<PAGE>
<PAGE>
                                       Registration No. 33-     

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                             FORM S-8

     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                       FRONTIER 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)

                       FRONTIER CORPORATION
                   EMPLOYEES' STOCK OPTION PLAN
                     (Full title of the Plan)

                    Josephine S. Trubek, Esq.
                       Corporate Secretary
                       Frontier Corporation
                     180 South Clinton Avenue
                  Rochester, New York 14646-0700
                          (716) 777-6713
   ------------------------------------------------------------
    (Name, address and telephone number of agent for service)
   ------------------------------------------------------------
                     Copy to: Karen Gratch, Esq.
                       Frontier Corporation
                     180 South Clinton Avenue
                  Rochester, New York 14646-0700
<TABLE>
                    CALCULATION OF REGISTRATION FEE

Title of          Proposed        Proposed          Proposed           Amount of
securities to   amount to be   Maximum Offering Maximum Aggregate    Registration
be registered    registered    price per share*   Offering Price*         Fee
- -------------   ------------   ---------------- -----------------    ------------
<S>              <C>              <C>             <C>            
Common Stock     8,000,000        $ 32.625        $261,000,000          $89,993
$1.00 par value

* Inserted solely for the 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 May 28, 1996.
</TABLE>
<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 Frontier
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, 1995, filed on March 27, 1996
pursuant to Section 13 of the Securities Exchange Act of 1934.

      (b)  All other reports filed by the Company pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934
since December 31, 1995.

      (c)  The description of the Company's Common Stock
contained in the Company's registration statement filed under
Section 12 of the Securities Exchange Act, including all
amendments or reports filed for the purpose of updating such
description, including specifically, but not limited to
Exhibit 3.2 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994, filed on March 28, 1995.

      All documents subsequently filed by the Company or the
Company's Employees' Stock Option 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 offered hereby have been sold
or which deregisters all securities 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 and Common Stock has been passed
upon by Karen Gratch, Esq., 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 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 entitles 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.


Item 9. Undertakings.


A.   Post-Effective Amendments

     (a)  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;

                (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 registrant 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 undersigned registrant hereby undertakes that, for
the purposes of determining liability under the Securities Act of
1933, each filing of the registrant'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.
<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 May 29, 1996.

                              FRONTIER CORPORATION 


                                   /s/ Ronald L. Bittner
                              By:   ------------------------                
                                    Ronald L. Bittner
                                    Chairman, Chief Executive
                                    Officer and Director



    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/ Louis L. Massaro
Date: May 29, 1996            By:   --------------------------
                                    Louis L. Massaro
                                    Executive Vice President,               
                                    Chief Financial Officer and 
                                    Chief Administrative Officer
                                    (principal financial officer)


                                   /s/ Richard A. Smith
Date: May 29, 1996            By:   ---------------------------
                                    Richard A. Smith                   
                                    Vice President and Controller
                                    (principal accounting
                                     officer)

<PAGE>
                           
<PAGE>
                            SIGNATURES 

                            DIRECTORS


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

Date: April 24, 1996          By:  /s/ Raul E. Cesan*
                                   -------------------------
                                    Raul E. Cesan

Date: April 24, 1996          By:  /s/ Brenda E. Edgerton*
                                   -------------------------
                                    Brenda E. Edgerton

Date:  April 24, 1996         By:  /s/ Jairo A. Estrada*
                                   -------------------------
                                    Jairo A. Estrada

Date:  April 24, 1996         By:  /s/ Michael E. Faherty*
                                   -------------------------
                                    Michael E. Faherty

Date:  April 24, 1996         By:  /s/ Daniel E. Gill*
                                   -------------------------
                                    Daniel E. Gill

Date:  April 24, 1996         By:  /s/ Alan C. Hasselwander*
                                   --------------------------
                                    Alan C. Hasselwander

                                   /s/ Robert J. Holland, Jr.
Date:  April 24, 1996         By:  --------------------------
                                    Robert J. Holland, Jr.

Date:  April 24, 1996         By:  /s/ Douglas H. McCorkindale*
                                   ----------------------------
                                    Douglas H. McCorkindale

Date:  April 24, 1996         By:  ----------------------------
                                    Marvin C. Moses

Date:  April 24, 1996         By:  /s/ Dr. Leo J. Thomas*
                                   ----------------------------
                                    Dr. Leo J. Thomas

Date:  April 24, 1996         By:  /s/ Richard J. Uhl*                
                                   ----------------------------
                                    Richard J. Uhl


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


    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 the 29th day of May, 1996.


                              FRONTIER CORPORATION EMPLOYEES'
                              STOCK OPTION PLAN


                                  /s/ Janet F. Sansone
                              By: --------------------------
                                   Janet F. Sansone
                                   Chair - Management Benefits
                                   Committee
<PAGE>
                          
<PAGE>
                      EXHIBIT INDEX

Exhibit
Number    Description                        Reference
- --------  -----------                        ----------

4.1       Copy of Indenture between the      Incorporated by
          Company and Manufacturers Hanover  reference to Exhibit
          Trust Company, Trustee, dated      4-12 to Form 10-K
          September 1, 1986                  for the year ended
                                             December 31, 1986

4.2       Copy of First Supplemental         Incorporated by
          Indenture to said Indenture,       reference to Exhbit
          made by the Company to             4(b) to Registration
          Manufacturers Hanover Trust        Statement 33-32035
          Company, Trustee, dated
          December 1, 1989

4.3       Copy of 10.46% Non Negotiable      Incorporated by
          Convertible Debenture due          reference to Exhibit
          October 27, 2008 from the          4-14 to Form 10-K        
          Company to The Walters Trust       for the year ended
                                             December 31, 1988

4.4       Copy of 9% Debenture due           Incorporated by
          August 15, 2021                    reference Exhibit
                                             4-16 to Form 10-K
                                             for the year ended
                                             December 31, 1991

4.5       Copy of Indenture between the      Incorporated by
          Company and Chase Manhattan        reference to Exhibit
          Bank,N.A. dated August 9,          4.5 to Form 10-K 
          1995                               for the year ended
                                             December 31, 1995

4.6       Restated Certificate of            Incorporated by
          Incorporation                      reference to Exhibit
                                             3.1 to Form 10-K
                                             for the year ended
                                             December 31, 1995

4.7       Amendment to Restated Certificate  Incorporated by
          of Incorporation                   reference to Exhibit
                                             3.2 to Form 10-K
                                             for the year ended
                                             December 31, 1995

4.8       By-laws                            Incorporated by
                                             reference to Exhibit
                                             3 to Form 10-Q
                                             for the quarter 
                                             ended March 31, 1996

4.9       Frontier Corporation Employees'    Filed herewith
          Stock Option Plan

 5        Opinion of Karen Gratch, Esq.      Filed herewith
          as to legality of Plan

23-1      Consent of Karen Gratch, Esq. is
          contained in her opinion filed as
          Exhibit 5 to this Registration
          Statement

23-2      Consent of Price Waterhouse,       Filed herewith
          independent accountants

23-3      Consent of Ernst & Young,          Filed herewith
          independent accountants

24        Powers of Attorney                 Filed herewith
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19897}]
{"company-data": {"conformed-name": "FRONTIER CORP /NY/", "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": "333-04803", "film-number": "96574770"}, "business-address": {"street1": "ROCHESTER TEL CENTER", "street2": "180 S CLINTON AVE", "city": "ROCHESTER", "state": "NY", "zip": "14646-0995", "phone": "7167771000"}, "former-company": {"former-conformed-name": "ROCHESTER TELEPHONE CORP", "date-changed": "19920703"}}
Registration No. 33-     

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                             FORM S-8

     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                       FRONTIER 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)

                       FRONTIER CORPORATION
                   EMPLOYEES' STOCK OPTION PLAN
                     (Full title of the Plan)

                    Josephine S. Trubek, Esq.
                       Corporate Secretary
                       Frontier Corporation
                     180 South Clinton Avenue
                  Rochester, New York 14646-0700
                          (716) 777-6713
   ------------------------------------------------------------
    (Name, address and telephone number of agent for service)
   ------------------------------------------------------------
                     Copy to: Karen Gratch, Esq.
                       Frontier Corporation
                     180 South Clinton Avenue
                  Rochester, New York 14646-0700

                    CALCULATION OF REGISTRATION FEE

Title of          Proposed        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     8,000,000        $ 32.625        $261,000,000          $89,993
$1.00 par value

* Inserted solely for the 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 May 28, 1996.
Part II

                   INFORMATION REQUIRED IN THE
                      REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

      The following documents which have been filed by Frontier
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, 1995, filed on March 27, 1996
pursuant to Section 13 of the Securities Exchange Act of 1934.

      (b)  All other reports filed by the Company pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934
since December 31, 1995.

      (c)  The description of the Company's Common Stock
contained in the Company's registration statement filed under
Section 12 of the Securities Exchange Act, including all
amendments or reports filed for the purpose of updating such
description, including specifically, but not limited to
Exhibit 3.2 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994, filed on March 28, 1995.

      All documents subsequently filed by the Company or the
Company's Employees' Stock Option 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 offered hereby have been sold
or which deregisters all securities 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 and Common Stock has been passed
upon by Karen Gratch, Esq., 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 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 entitles 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.

Item 9. Undertakings.

A.   Post-Effective Amendments

     (a)  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;

                (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 registrant 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 undersigned registrant hereby undertakes that, for
the purposes of determining liability under the Securities Act of
1933, each filing of the registrant'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 May 29, 1996.

                              FRONTIER CORPORATION 

                                   /s/ Ronald L. Bittner
                              By:   ------------------------                
                                    Ronald L. Bittner
                                    Chairman, Chief Executive
                                    Officer and Director

    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/ Louis L. Massaro
Date: May 29, 1996            By:   --------------------------
                                    Louis L. Massaro
                                    Executive Vice President,               
                                    Chief Financial Officer and 
                                    Chief Administrative Officer
                                    (principal financial officer)

                                   /s/ Richard A. Smith
Date: May 29, 1996            By:   ---------------------------
                                    Richard A. Smith                   
                                    Vice President and Controller
                                    (principal accounting
                                     officer)
SIGNATURES 

                            DIRECTORS

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

Date: April 24, 1996          By:  /s/ Raul E. Cesan*
                                   -------------------------
                                    Raul E. Cesan

Date: April 24, 1996          By:  /s/ Brenda E. Edgerton*
                                   -------------------------
                                    Brenda E. Edgerton

Date:  April 24, 1996         By:  /s/ Jairo A. Estrada*
                                   -------------------------
                                    Jairo A. Estrada

Date:  April 24, 1996         By:  /s/ Michael E. Faherty*
                                   -------------------------
                                    Michael E. Faherty

Date:  April 24, 1996         By:  /s/ Daniel E. Gill*
                                   -------------------------
                                    Daniel E. Gill

Date:  April 24, 1996         By:  /s/ Alan C. Hasselwander*
                                   --------------------------
                                    Alan C. Hasselwander

                                   /s/ Robert J. Holland, Jr.
Date:  April 24, 1996         By:  --------------------------
                                    Robert J. Holland, Jr.

Date:  April 24, 1996         By:  /s/ Douglas H. McCorkindale*
                                   ----------------------------
                                    Douglas H. McCorkindale

Date:  April 24, 1996         By:  ----------------------------
                                    Marvin C. Moses

Date:  April 24, 1996         By:  /s/ Dr. Leo J. Thomas*
                                   ----------------------------
                                    Dr. Leo J. Thomas

Date:  April 24, 1996         By:  /s/ Richard J. Uhl*                
                                   ----------------------------
                                    Richard J. Uhl

                       /s/ Louis L. Massaro
                  *By: -------------------------
                         Louis L. Massaro
                         Attorney-In-Fact
SIGNATURES

    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 the 29th day of May, 1996.

                              FRONTIER CORPORATION EMPLOYEES'
                              STOCK OPTION PLAN

                                  /s/ Janet F. Sansone
                              By: --------------------------
                                   Janet F. Sansone
                                   Chair - Management Benefits
                                   Committee
EXHIBIT INDEX

Exhibit
Number    Description                        Reference
- --------  -----------                        ----------

4.1       Copy of Indenture between the      Incorporated by
          Company and Manufacturers Hanover  reference to Exhibit
          Trust Company, Trustee, dated      4-12 to Form 10-K
          September 1, 1986                  for the year ended
                                             December 31, 1986

4.2       Copy of First Supplemental         Incorporated by
          Indenture to said Indenture,       reference to Exhbit
          made by the Company to             4(b) to Registration
          Manufacturers Hanover Trust        Statement 33-32035
          Company, Trustee, dated
          December 1, 1989

4.3       Copy of 10.46% Non Negotiable      Incorporated by
          Convertible Debenture due          reference to Exhibit
          October 27, 2008 from the          4-14 to Form 10-K        
          Company to The Walters Trust       for the year ended
                                             December 31, 1988

4.4       Copy of 9% Debenture due           Incorporated by
          August 15, 2021                    reference Exhibit
                                             4-16 to Form 10-K
                                             for the year ended
                                             December 31, 1991

4.5       Copy of Indenture between the      Incorporated by
          Company and Chase Manhattan        reference to Exhibit
          Bank,N.A. dated August 9,          4.5 to Form 10-K 
          1995                               for the year ended
                                             December 31, 1995

4.6       Restated Certificate of            Incorporated by
          Incorporation                      reference to Exhibit
                                             3.1 to Form 10-K
                                             for the year ended
                                             December 31, 1995

4.7       Amendment to Restated Certificate  Incorporated by
          of Incorporation                   reference to Exhibit
                                             3.2 to Form 10-K
                                             for the year ended
                                             December 31, 1995

4.8       By-laws                            Incorporated by
                                             reference to Exhibit
                                             3 to Form 10-Q
                                             for the quarter 
                                             ended March 31, 1996

4.9       Frontier Corporation Employees'    Filed herewith
          Stock Option Plan

 5        Opinion of Karen Gratch, Esq.      Filed herewith
          as to legality of Plan

23-1      Consent of Karen Gratch, Esq. is
          contained in her opinion filed as
          Exhibit 5 to this Registration
          Statement

23-2      Consent of Price Waterhouse,       Filed herewith
          independent accountants

23-3      Consent of Ernst & Young,          Filed herewith
          independent accountants

24        Powers of Attorney                 Filed herewith