESTER, NEW YORK 14604
              (Name and address of agent for service)

Telephone  number,  including  area code, of agent for service:  (716) 258-
2800
                   ____________________________

  Approximate date of commencement  of  proposed sales to the public:  From
time to time after the effective date of  this  Registration  Statement  as
determined by market conditions.
                   ____________________________

                     (continued on next page)




                 CALCULATION OF REGISTRATION FEE


                              PROPOSED  PROPOSED
                              MAXIMUM   MAXIMUM
SECURITIES     AMOUNT         OFFERING  AGGREGATE      AMOUNT OF
  TO BE        TO BE          PRICE     OFFERING       REGISTRATION
REGISTERED     REGISTERED     PER SHARE* PRICE*        FEE


Class A        500,000        $43.38    $21,690,000    $7,479.31
Common Stock   shares
par value $.015
per share


*   Estimated  solely  for  purposes of calculating registration fee.  Per-
share price and aggregate offering  price  are  calculated pursuant to Rule
457(h) based upon the average of the High and Low  Prices  quoted  for  the
Registrant's  Class  A Common Stock in over-the-counter trading on June 20,
1996 ($43.38) multiplied by the number of  shares being registered hereby.

The Index of Exhibits  filed  with  this Registration Statement is found at
page 9.




<PAGE>
                    INCORPORATION BY REFERENCE

     Pursuant to General Instruction  E  to  Form  S-8, the contents of the
Company's  prior Form S-8 Registration Statements relating  to  this  Plan,
Registration  Numbers  33-36546,  effective  August 27, 1990 (the Company's
"1990 Form S-8"), 33-52174, effective September  18,  1992  (the  Company's
"1992 Form S-8"), 33-87056, effective December 5, 1994 (the Company's "1994
Form S-8"), and 333-01219, effective February 26, 1996 (the Company's "1996
Form S-8") are incorporated by reference herein.


                             PART II

                      INFORMATION REQUIRED IN
                    THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents which have been or will in the future be filed
by  ACC  Corp.  (the "Company") with the Securities and Exchange Commission
("SEC") are incorporated in this Registration Statement by reference:

     1.The Company's Annual Report on Form 10-K for its year ended December
31, 1995 filed pursuant  to  Section 13 or 15(d) of the Securities Exchange
Act  of  1934  (the "Exchange Act"),  which  contains  certified  financial
statements for the Company's fiscal year ended December 31, 1995.

     2.The Company's  Quarterly  Report  on Form 10-Q for its quarter ended
March 31, 1996, filed pursuant to Section  13(a)  or  15(d) of the Exchange
Act.

     3.   The Company's Current Reports on Form 8-K filed  with  the SEC on
February 22, 1996 and April 15, 1996.

4.All  other  reports  filed  pursuant  to  Section  13(a) or 15 (d) of the
Exchange Act since December 31, 1995.

     5.The  Company's  Notice of Annual Meeting of Shareholders  and  Proxy
Statement for its Annual  Meeting  of  Shareholders  to be held on June 14,
1996, filed pursuant to Section 14 of the Exchange Act.

     6.The description of the Company's Class A Common  Stock  contained in
the Company's Registration Statement on Form 8-A filed pursuant  to Section
12 of the Exchange Act, including any amendments or reports filed  for  the
purpose of updating such description.

     All  documents  subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d)  of  the  Exchange  Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities  then  remaining  unsold
shall be deemed to be incorporated by reference in and to be a part of this
Registration  Statement  from  the  respective  dates of the filing of such
documents.  Any statement contained in a document incorporated or deemed to
be  incorporated  by reference herein shall be deemed  to  be  modified  or
superseded for purposes of this Registration Statement to the extent that a
statement contained  herein  or  in  any  other subsequently filed document
which also is or is deemed to be incorporated  by reference herein modifies
or supersedes such statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded,  to  constitute a
part of this Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not required.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section  145 of the Delaware General Corporation Law ("DGCL")  permits
the Company to  indemnify  any  Director  or officer of the Company against
expenses (including attorneys' fees), judgments,  fines and amounts paid in
settlement, incurred in defense of any action (other  than  an action by or
in the right of the Company) arising by reason of the fact that  he/she  is
or  was  an  officer  or Director of the Company, if in any civil action or
proceeding it is determined that he/she acted in good faith and in a manner
he/she reasonably believed to be in or not opposed to the best interests of
the Company and, with respect  to  any criminal action or proceeding, it is
determined that he/she had no reasonable  cause  to believe his/her conduct
was unlawful.  Section 145 also permits the Company  to  indemnify any such
officer or Director against expenses incurred in an action  by  or  in  the
right  of  the Company if he/she acted in good faith and in a manner he/she
reasonably believed  to  be  in or not opposed to the best interests of the
Company, except in respect of  any  matter  as  to  which  such  person  is
adjudged  to be liable to the Company, unless allowed by the court in which
such action  is  brought.   This  statute  requires indemnification of such
officers  and  Directors  against  expenses  to  the  extent  they  may  be
successful in defending any such action.  The statute also permits purchase
of  liability  insurance  by  the  Company on behalf of  its  officers  and
Directors.

     Article Seven, Section 2 of the Company's Certificate of Incorporation
and  Article  V  of  its  Bylaws  (collectively  its  "charter  documents")
generally provide for the mandatory  indemnification  of and advancement of
litigation expenses to the Company's Directors, officers  and  employees to
the  fullest  extent permitted by the DGCL against all liabilities,  losses
and expenses incurred  in connection with any action, suit or proceeding in
which any of them become  involved  by  reason of their service rendered to
the Company or, at its request, to another  entity;  PROVIDED  that  it  is
determined,  in connection with any civil action, that the indemnitee acted
in good faith  and  in a manner that he/she reasonably believed to be in or
not opposed to the Company's  best  interests,  and  in connection with any
criminal proceeding, that the indemnitee had no reasonable cause to believe
his/her  conduct was unlawful.  These provisions of the  Company's  charter
documents are not exclusive of any other indemnification rights to which an
indemnitee  may be entitled, whether by contract or otherwise.  The Company
may also purchase  liability  insurance  on  behalf  of  its  Directors and
officers, whether or not it would have the obligation or power to indemnify
any of them under the terms of its charter documents or the DGCL.

     The  Company  has acquired and maintains liability insurance  for  the
benefit of its Directors  and  officers for serving in such capacities.  It
has also entered into indemnification agreements with each of its Directors
and  executive  officers pursuant  to  which  the  Company  has  agreed  to
indemnify, subject to the terms thereof, each of them to the fullest extent
authorized or permitted by the DGCL as well as any other law authorizing or
permitting such indemnification  adopted after the respective dates of such
agreements, and to the fullest extent  permitted by law, against litigation
costs and liabilities incurred in connection  with  any threatened, pending
or completed action, suit, proceeding or investigation  by  reason  of  the
fact  that such Director or executive officer is or was serving in any such
capacity  or  is or was serving or at any time serves at the request of the
Company as a director,  officer,  employee or agent of another corporation,
partnership, joint venture, trust or other enterprise.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

          See Exhibit Index.

ITEM 9.   UNDERTAKINGS.

     The undersigned Registrant hereby undertakes:

          (1)  To file, during any  period  in  which  offers  or sales are
being made, a post-effective amendment to this Registration Statement:

               (i)  To include any Prospectus required by Section  10(a)(3)
of the Securities Act of 1933 ("Securities Act");

               (ii)   To  reflect  in  the  Prospectus  any facts or events
arising after the effective date of the Registration Statement (or the most
recent  post-effective  amendment thereof) which, individually  or  in  the
aggregate, represent a fundamental  change  in the information set forth in
the Registration Statement. Notwithstanding the  foregoing, any increase or
decrease in the volume of securities offered (if the  total dollar value of
securities  offered  would  not exceed that which was registered)  and  any
deviation from the low or high  end of the estimated maximum offering range
may be reflected in the form of Prospectus  filed  with the SEC pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth
in   the   "Calculation  of  Registration  Fee"  table  in  the   effective
Registration Statement;

               (iii)   To  include any material information with respect to
the  plan of distribution not  previously  disclosed  in  the  Registration
Statement  or  any  material change to such information in the Registration
Statement;

PROVIDED, HOWEVER, that  paragraphs  (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3,  Form  S-8,  or  Form  F-3  and  the
information  required to be included in a post-effective amendment by those
paragraphs is  contained in periodic reports filed with or furnished to the
SEC by the Registrant  pursuant  to  Section  13  or  Section  15(d) of the
Exchange  Act  that  are  incorporated  by  reference  in  the Registration
Statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be  deemed to be a
new Registration Statement relating to the securities offered  therein, and
the  offering  of  such securities at that time shall be deemed to  be  the
initial BONA FIDE offering thereof.

          (3)  To remove  from  registration  by  means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     The  undersigned Registrant hereby undertakes that,  for  purposes  of
determining  any  liability  under  the  Securities Act, each filing of the
Registrant's annual report pursuant to Section  13(a)  or  Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's Annual Report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall  be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed  to be the
initial BONA FIDE offering thereof.

     Insofar   as   indemnification   for  liabilities  arising  under  the
Securities  Act  may be permitted to Directors,  officers  and  controlling
persons  of  the  Registrant  pursuant  to  the  foregoing  provisions,  or
otherwise, the Registrant  has  been advised that in the opinion of the SEC
such indemnification is against public  policy as expressed in that Act and
is,   therefore,   unenforceable.   In  the  event   that   a   claim   for
indemnification against  such  liabilities  (other  than the payment by the
Registrant  of  expenses  incurred  or  paid  by  a  Director,  officer  or
controlling  person  of  the Registrant in the successful  defense  of  any
action, suit or proceeding)  is  asserted  by  such  Director,  officer  or
controlling  person in connection with the securities being registered, the
Registrant will,  unless  in the opinion of its counsel the matter has been
settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
jurisdiction the question whether  such  indemnification  by  it is against
public  policy  as expressed in the Securities Act and will be governed  by
the final adjudication of such issue.

                         POWER OF ATTORNEY

     Registrant and  each  person  whose  signature  appears  below  hereby
appoints   David  K.  Laniak,  Arunas A. Chesonis and Michael R. Daley, and
each of them, as attorneys-in-fact,  each  with full power of substitution,
to execute in their names and on behalf of the  Registrant  and  each  such
person,  individually  and  in  each  capacity  stated  below,  one or more
amendments  (including  post-effective  amendments)  to  this  Registration
Statement as the attorney-in-fact acting on the premise shall from  time to
time  deem  appropriate and to file any such amendment to this Registration
Statement with the Securities and Exchange Commission.

                            SIGNATURES

     THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
1933, the Registrant  certifies  that  it has reasonable grounds to believe
that it meets all of the requirements for  filing on Form S-8, and has duly
caused  this  Registration Statement to be signed  on  its  behalf  by  the
undersigned thereunto duly authorized, in Rochester, New York, on this 21st
day of June, 1996.

                                   ACC CORP.


                              By: /S/ DAVID K. LANIAK
                                   David K. Laniak,
                                   Chief Executive Officer

     Pursuant to  the  requirements  of  the  Securities  Act of 1933, this
Registration  Statement has been signed below by the following  persons  in
the capacities and on the dates indicated:



Date: June __, 1996                By:

                                        Richard T. Aab, Director and
                                        Chairman of the Board



Date: June 21, 1996                By: /S/ DAVID K. LANIAK
                                        David K. Laniak,
                                        Chief   Executive   Officer  and  a
                                        Director





Date: June 21, 1996                By: /S/ ARUNAS A. CHESONIS
                                        Arunas A. Chesonis,
                                        President and Chief Operating Officer
                                        and a Director



Date: June 21, 1996                By: /S/ MICHAEL R. DALEY
                                        Michael R. Daley,
                                        Executive Vice President and
                                        Chief Financial Officer
                                        (Principal Financial and
                                        Accounting Officer)



Date: June 21, 1996                By: /S/ HUGH F. BENNETT
                                        Hugh F. Bennett, Director


Date: June __, 1996                By:
                                        Willard Z. Estey, Director


Date: June 21, 1996                By: /S/ DANIEL D. TESSONI
                                        Daniel D. Tessoni, Director


Date: June 21, 1996                By: /S/ ROBERT M. VAN DEGNA
                                        Robert M. Van Degna, Director



<PAGE>
                           EXHIBIT INDEX


EXHIBIT NO.         DESCRIPTION                   LOCATION

4-1            ACC Corp. Employee Long Term       Filed herewith
               Incentive Plan, as amended

5-1            Opinion of Underberg & Kessler,    Filed herewith
               Counsel to the Company

23-1           Consent of Underberg & Kessler,    Included in its
               Counsel to the Company             Opinion filed
                                                  as Exhibit 5-1

23-2           Consent of Arthur Andersen LLP,    Filed herewith
               Independent Public Accountants

24-1           Power of Attorney                  See Part II of
                                                  Registration
                                                  Statement
[{"type": "S-8", "sequence": "1", "description": "S-8 EMPLOYEE LONG TERM INCENTIVE PLAN", "secsgml_size_bytes": 18214}]
{"company-data": {"conformed-name": "ACC CORP", "cik": "0000783233", "assigned-sic": "4813", "irs-number": "161175232", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06831", "film-number": "96585705"}, "business-address": {"street1": "400 WEST AVENUE", "city": "ROCHESTER", "state": "NY", "zip": "14611", "phone": "7169873000"}, "mail-address": {"street1": "400 WEST AVENUE", "city": "ROCHESTER", "state": "NY", "zip": "14611"}, "former-company": {"former-conformed-name": "AC TELECONNECT CORP", "date-changed": "19870129"}}
Registration No.

                SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549
                       ____________________

                             FORM S-8
                      REGISTRATION STATEMENT
                               UNDER
                    THE SECURITIES ACT OF 1933
                       ____________________

                             ACC CORP.
        (Exact name of issuer as specified in its charter)

                DELAWARE                16-1175232
          (State or other jurisdiction of (I.R.S. Employer
          incorporation or organization) Identification No.)

               400 WEST AVENUE, ROCHESTER, NY 14611
             (Address of Principal Executive Offices)

                             ACC CORP.
                 EMPLOYEE LONG TERM INCENTIVE PLAN
  (formerly known as the "ACC Corp. Employee Stock Option Plan")
                     (Full title of the Plan)
                       ____________________

                        UNDERBERG & KESSLER
                         1800 CHASE SQUARE
                     ROCHESTER, NEW YORK 14604
              (Name and address of agent for service)

Telephone  number,  including  area code, of agent for service:  (716) 258-
2800
                   ____________________________

  Approximate date of commencement  of  proposed sales to the public:  From
time to time after the effective date of  this  Registration  Statement  as
determined by market conditions.
                   ____________________________

                     (continued on next page)

                 CALCULATION OF REGISTRATION FEE

                              PROPOSED  PROPOSED
                              MAXIMUM   MAXIMUM
SECURITIES     AMOUNT         OFFERING  AGGREGATE      AMOUNT OF
  TO BE        TO BE          PRICE     OFFERING       REGISTRATION
REGISTERED     REGISTERED     PER SHARE* PRICE*        FEE

Class A        500,000        $43.38    $21,690,000    $7,479.31
Common Stock   shares
par value $.015
per share

*   Estimated  solely  for  purposes of calculating registration fee.  Per-
share price and aggregate offering  price  are  calculated pursuant to Rule
457(h) based upon the average of the High and Low  Prices  quoted  for  the
Registrant's  Class  A Common Stock in over-the-counter trading on June 20,
1996 ($43.38) multiplied by the number of  shares being registered hereby.

The Index of Exhibits  filed  with  this Registration Statement is found at
page 9.
INCORPORATION BY REFERENCE

     Pursuant to General Instruction  E  to  Form  S-8, the contents of the
Company's  prior Form S-8 Registration Statements relating  to  this  Plan,
Registration  Numbers  33-36546,  effective  August 27, 1990 (the Company's
"1990 Form S-8"), 33-52174, effective September  18,  1992  (the  Company's
"1992 Form S-8"), 33-87056, effective December 5, 1994 (the Company's "1994
Form S-8"), and 333-01219, effective February 26, 1996 (the Company's "1996
Form S-8") are incorporated by reference herein.

                             PART II

                      INFORMATION REQUIRED IN
                    THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents which have been or will in the future be filed
by  ACC  Corp.  (the "Company") with the Securities and Exchange Commission
("SEC") are incorporated in this Registration Statement by reference:

     1.The Company's Annual Report on Form 10-K for its year ended December
31, 1995 filed pursuant  to  Section 13 or 15(d) of the Securities Exchange
Act  of  1934  (the "Exchange Act"),  which  contains  certified  financial
statements for the Company's fiscal year ended December 31, 1995.

     2.The Company's  Quarterly  Report  on Form 10-Q for its quarter ended
March 31, 1996, filed pursuant to Section  13(a)  or  15(d) of the Exchange
Act.

     3.   The Company's Current Reports on Form 8-K filed  with  the SEC on
February 22, 1996 and April 15, 1996.

4.All  other  reports  filed  pursuant  to  Section  13(a) or 15 (d) of the
Exchange Act since December 31, 1995.

     5.The  Company's  Notice of Annual Meeting of Shareholders  and  Proxy
Statement for its Annual  Meeting  of  Shareholders  to be held on June 14,
1996, filed pursuant to Section 14 of the Exchange Act.

     6.The description of the Company's Class A Common  Stock  contained in
the Company's Registration Statement on Form 8-A filed pursuant  to Section
12 of the Exchange Act, including any amendments or reports filed  for  the
purpose of updating such description.

     All  documents  subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d)  of  the  Exchange  Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities  then  remaining  unsold
shall be deemed to be incorporated by reference in and to be a part of this
Registration  Statement  from  the  respective  dates of the filing of such
documents.  Any statement contained in a document incorporated or deemed to
be  incorporated  by reference herein shall be deemed  to  be  modified  or
superseded for purposes of this Registration Statement to the extent that a
statement contained  herein  or  in  any  other subsequently filed document
which also is or is deemed to be incorporated  by reference herein modifies
or supersedes such statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded,  to  constitute a
part of this Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not required.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section  145 of the Delaware General Corporation Law ("DGCL")  permits
the Company to  indemnify  any  Director  or officer of the Company against
expenses (including attorneys' fees), judgments,  fines and amounts paid in
settlement, incurred in defense of any action (other  than  an action by or
in the right of the Company) arising by reason of the fact that  he/she  is
or  was  an  officer  or Director of the Company, if in any civil action or
proceeding it is determined that he/she acted in good faith and in a manner
he/she reasonably believed to be in or not opposed to the best interests of
the Company and, with respect  to  any criminal action or proceeding, it is
determined that he/she had no reasonable  cause  to believe his/her conduct
was unlawful.  Section 145 also permits the Company  to  indemnify any such
officer or Director against expenses incurred in an action  by  or  in  the
right  of  the Company if he/she acted in good faith and in a manner he/she
reasonably believed  to  be  in or not opposed to the best interests of the
Company, except in respect of  any  matter  as  to  which  such  person  is
adjudged  to be liable to the Company, unless allowed by the court in which
such action  is  brought.   This  statute  requires indemnification of such
officers  and  Directors  against  expenses  to  the  extent  they  may  be
successful in defending any such action.  The statute also permits purchase
of  liability  insurance  by  the  Company on behalf of  its  officers  and
Directors.

     Article Seven, Section 2 of the Company's Certificate of Incorporation
and  Article  V  of  its  Bylaws  (collectively  its  "charter  documents")
generally provide for the mandatory  indemnification  of and advancement of
litigation expenses to the Company's Directors, officers  and  employees to
the  fullest  extent permitted by the DGCL against all liabilities,  losses
and expenses incurred  in connection with any action, suit or proceeding in
which any of them become  involved  by  reason of their service rendered to
the Company or, at its request, to another  entity;  PROVIDED  that  it  is
determined,  in connection with any civil action, that the indemnitee acted
in good faith  and  in a manner that he/she reasonably believed to be in or
not opposed to the Company's  best  interests,  and  in connection with any
criminal proceeding, that the indemnitee had no reasonable cause to believe
his/her  conduct was unlawful.  These provisions of the  Company's  charter
documents are not exclusive of any other indemnification rights to which an
indemnitee  may be entitled, whether by contract or otherwise.  The Company
may also purchase  liability  insurance  on  behalf  of  its  Directors and
officers, whether or not it would have the obligation or power to indemnify
any of them under the terms of its charter documents or the DGCL.

     The  Company  has acquired and maintains liability insurance  for  the
benefit of its Directors  and  officers for serving in such capacities.  It
has also entered into indemnification agreements with each of its Directors
and  executive  officers pursuant  to  which  the  Company  has  agreed  to
indemnify, subject to the terms thereof, each of them to the fullest extent
authorized or permitted by the DGCL as well as any other law authorizing or
permitting such indemnification  adopted after the respective dates of such
agreements, and to the fullest extent  permitted by law, against litigation
costs and liabilities incurred in connection  with  any threatened, pending
or completed action, suit, proceeding or investigation  by  reason  of  the
fact  that such Director or executive officer is or was serving in any such
capacity  or  is or was serving or at any time serves at the request of the
Company as a director,  officer,  employee or agent of another corporation,
partnership, joint venture, trust or other enterprise.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

          See Exhibit Index.

ITEM 9.   UNDERTAKINGS.

     The undersigned Registrant hereby undertakes:

          (1)  To file, during any  period  in  which  offers  or sales are
being made, a post-effective amendment to this Registration Statement:

               (i)  To include any Prospectus required by Section  10(a)(3)
of the Securities Act of 1933 ("Securities Act");

               (ii)   To  reflect  in  the  Prospectus  any facts or events
arising after the effective date of the Registration Statement (or the most
recent  post-effective  amendment thereof) which, individually  or  in  the
aggregate, represent a fundamental  change  in the information set forth in
the Registration Statement. Notwithstanding the  foregoing, any increase or
decrease in the volume of securities offered (if the  total dollar value of
securities  offered  would  not exceed that which was registered)  and  any
deviation from the low or high  end of the estimated maximum offering range
may be reflected in the form of Prospectus  filed  with the SEC pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth
in   the   "Calculation  of  Registration  Fee"  table  in  the   effective
Registration Statement;

               (iii)   To  include any material information with respect to
the  plan of distribution not  previously  disclosed  in  the  Registration
Statement  or  any  material change to such information in the Registration
Statement;

PROVIDED, HOWEVER, that  paragraphs  (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3,  Form  S-8,  or  Form  F-3  and  the
information  required to be included in a post-effective amendment by those
paragraphs is  contained in periodic reports filed with or furnished to the
SEC by the Registrant  pursuant  to  Section  13  or  Section  15(d) of the
Exchange  Act  that  are  incorporated  by  reference  in  the Registration
Statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be  deemed to be a
new Registration Statement relating to the securities offered  therein, and
the  offering  of  such securities at that time shall be deemed to  be  the
initial BONA FIDE offering thereof.

          (3)  To remove  from  registration  by  means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     The  undersigned Registrant hereby undertakes that,  for  purposes  of
determining  any  liability  under  the  Securities Act, each filing of the
Registrant's annual report pursuant to Section  13(a)  or  Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's Annual Report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall  be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed  to be the
initial BONA FIDE offering thereof.

     Insofar   as   indemnification   for  liabilities  arising  under  the
Securities  Act  may be permitted to Directors,  officers  and  controlling
persons  of  the  Registrant  pursuant  to  the  foregoing  provisions,  or
otherwise, the Registrant  has  been advised that in the opinion of the SEC
such indemnification is against public  policy as expressed in that Act and
is,   therefore,   unenforceable.   In  the  event   that   a   claim   for
indemnification against  such  liabilities  (other  than the payment by the
Registrant  of  expenses  incurred  or  paid  by  a  Director,  officer  or
controlling  person  of  the Registrant in the successful  defense  of  any
action, suit or proceeding)  is  asserted  by  such  Director,  officer  or
controlling  person in connection with the securities being registered, the
Registrant will,  unless  in the opinion of its counsel the matter has been
settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
jurisdiction the question whether  such  indemnification  by  it is against
public  policy  as expressed in the Securities Act and will be governed  by
the final adjudication of such issue.

                         POWER OF ATTORNEY

     Registrant and  each  person  whose  signature  appears  below  hereby
appoints   David  K.  Laniak,  Arunas A. Chesonis and Michael R. Daley, and
each of them, as attorneys-in-fact,  each  with full power of substitution,
to execute in their names and on behalf of the  Registrant  and  each  such
person,  individually  and  in  each  capacity  stated  below,  one or more
amendments  (including  post-effective  amendments)  to  this  Registration
Statement as the attorney-in-fact acting on the premise shall from  time to
time  deem  appropriate and to file any such amendment to this Registration
Statement with the Securities and Exchange Commission.

                            SIGNATURES

     THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
1933, the Registrant  certifies  that  it has reasonable grounds to believe
that it meets all of the requirements for  filing on Form S-8, and has duly
caused  this  Registration Statement to be signed  on  its  behalf  by  the
undersigned thereunto duly authorized, in Rochester, New York, on this 21st
day of June, 1996.

                                   ACC CORP.

                              By: /S/ DAVID K. LANIAK
                                   David K. Laniak,
                                   Chief Executive Officer

     Pursuant to  the  requirements  of  the  Securities  Act of 1933, this
Registration  Statement has been signed below by the following  persons  in
the capacities and on the dates indicated:

Date: June __, 1996                By:

                                        Richard T. Aab, Director and
                                        Chairman of the Board

Date: June 21, 1996                By: /S/ DAVID K. LANIAK
                                        David K. Laniak,
                                        Chief   Executive   Officer  and  a
                                        Director

Date: June 21, 1996                By: /S/ ARUNAS A. CHESONIS
                                        Arunas A. Chesonis,
                                        President and Chief Operating Officer
                                        and a Director

Date: June 21, 1996                By: /S/ MICHAEL R. DALEY
                                        Michael R. Daley,
                                        Executive Vice President and
                                        Chief Financial Officer
                                        (Principal Financial and
                                        Accounting Officer)

Date: June 21, 1996                By: /S/ HUGH F. BENNETT
                                        Hugh F. Bennett, Director

Date: June __, 1996                By:
                                        Willard Z. Estey, Director

Date: June 21, 1996                By: /S/ DANIEL D. TESSONI
                                        Daniel D. Tessoni, Director

Date: June 21, 1996                By: /S/ ROBERT M. VAN DEGNA
                                        Robert M. Van Degna, Director
EXHIBIT INDEX

EXHIBIT NO.         DESCRIPTION                   LOCATION

4-1            ACC Corp. Employee Long Term       Filed herewith
               Incentive Plan, as amended

5-1            Opinion of Underberg & Kessler,    Filed herewith
               Counsel to the Company

23-1           Consent of Underberg & Kessler,    Included in its
               Counsel to the Company             Opinion filed
                                                  as Exhibit 5-1

23-2           Consent of Arthur Andersen LLP,    Filed herewith
               Independent Public Accountants

24-1           Power of Attorney                  See Part II of
                                                  Registration
                                                  Statement