Registration No. 333-


                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.
                 UNITED KINGDOM SHARE SAVE SCHEME
                     (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         150,000         $52.63          $7,893,750.00   $2,721.98
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 September
17, 1996 ($52.63)  multiplied  by  the  number  of  shares being registered
hereby.

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



G:\UKA\ACC\GENSEC\S-8\SHARESAV.S-8

<PAGE>
                             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 Reports on Form 10-Q for  its  quarters
          ended March 31, 1996 and June 30, 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, April 15, 1996 and September 17, 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 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.


G:\UKA\ACC\GENSEC\S-8\SHARESAV.S-8

<PAGE>
                         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 17th
day of September,  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:  September 17, 1996     By: /S/ RICHARD T. AAB
                                        Richard T. Aab, Director and
                                        Chairman of the Board




Date:  September 17, 1996     By:  /S/ DAVID K. LANIAK
                                        David K. Laniak,
                                        Chief   Executive   Officer  and  a
                                        Director



Date: September 17, 1996      By: /S/ ARUNAS A. CHESONIS
                                        Arunas A. Chesonis,
                                        President and Chief Operating Officer 
                                        and a Director




Date: September 17, 1996      By:  /S/ MICHAEL R. DALEY
                                        Michael R. Daley,
                                        Executive Vice President and
                                        Chief Financial Officer
                                        (Principal Financial and
                                        Accounting Officer)



Date:  September 17, 1996     By:  /S/ HUGH F. BENNETT
                                        Hugh F. Bennett, Director



Date: September 17, 1996      By:  /S/ WILLARD Z. ESTEY
                                        Willard Z. Estey, Director



Date:  September 17, 1996     By:  /S/ DANIEL D. TESSONI
                                        Daniel D. Tessoni, Director



Date: September 17, 1996      By: /S/ ROBERT M. VAN DEGNA
                                        Robert M. Van Degna, Director



<PAGE>
                           EXHIBIT INDEX


EXHIBIT NO.         DESCRIPTION                   LOCATION

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", "secsgml_size_bytes": 18169}]
{"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": "333-12295", "film-number": "96632135"}, "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. 333-

                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.
                 UNITED KINGDOM SHARE SAVE SCHEME
                     (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         150,000         $52.63          $7,893,750.00   $2,721.98
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 September
17, 1996 ($52.63)  multiplied  by  the  number  of  shares being registered
hereby.

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

G:\UKA\ACC\GENSEC\S-8\SHARESAV.S-8
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 Reports on Form 10-Q for  its  quarters
          ended March 31, 1996 and June 30, 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, April 15, 1996 and September 17, 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 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.

G:\UKA\ACC\GENSEC\S-8\SHARESAV.S-8
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 17th
day of September,  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:  September 17, 1996     By: /S/ RICHARD T. AAB
                                        Richard T. Aab, Director and
                                        Chairman of the Board

Date:  September 17, 1996     By:  /S/ DAVID K. LANIAK
                                        David K. Laniak,
                                        Chief   Executive   Officer  and  a
                                        Director

Date: September 17, 1996      By: /S/ ARUNAS A. CHESONIS
                                        Arunas A. Chesonis,
                                        President and Chief Operating Officer 
                                        and a Director

Date: September 17, 1996      By:  /S/ MICHAEL R. DALEY
                                        Michael R. Daley,
                                        Executive Vice President and
                                        Chief Financial Officer
                                        (Principal Financial and
                                        Accounting Officer)

Date:  September 17, 1996     By:  /S/ HUGH F. BENNETT
                                        Hugh F. Bennett, Director

Date: September 17, 1996      By:  /S/ WILLARD Z. ESTEY
                                        Willard Z. Estey, Director

Date:  September 17, 1996     By:  /S/ DANIEL D. TESSONI
                                        Daniel D. Tessoni, Director

Date: September 17, 1996      By: /S/ ROBERT M. VAN DEGNA
                                        Robert M. Van Degna, Director
EXHIBIT INDEX

EXHIBIT NO.         DESCRIPTION                   LOCATION

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