<PAGE>


                                       Registration No.

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            FORM S-8

    REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                ROCHESTER TELEPHONE CORPORATION
     (Exact name of registrant as specified in its charter)

               NEW YORK                     16-0613330
     (State or other jurisdiction           (I.R.S. Employer
     of incorporation or organization)      Identification No.)
     --------------------------------       -------------------

    180 South Clinton Avenue Rochester, New York 14646-0700
    (Address of Principal Executive Offices)     (Zip Code)

                        BARGAINING UNIT
               EMPLOYEES' RETIREMENT SAVINGS PLAN
                    (Full title of the Plan)

                   Josephine S. Trubek, Esq.
                      Corporate Secretary
                Rochester Telephone Corporation
                    180 South Clinton Avenue
                 Rochester, New York 14646-0700
                         (716) 777-6713
    --------------------------------------------------------
       (Name, address, including zip code, and telephone
       number, including area code, of agent for service)
    --------------------------------------------------------

                            Copy to:
                     John T. Pattison, Esq.
                       Managing Attorney
                Rochester Telephone Corporation
                    180 South Clinton Avenue
                 Rochester, New York 14646-0995

<PAGE>
<PAGE>


                        CALCULATION OF REGISTRATION FEE

  Title of                       Proposed         Proposed          Amount of
Securities to  Amount to be  Maximum Offering  Maximum Aggregate  Registration
be Registered   Registered   price per share*    Offering Price**     Fee
- ------------- ------------- ------------------ ------------------ ------------
Common Stock     200,000          $42.06         $ 8,412,000        $2,901.00
$1.00 par value

* Inserted solely for purposes of calculating the registration 
fee pursuant to Rule 457(h) and based upon the average of the 
high and low prices for the registrant's Common Stock on the 
New York Stock Exchange reported as of January 24, 1994.

** In addition, pursuant to Rule 416(c) under the Securities 
Act of 1933, this registration statement also covers an 
indeterminate amount of interests to be offered or sold 
pursuant to the employee benefit plan described herein.
<PAGE>
<PAGE>



                            Part II

                  INFORMATION REQUIRED IN THE
                     REGISTRATION STATEMENT



Item 3. Incorporation of Certain Documents by Reference.


     The following documents which have been filed by Rochester 
Telephone Corporation (the "Company") with the Securities and 
Exchange Commission are incorporated herein by reference:

     (a) The Company's Annual Report on Form 10-K for the 
fiscal year ended December 31, 1992 and Amendment No. 1 thereto 
on Form 10-K/A, filed pursuant to Section 13 of the Securities 
Exchange Act of 1934.

     (b) All other reports filed by the Company pursuant to 
Sections 13(a) and 15(d) of the Securities Exchange Act of 1934 
since December 31, 1992.

     (c) The description of the Company's Common Stock 
contained in the Company's Registration Statement on Amendment 
No. 1 to Form S-4 dated December 6, 1990 (Registration 
Statement No. 33-36457), including any amendments or reports 
filed for the purpose of updating such description.

     All documents subsequently filed by the Company or the 
Bargaining Unit Employees' Retirement Savings Plan (the "Plan") 
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 
Securities Exchange Act of 1934 prior to the filing of a 
post-effective amendment which indicates that all securities of 
the Company offered hereby have been sold or which deregisters 
all securities of the Company remaining unsold shall be deemed 
to be incorporated by reference herein and to be a part hereof 
from the date of the filing of such documents.


Item 4. Description of Securities.

     Not Applicable.

<PAGE>
<PAGE>



Item 5. Interests of Named Experts and Counsel.

    The legality of the Plan has been passed upon by John T. 
Pattison, Esq., Managing Attorney in the Legal Department of 
the Company.

Item 6. Indemnification of Directors and Officers

    The Business Corporation Law of the State of New York 
("BCL") provides that if a derivative action is brought against 
a director or officer, the Company may indemnify him or her 
against amounts paid in settlement and reasonable expenses, 
including attorneys' fees incurred by him or her in connection 
with the defense or settlement of such action, if such director 
or officer acted in good faith for a purpose which he or she 
reasonably believed to be in the best interests of the Company, 
except that no indemnification shall be made without court 
approval in respect of a threatened action, or a pending action 
settled or otherwise disposed of, or in respect of any matter 
as to which such director or officer has been found liable to 
the Company.  In a nonderivative action or threatened action, 
the BCL provides that the Company may indemnify a director or 
officer against judgments, fines, amounts paid in settlement 
and reasonable expenses, including attorneys' fees incurred by 
him or her in defending such action if such director or officer 
acted in good faith for a purpose which he or she reasonably 
believed to be in the best interests of the Company.

    Under the BCL, a director or officer who is successful, 
either in a derivative or nonderivative action, is entitled to 
indemnification as outlined above.  Under any other 
circumstances, such director or officer may be indemnified only 
if certain conditions specified in the BCL are met.  The 
indemnification provisions of the BCL are not exclusive of any 
other rights to which a director or officer seeking 
indemnification may be entitled pursuant to the provisions of 
the certificate of incorporation or the bylaws of a corporation 
or, when authorized by such certificate of incorporation or 
bylaws, pursuant to a shareholders' resolution, a directors' 
resolution or an agreement providing for such indemnification.

    The above is a general summary of certain provisions of the 
BCL and is subject, in all cases, to the specific and detailed 
provisions of Sections 721-725 of the BCL.

    The Amended and Restated Certificate of Incorporation of 
the Company limits the personal liability of directors to the 
Company or its shareholders to the fullest extent permitted by 
the BCL.

<PAGE>
<PAGE>



    Article II, Section 12, of the Company's By-Laws contains 
provisions authorizing indemnification by the Company of 
directors and officers against certain liabilities and expenses 
which they may incur as directors and officers of the Company 
or of certain other entities in accordance with, and to the 
fullest extent permitted by, Sections 721-725 of the BCL.

    Section 726 of the BCL also contains provisions authorizing 
a corporation to obtain insurance on behalf of any director and 
officer against liabilities, whether or not the corporation 
would have the power to indemnify against such liabilities.  
The Company maintains Executive Liability and Defense coverage 
under which the directors and officers of the Company are 
insured, subject to the limits of the policy, against certain 
losses, as defined in the policy, arising from claims made 
against such directors and officers by reason of any wrongful 
acts as defined in the policy, in their respective capacities 
as directors or officers.

Item 7. Exemption from Registration Claimed.

    Not applicable.

Item 8. Exhibits.

    See Exhibit Index.

    The Company undertakes that it will submit the Plan, and 
any amendments thereto, to the Internal Revenue Service ("IRS") 
in a timely manner and will make all changes thereto required 
by the IRS in order to qualify the Plan under Section 401 of 
the Internal Revenue Code of 1986, as amended.

Item 9. Undertakings.

A.  Post-Effective Amendments

    (a)  The Company 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;

<PAGE>
<PAGE>



             (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;

           (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 (a)(1)(i) and (a)(1)(ii) do 
not apply if the registration statement is on Form S-3 or Form 
S-8, and the information required to be included in a 
post-effective amendment by those paragraphs is contained in 
periodic reports filed by the Company pursuant to Section 13 or 
Section 15(d) of the Securities Exchange Act of 1934 that are 
incorporated by reference in the Registration Statement.

         (2)  That, for the purpose of determining any 
liability under the Securities Act of 1933, 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.

    (b)  The Company hereby undertakes that, for the purposes 
of determining liability under the Securities Act of 1933, each 
filing of the Company's annual report pursuant to Section 13(a) 
or Section 15(d) of the Securities Exchange Act of 1934 (and, 
where applicable, each filing of an employee benefit plan's 
annual report pursuant to Section 15(d) of the Securities 
Exchange Act of 1934) that is incorporated by reference in the 
registration statement shall be deemed to be a new registration 
statement relating to the securities offered herein, and the 
offering of such securities at that time shall be deemed to be 
the initial bona fide offering thereof.

<PAGE>
<PAGE>



    (h)  Insofar as indemnification for liabilities arising 
under the Securities Act of 1933 may be permitted to directors, 
officers or persons controlling the Company pursuant to the 
foregoing provisions, the Company has been informed that in the 
opinion of the Securities and Exchange Commission such 
indemnification is against public policy as expressed in the 
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 Act and will be governed by the final adjudication of such 
issue.


<PAGE>
<PAGE>



                          SIGNATURES

    The Registrant.  Pursuant to the requirements of the 
Securities Act of 1933, the Company 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 the City of 
Rochester, State of New York, on January 26, 1994.

                             ROCHESTER TELEPHONE CORPORATION

                                  /s/ Louis L. Massaro
                             By: ----------------------------
                                  Louis L. Massaro
                                  Corporate Vice President -
                                  Finance and Treasurer

    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 date indicated.

                                  /s/ Ronald L. Bittner
Date: November 16, 1993      By: ----------------------------
                                  Ronald L. Bittner
                                  Chairman, President, Chief
                                  Executive Officer and
                                  Director


                                  /s/ Louis L. Massaro
Date: January 26, 1994       By: ----------------------------
                                  Louis L. Massaro
                                  Corporate Vice President -
                                  Finance and Treasurer
                                  (Principal Financial and
                                   Accounting Officer)


                             
Date:                        By: ----------------------------
                                  Patricia C. Barron
                                  Director


                                  /s/ John R. Block
Date: November 16, 1993      By: ----------------------------
                                  John R. Block
                                  Director


<PAGE>
<PAGE>



                                  /s/ Harlan D. Calkins
Date: November 16, 1993      By: ----------------------------
                                 Harlan D. Calkins
                                 Director


                                  /s/ Brenda E. Edgerton
Date: November 16, 1993      By: ----------------------------
                                  Brenda E. Edgerton
                                  Director

                                  /s/ Jairo A. Estrada
Date: November 16, 1993      By: ----------------------------
                                  Jairo A. Estrada
                                  Director


                                  /s/ Daniel E. Gill
Date: November 16, 1993      By: ----------------------------
                                  Daniel E. Gill
                                  Director


                                  /s/ Alan C. Hasselwander
Date: November 16, 1993      By: ----------------------------
                                  Alan C. Hasselwander
                                  Director


                                  /s/ Wolcott J. Humphrey, Jr.
Date: November 16, 1993      By: ----------------------------
                                  Wolcott J. Humphrey, Jr.
                                  Director


                             
Date:                        By: ----------------------------
                                  Douglas H. McCorkindale
                                  Director


                                  /s/ Richard P. Miller, Jr.
Date: November 16, 1993      By: ----------------------------
                                  Richard P. Miller, Jr.
                                  Director


                                  /s/ G. Dennis O'Brien
Date: November 16, 1993      By: ----------------------------
                                  G. Dennis O'Brien
                                  Director


<PAGE>
<PAGE>



                                  /s/ Leo J. Thomas
Date: November 16, 1993      By: ----------------------------
                                  Dr. Leo J. Thomas
                                  Director


                                  /s/ Michael T. Tomaino
Date: November 16, 1993      By: ----------------------------
                                  Michael T. Tomaino
                                  Director


                       /s/ Louis L. Massaro
                 By: --------------------------
                        Louis S. Massaro
                        Attorney-In-Fact
<PAGE>
<PAGE>



    The Plan.  Pursuant to the requirements of the Securities 
Act of 1933, the trustees (or other persons who administer the 
employee benefit plan) have duly caused this registration 
statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Rochester, State of 
New York, on January 26, 1994.

                             BARGAINING UNIT EMPLOYEES' 
                             RETIREMENT SAVINGS PLAN


                               /s/ Janet F. Sansone
                           By: ---------------------------
                                Janet F. Sansone, Chairperson
                                Management Benefits Committee
































(35ED)
<PAGE>
<PAGE>



                         EXHIBIT INDEX

Exhibit No.   Description                               Page
- -----------   -----------                               ----


   4-1   Bargaining Unit Employees' Retirement
         Savings Plan                                  Herewith

   4-2   Rochester Telephone Corporation
         Restated Certificate of Incorporation,
         as amended, is incorporated by reference
         to Exhibit 3 to Form 10-Q for the
         quarter ended September 30, 1980.
         (File No. 1-4166)

   4-3   Certificate of Amendment to Restated
         Certificate of Incorporation of Rochester
         Telephone Corporation is incorporated
         by reference to Exhibit 3-2 to Form 1O-K
         for the year ended December 31, 1984.
         (File No. 1-4166)

   4-4   Certificate of Change to Restated Certificate
         of Incorporation of Rochester Telephone
         Corporation is incorporated by reference
         to Exhibit 3-4 to Form 10-K for the year
         ended December 31, 1988. (File No. 1-4166)

   4-5   Certificates of Amendment to Restated
         Certificate of Incorporation of Rochester
         Telephone Corporation are incorporated
         by reference to Exhibit 3-5 to Form 10-K
         for the year ended December 31, 1990.
         (File No. 1-4166)

   4-6   By-laws of Rochester Telephone Corporation,
         as amended, are incorporated by reference to
         Exhibit 4-6 to Form S-8 filed August 13, 1993.
         (File No. 33-67432)

   5     Opinion of John T. Pattison, Esq.              Herewith
         as to legality of Plan

  23-1   Consent of John T. Pattison, Esq. is
         contained in his opinion filed as
         Exhibit 5 to this Registration Statement

  23-2   Consent of Price Waterhouse,                   Herewith
         independent accountants

  24     Powers of Attorney                             Herewith

(35ED)
[{"type": "S-8", "sequence": "1", "description": "S-8 ERSP BARG 1/94", "secsgml_size_bytes": 19555}]
{"company-data": {"conformed-name": "ROCHESTER TELEPHONE CORP", "cik": "0000084567", "assigned-sic": "4813", "irs-number": "160613330", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-52025", "film-number": "94502829"}, "business-address": {"street1": "ROCHESTER TEL CENTER", "street2": "180 S CLINTON AVE", "city": "ROCHESTER", "state": "NY", "zip": "14646-0995", "phone": "7167771000"}}
Registration No.

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            FORM S-8

    REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                ROCHESTER TELEPHONE CORPORATION
     (Exact name of registrant as specified in its charter)

               NEW YORK                     16-0613330
     (State or other jurisdiction           (I.R.S. Employer
     of incorporation or organization)      Identification No.)
     --------------------------------       -------------------

    180 South Clinton Avenue Rochester, New York 14646-0700
    (Address of Principal Executive Offices)     (Zip Code)

                        BARGAINING UNIT
               EMPLOYEES' RETIREMENT SAVINGS PLAN
                    (Full title of the Plan)

                   Josephine S. Trubek, Esq.
                      Corporate Secretary
                Rochester Telephone Corporation
                    180 South Clinton Avenue
                 Rochester, New York 14646-0700
                         (716) 777-6713
    --------------------------------------------------------
       (Name, address, including zip code, and telephone
       number, including area code, of agent for service)
    --------------------------------------------------------

                            Copy to:
                     John T. Pattison, Esq.
                       Managing Attorney
                Rochester Telephone Corporation
                    180 South Clinton Avenue
                 Rochester, New York 14646-0995
CALCULATION OF REGISTRATION FEE

  Title of                       Proposed         Proposed          Amount of
Securities to  Amount to be  Maximum Offering  Maximum Aggregate  Registration
be Registered   Registered   price per share*    Offering Price**     Fee
- ------------- ------------- ------------------ ------------------ ------------
Common Stock     200,000          $42.06         $ 8,412,000        $2,901.00
$1.00 par value

* Inserted solely for purposes of calculating the registration 
fee pursuant to Rule 457(h) and based upon the average of the 
high and low prices for the registrant's Common Stock on the 
New York Stock Exchange reported as of January 24, 1994.

** In addition, pursuant to Rule 416(c) under the Securities 
Act of 1933, this registration statement also covers an 
indeterminate amount of interests to be offered or sold 
pursuant to the employee benefit plan described herein.
Part II

                  INFORMATION REQUIRED IN THE
                     REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

     The following documents which have been filed by Rochester 
Telephone Corporation (the "Company") with the Securities and 
Exchange Commission are incorporated herein by reference:

     (a) The Company's Annual Report on Form 10-K for the 
fiscal year ended December 31, 1992 and Amendment No. 1 thereto 
on Form 10-K/A, filed pursuant to Section 13 of the Securities 
Exchange Act of 1934.

     (b) All other reports filed by the Company pursuant to 
Sections 13(a) and 15(d) of the Securities Exchange Act of 1934 
since December 31, 1992.

     (c) The description of the Company's Common Stock 
contained in the Company's Registration Statement on Amendment 
No. 1 to Form S-4 dated December 6, 1990 (Registration 
Statement No. 33-36457), including any amendments or reports 
filed for the purpose of updating such description.

     All documents subsequently filed by the Company or the 
Bargaining Unit Employees' Retirement Savings Plan (the "Plan") 
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 
Securities Exchange Act of 1934 prior to the filing of a 
post-effective amendment which indicates that all securities of 
the Company offered hereby have been sold or which deregisters 
all securities of the Company remaining unsold shall be deemed 
to be incorporated by reference herein and to be a part hereof 
from the date of the filing of such documents.

Item 4. Description of Securities.

     Not Applicable.
Item 5. Interests of Named Experts and Counsel.

    The legality of the Plan has been passed upon by John T. 
Pattison, Esq., Managing Attorney in the Legal Department of 
the Company.

Item 6. Indemnification of Directors and Officers

    The Business Corporation Law of the State of New York 
("BCL") provides that if a derivative action is brought against 
a director or officer, the Company may indemnify him or her 
against amounts paid in settlement and reasonable expenses, 
including attorneys' fees incurred by him or her in connection 
with the defense or settlement of such action, if such director 
or officer acted in good faith for a purpose which he or she 
reasonably believed to be in the best interests of the Company, 
except that no indemnification shall be made without court 
approval in respect of a threatened action, or a pending action 
settled or otherwise disposed of, or in respect of any matter 
as to which such director or officer has been found liable to 
the Company.  In a nonderivative action or threatened action, 
the BCL provides that the Company may indemnify a director or 
officer against judgments, fines, amounts paid in settlement 
and reasonable expenses, including attorneys' fees incurred by 
him or her in defending such action if such director or officer 
acted in good faith for a purpose which he or she reasonably 
believed to be in the best interests of the Company.

    Under the BCL, a director or officer who is successful, 
either in a derivative or nonderivative action, is entitled to 
indemnification as outlined above.  Under any other 
circumstances, such director or officer may be indemnified only 
if certain conditions specified in the BCL are met.  The 
indemnification provisions of the BCL are not exclusive of any 
other rights to which a director or officer seeking 
indemnification may be entitled pursuant to the provisions of 
the certificate of incorporation or the bylaws of a corporation 
or, when authorized by such certificate of incorporation or 
bylaws, pursuant to a shareholders' resolution, a directors' 
resolution or an agreement providing for such indemnification.

    The above is a general summary of certain provisions of the 
BCL and is subject, in all cases, to the specific and detailed 
provisions of Sections 721-725 of the BCL.

    The Amended and Restated Certificate of Incorporation of 
the Company limits the personal liability of directors to the 
Company or its shareholders to the fullest extent permitted by 
the BCL.
Article II, Section 12, of the Company's By-Laws contains 
provisions authorizing indemnification by the Company of 
directors and officers against certain liabilities and expenses 
which they may incur as directors and officers of the Company 
or of certain other entities in accordance with, and to the 
fullest extent permitted by, Sections 721-725 of the BCL.

    Section 726 of the BCL also contains provisions authorizing 
a corporation to obtain insurance on behalf of any director and 
officer against liabilities, whether or not the corporation 
would have the power to indemnify against such liabilities.  
The Company maintains Executive Liability and Defense coverage 
under which the directors and officers of the Company are 
insured, subject to the limits of the policy, against certain 
losses, as defined in the policy, arising from claims made 
against such directors and officers by reason of any wrongful 
acts as defined in the policy, in their respective capacities 
as directors or officers.

Item 7. Exemption from Registration Claimed.

    Not applicable.

Item 8. Exhibits.

    See Exhibit Index.

    The Company undertakes that it will submit the Plan, and 
any amendments thereto, to the Internal Revenue Service ("IRS") 
in a timely manner and will make all changes thereto required 
by the IRS in order to qualify the Plan under Section 401 of 
the Internal Revenue Code of 1986, as amended.

Item 9. Undertakings.

A.  Post-Effective Amendments

    (a)  The Company 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;
(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;

           (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 (a)(1)(i) and (a)(1)(ii) do 
not apply if the registration statement is on Form S-3 or Form 
S-8, and the information required to be included in a 
post-effective amendment by those paragraphs is contained in 
periodic reports filed by the Company pursuant to Section 13 or 
Section 15(d) of the Securities Exchange Act of 1934 that are 
incorporated by reference in the Registration Statement.

         (2)  That, for the purpose of determining any 
liability under the Securities Act of 1933, 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.

    (b)  The Company hereby undertakes that, for the purposes 
of determining liability under the Securities Act of 1933, each 
filing of the Company's annual report pursuant to Section 13(a) 
or Section 15(d) of the Securities Exchange Act of 1934 (and, 
where applicable, each filing of an employee benefit plan's 
annual report pursuant to Section 15(d) of the Securities 
Exchange Act of 1934) that is incorporated by reference in the 
registration statement shall be deemed to be a new registration 
statement relating to the securities offered herein, and the 
offering of such securities at that time shall be deemed to be 
the initial bona fide offering thereof.
(h)  Insofar as indemnification for liabilities arising 
under the Securities Act of 1933 may be permitted to directors, 
officers or persons controlling the Company pursuant to the 
foregoing provisions, the Company has been informed that in the 
opinion of the Securities and Exchange Commission such 
indemnification is against public policy as expressed in the 
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 Act and will be governed by the final adjudication of such 
issue.
SIGNATURES

    The Registrant.  Pursuant to the requirements of the 
Securities Act of 1933, the Company 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 the City of 
Rochester, State of New York, on January 26, 1994.

                             ROCHESTER TELEPHONE CORPORATION

                                  /s/ Louis L. Massaro
                             By: ----------------------------
                                  Louis L. Massaro
                                  Corporate Vice President -
                                  Finance and Treasurer

    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 date indicated.

                                  /s/ Ronald L. Bittner
Date: November 16, 1993      By: ----------------------------
                                  Ronald L. Bittner
                                  Chairman, President, Chief
                                  Executive Officer and
                                  Director

                                  /s/ Louis L. Massaro
Date: January 26, 1994       By: ----------------------------
                                  Louis L. Massaro
                                  Corporate Vice President -
                                  Finance and Treasurer
                                  (Principal Financial and
                                   Accounting Officer)

                             
Date:                        By: ----------------------------
                                  Patricia C. Barron
                                  Director

                                  /s/ John R. Block
Date: November 16, 1993      By: ----------------------------
                                  John R. Block
                                  Director
/s/ Harlan D. Calkins
Date: November 16, 1993      By: ----------------------------
                                 Harlan D. Calkins
                                 Director

                                  /s/ Brenda E. Edgerton
Date: November 16, 1993      By: ----------------------------
                                  Brenda E. Edgerton
                                  Director

                                  /s/ Jairo A. Estrada
Date: November 16, 1993      By: ----------------------------
                                  Jairo A. Estrada
                                  Director

                                  /s/ Daniel E. Gill
Date: November 16, 1993      By: ----------------------------
                                  Daniel E. Gill
                                  Director

                                  /s/ Alan C. Hasselwander
Date: November 16, 1993      By: ----------------------------
                                  Alan C. Hasselwander
                                  Director

                                  /s/ Wolcott J. Humphrey, Jr.
Date: November 16, 1993      By: ----------------------------
                                  Wolcott J. Humphrey, Jr.
                                  Director

                             
Date:                        By: ----------------------------
                                  Douglas H. McCorkindale
                                  Director

                                  /s/ Richard P. Miller, Jr.
Date: November 16, 1993      By: ----------------------------
                                  Richard P. Miller, Jr.
                                  Director

                                  /s/ G. Dennis O'Brien
Date: November 16, 1993      By: ----------------------------
                                  G. Dennis O'Brien
                                  Director
/s/ Leo J. Thomas
Date: November 16, 1993      By: ----------------------------
                                  Dr. Leo J. Thomas
                                  Director

                                  /s/ Michael T. Tomaino
Date: November 16, 1993      By: ----------------------------
                                  Michael T. Tomaino
                                  Director

                       /s/ Louis L. Massaro
                 By: --------------------------
                        Louis S. Massaro
                        Attorney-In-Fact
The Plan.  Pursuant to the requirements of the Securities 
Act of 1933, the trustees (or other persons who administer the 
employee benefit plan) have duly caused this registration 
statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Rochester, State of 
New York, on January 26, 1994.

                             BARGAINING UNIT EMPLOYEES' 
                             RETIREMENT SAVINGS PLAN

                               /s/ Janet F. Sansone
                           By: ---------------------------
                                Janet F. Sansone, Chairperson
                                Management Benefits Committee

(35ED)
EXHIBIT INDEX

Exhibit No.   Description                               Page
- -----------   -----------                               ----

   4-1   Bargaining Unit Employees' Retirement
         Savings Plan                                  Herewith

   4-2   Rochester Telephone Corporation
         Restated Certificate of Incorporation,
         as amended, is incorporated by reference
         to Exhibit 3 to Form 10-Q for the
         quarter ended September 30, 1980.
         (File No. 1-4166)

   4-3   Certificate of Amendment to Restated
         Certificate of Incorporation of Rochester
         Telephone Corporation is incorporated
         by reference to Exhibit 3-2 to Form 1O-K
         for the year ended December 31, 1984.
         (File No. 1-4166)

   4-4   Certificate of Change to Restated Certificate
         of Incorporation of Rochester Telephone
         Corporation is incorporated by reference
         to Exhibit 3-4 to Form 10-K for the year
         ended December 31, 1988. (File No. 1-4166)

   4-5   Certificates of Amendment to Restated
         Certificate of Incorporation of Rochester
         Telephone Corporation are incorporated
         by reference to Exhibit 3-5 to Form 10-K
         for the year ended December 31, 1990.
         (File No. 1-4166)

   4-6   By-laws of Rochester Telephone Corporation,
         as amended, are incorporated by reference to
         Exhibit 4-6 to Form S-8 filed August 13, 1993.
         (File No. 33-67432)

   5     Opinion of John T. Pattison, Esq.              Herewith
         as to legality of Plan

  23-1   Consent of John T. Pattison, Esq. is
         contained in his opinion filed as
         Exhibit 5 to this Registration Statement

  23-2   Consent of Price Waterhouse,                   Herewith
         independent accountants

  24     Powers of Attorney                             Herewith

(35ED)