
                          EXHIBIT 4-3(c)



          This Warrant was originally issued on May 22, 1995, and
          such  issuance  was not registered under the Securities
          Act of 1933, as amended.   The transfer of this Warrant
          and the securities obtainable  upon exercise thereof is
          subject to the conditions on transfer  specified in the
          Purchase  Agreement,  dated  as  of  May 22,  1995  (as
          amended  and modified from time to time),  between  the
          issuer hereof  (the  "Company")  and the initial holder
          hereof, and the Company reserves the  right  to  refuse
          the  transfer  of  such  security until such conditions
          have  been  fulfilled with respect  to  such  transfer.
          Upon written  request,  a copy of such conditions shall
          be  furnished  by  the Company  to  the  holder  hereof
          without charge.


                             ACC CORP.

                      STOCK PURCHASE WARRANT


Date of Issuance:  May 22, 1995         Certificate No. CW-3

          FOR  VALUE RECEIVED,  ACC  Corp.,  a  Delaware  corporation  (the
"Company"), hereby  grants  to Chisholm Partners II, L.P. or its registered
assigns (the "Registered Holder")  the  right  to purchase from the Company
10,000 shares of the Company's Common Stock at a  price per share of $16.00
(as  adjusted  from  time to time hereunder, the "Exercise  Price").   This
Warrant is one of several Closing Warrants (collectively referred to herein
as the "Warrants") issued  by  the Company to certain investors pursuant to
the  Purchase  Agreement,  dated  as   of   May  22,  1995  (the  "Purchase
Agreement").  Certain capitalized terms used  herein are defined in Section
5  hereof.  The amount and kind of securities obtainable  pursuant  to  the
rights  granted  hereunder  and  the purchase price for such securities are
subject to adjustment pursuant to the provisions contained in this Warrant.

          This Warrant is subject to the following provisions:

          Section 1.  EXERCISE OF WARRANT.

          A.   EXERCISE PERIOD.  The  Registered  Holder  may  exercise, in
whole  or  in part (but not as to a fractional share of Common Stock),  the
purchase rights  represented  by  this Warrant at any time and from time to
time after the Date of Issuance to  and  including  the  earlier of (i) the
seventh anniversary thereof or (ii) the date which is six  years  after the
first  date  upon  which  no Notes or Series A Preferred remain outstanding
(the "Exercise Period").  The  Company  shall  give  the  Registered Holder
written notice of the expiration of the rights hereunder at  least  30 days
but not more than 90 days prior to the end of the Exercise Period.

          B.   EXERCISE PROCEDURE.

          (i)  This Warrant shall be deemed to have been exercised when the
Company has received all of the following items (the "Exercise Time"):

          (a)  a completed Exercise Agreement, as described in paragraph 1C
     below,  executed  by the Person exercising all or part of the purchase
     rights represented by this Warrant (the "Purchaser");

          (b)  this Warrant;

          (c)  if this Warrant  is  not  registered  in  the  name  of  the
     Purchaser,  an  Assignment  or  Assignments  in  the form set forth in
     EXHIBIT  II hereto evidencing the assignment of this  Warrant  to  the
     Purchaser,  in  which  case  the Registered Holder shall have complied
     with the provisions set forth in Section 8 hereof; and

          (d)  either (1) a check payable  to  the  Company (in the case of
     the original Holder of this Warrant only), a certified  check  payable
     to the Company or a wire transfer of immediately available funds to an
     account designated by the Company in an amount equal to the product of
     the Exercise Price multiplied by the number of shares of Common  Stock
     being  purchased  upon such exercise (the "Aggregate Exercise Price"),
     (2) the surrender to  the  Company of debt or equity securities of the
     Company having a Market Price equal to the Aggregate Exercise Price of
     the Common Stock being purchased upon such exercise (provided that for
     purposes of this subparagraph,  the  Market Price of any note or other
     debt security or any preferred stock shall  be  deemed  to be equal to
     the  aggregate  outstanding  principal  amount  or  liquidation  value
     thereof  plus all accrued and unpaid interest thereon  or  accrued  or
     declared and  unpaid dividends thereon) or (3) a written notice to the
     Company that the  Purchaser  is  exercising  the Warrant (or a portion
     thereof) by authorizing the Company to withhold from issuance a number
     of shares of Common Stock issuable upon such exercise  of  the Warrant
     which when multiplied by the Market Price of the Common Stock is equal
     to  the  Aggregate  Exercise Price (and such withheld shares shall  no
     longer be issuable under this Warrant).

         (ii)  Certificates  for  shares  of  Common  Stock  purchased upon
exercise of this Warrant shall be delivered by the Company to the Purchaser
within five business days after the date of the Exercise Time.  Unless this
Warrant has expired or all of the purchase rights represented  hereby  have
been  exercised,  the  Company  shall  prepare a new Warrant, substantially
identical  hereto, representing the rights  formerly  represented  by  this
Warrant which  have  not  expired  or  been exercised and shall within such
five-day period, deliver such new Warrant  to  the  Person  designated  for
delivery in the Exercise Agreement.

        (iii)  The  Common Stock issuable upon the exercise of this Warrant
shall be deemed to have  been issued to the Purchaser at the Exercise Time,
and the Purchaser shall be  deemed  for  all  purposes  to  have become the
record holder of such Common Stock at the Exercise Time.

         (iv)  The issuance of certificates for shares of Common Stock upon
exercise  of  this  Warrant shall be made without charge to the  Registered
Holder or the Purchaser  for  any  issuance tax in respect thereof or other
cost  incurred by the Company in connection  with  such  exercise  and  the
related  issuance  of  shares  of Common Stock.  Each share of Common Stock
issuable upon exercise of this Warrant  shall  upon payment of the Exercise
Price therefor, be fully paid and nonassessable and free from all liens and
charges with respect to the issuance thereof.

          (v)  The Company shall not close its books  against  the transfer
of this Warrant or of any share of Common Stock issued or issuable upon the
exercise  of  this  Warrant in any manner which interferes with the  timely
exercise of this Warrant.   The  Company  shall  from time to time take all
such action as may be necessary to assure that the  par  value per share of
the unissued Common Stock acquirable upon exercise of this  Warrant  is  at
all times equal to or less than the Exercise Price then in effect.

         (vi)  The  Company  shall assist and cooperate with any Registered
Holder or Purchaser required to make any governmental filings or obtain any
governmental approvals prior to  or in connection with any exercise of this
Warrant (including making any filings required to be made by the Company).

        (vii)  Notwithstanding any  other  provision hereof, if an exercise
of  any  portion  of  this  Warrant  is to be made  in  connection  with  a
registered public offering or the sale  of the Company, the exercise of any
portion  of this Warrant may, at the election  of  the  holder  hereof,  be
conditioned  upon  the  consummation  of the public offering or sale of the
Company in which case such exercise shall  not  be  deemed  to be effective
until the consummation of such transaction.

       (viii)  The  Company  shall at all times reserve and keep  available
out of its authorized but unissued  shares  of  Common Stock solely for the
purpose  of  issuance  upon the exercise of the Warrants,  such  number  of
shares  of Common Stock issuable  upon  the  exercise  of  all  outstanding
Warrants.   All  shares  of  Common Stock which are so issuable shall, when
issued, be duly and validly issued,  fully  paid and nonassessable and free
from all taxes, liens and charges.  The Company shall take all such actions
as may be necessary to assure that all such shares  of  Common Stock may be
so   issued  without  violation  of  any  applicable  law  or  governmental
regulation  or  any  requirements  of any domestic securities exchange upon
which shares of Common Stock may be  listed  (except for official notice of
issuance which shall be immediately delivered by the Company upon each such
issuance).  The Company shall not take any action  which  would  cause  the
number  of  authorized  but unissued shares of Common Stock to be less than
the number of such shares  required  to  be reserved hereunder for issuance
upon exercise of the Warrants.

             C. EXERCISE AGREEMENT.  Upon  any exercise of this Warrant,
the Exercise Agreement shall be substantially in  the  form  set  forth  in
EXHIBIT  I  hereto, except that if the shares of Common Stock are not to be
issued in the  name of the Person in whose name this Warrant is registered,
the Exercise Agreement  shall also state the name of the Person to whom the
certificates for the shares  of  Common  Stock are to be issued, and if the
number of shares of Common Stock to be issued  does  not  include  all  the
shares  of Common Stock purchasable hereunder, it shall also state the name
of the Person  to  whom  a  new  Warrant for the unexercised portion of the
rights hereunder is to be delivered.   Such  Exercise  Agreement  shall  be
dated the actual date of execution thereof.

             D. FRACTIONAL  SHARES.   If  a  fractional  share of Common
Stock  would,  but  for  the  provisions of paragraph 1A, be issuable  upon
exercise of the rights represented  by  this  Warrant,  the  Company shall,
within five business days after the date of the Exercise Time,  deliver  to
the  Purchaser  a check payable to the Purchaser in lieu of such fractional
share in an amount  equal  to  the  difference between Market Price of such
fractional share as of the date of the Exercise Time and the Exercise Price
of such fractional share.

             Section 2.  ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES.
In order to prevent dilution of the rights  granted under this Warrant, the
Exercise Price shall be subject to adjustment from time to time as provided
in this Section 2, and the number of shares of Common Stock obtainable upon
exercise of this Warrant shall be subject to  adjustment  from time to time
as provided in this Section 2.

       A.  ADJUSTMENT  OF  EXERCISE  PRICE  AND  NUMBER OF SHARES  UPON
ISSUANCE OF COMMON STOCK.  If and whenever on or after the Date of Issuance
of  this  Warrant,  the  Company  issues  or  sells, or in accordance  with
paragraph 2B is deemed to have issued or sold,  any  share  of Common Stock
for  a  consideration  per  share  less  than the Exercise Price in  effect
immediately prior to such time, then immediately  upon  such  issue or sale
the Exercise Price shall be reduced to the lowest net price per  share  (as
determined pursuant to paragraph 2B(v) below) at which such share of Common
Stock  has  been  issued  or sold or is deemed to have been issued or sold.
Upon each such adjustment of  the  Exercise  Price hereunder, the number of
shares of Common acquirable upon exercise of this Warrant shall be adjusted
to the number of shares determined by multiplying  the  Exercise  Price  in
effect  immediately  prior  to  such  adjustment by the number of shares of
Common acquirable upon exercise of this  Warrant  immediately prior to such
adjustment and dividing the product thereof by the Exercise Price resulting
from such adjustment.  Notwithstanding the foregoing,  there  shall  be  no
adjustment  to the Exercise Price hereunder with respect to the granting of
stock options to employees or directors of the Company and its Subsidiaries
or the exercise  thereof  or  the  granting  of  stock appreciation rights,
phantom stock rights or other similar rights to employees  or  directors of
the Company for (or rights relating to) an aggregate of 1,586,702 shares of
Common Stock (976,594 options being currently outstanding) (as such  number
of  shares  is  equitably  adjusted  for  subsequent  stock  splits,  stock
combinations,  stock  dividends and recapitalizations and such number shall
include all stock options  outstanding  as  of  the  date  of  the Purchase
Agreement).

          B.    EFFECT  ON EXERCISE PRICE OF CERTAIN EVENTS.  For  purposes
of  determining  the  adjusted  Exercise  Price  under  paragraph  2A,  the
following shall be applicable:

          (i)  ISSUANCE OF RIGHTS OR OPTIONS.  If the Company in any manner
grants or sells any Options  and  the  lowest price per share for which any
one share of Common Stock is issuable upon the exercise of any such Option,
or upon conversion or exchange of any Convertible  Security  issuable  upon
exercise  of  such  Option,  is  less  than  the  Exercise  Price in effect
immediately prior to the time of the granting or sale of such  Option, then
such share of Common Stock shall be deemed to have been issued and  sold by
the  Company  at  such time for such price per share.  For purposes of this
paragraph, the "lowest  price  per  share for which any one share of Common
Stock is issuable" shall be equal to  the  sum  of  the  lowest  amounts of
consideration  (if any) received or receivable by the Company with  respect
to any one share  of  Common Stock upon the granting or sale of the Option,
upon  exercise  of the Option  and  upon  conversion  or  exchange  of  the
Convertible Security.  No further adjustment of the Exercise Price shall be
made upon the actual  issue  of  such  Common  Stock or of such Convertible
Security upon the exercise of such Options or upon the actual issue of such
Common Stock upon conversion or exchange of such Convertible Security.

         (ii)  ISSUANCE OF CONVERTIBLE SECURITIES.   If  the Company in any
manner  issues or sells any Convertible Security and the lowest  price  per
share for  which  any one share of Common Stock is issuable upon conversion
or exchange thereof  is  less than the Exercise Price in effect immediately
prior to the time of such  issue  or  sale,  then  such  share or shares of
Common Stock shall be deemed to have been issued and sold by the Company at
such  time  for such price per share.  For the purposes of this  paragraph,
the "lowest price  per  share  for  which  any one share of Common Stock is
issuable" shall be equal to the sum of the lowest  amounts of consideration
(if  any) received or receivable by the Company with  respect  to  any  one
share  of  Common  Stock  upon the issuance of the Convertible Security and
upon the conversion or exchange  of  such Convertible Security.  No further
adjustment of the Exercise Price shall  be  made  upon  the actual issue of
such Common Stock upon conversion or exchange of any Convertible  Security,
and  if  any  such issue or sale of such Convertible Security is made  upon
exercise of any  Options  for  which  adjustments of the Exercise Price had
been or are to be made pursuant to other  provisions  of this Section 2, no
further adjustment of the Exercise Price shall be made  by  reason  of such
issue or sale.

        (iii)  CHANGE  IN OPTION PRICE OR CONVERSION RATE.  If the purchase
price provided for in any  Options,  the  additional consideration, if any,
payable  upon  the  issue,  conversion  or  exchange   of  any  Convertible
Securities, or the rate at which any Convertible Securities are convertible
into  or  exchangeable for Common Stock changes at any time,  the  Exercise
Price in effect at the time of such change shall be adjusted immediately to
the Exercise  Price  which  would have been in effect at such time had such
Options  or Convertible Securities  still  outstanding  provided  for  such
changed purchase  price,  additional  consideration  or  changed conversion
rate, as the case may be, at the time initially granted, issued or sold and
the  number  of  shares  of  Common  Stock  issuable  hereunder  shall   be
correspondingly  adjusted; provided that if such adjustment would result in
an increase of the Exercise Price then in effect, such adjustment shall not
be effective until  30  days after written notice thereof has been given by
the Company to all holders of the Warrants.  For purposes of this paragraph
2B,  if  the  terms  of  any  Option  or  Convertible  Security  which  was
outstanding as of the date of issuance  of  this Warrant are changed in the
manner described in the immediately preceding sentence, then such Option or
Convertible Security and the Common Stock deemed  issuable  upon  exercise,
conversion  or exchange thereof shall be deemed to have been issued  as  of
the date of such  change;  provided  that  no such change shall at any time
cause the Exercise Price hereunder to be increased.

         (iv)  TREATMENT  OF EXPIRED OPTIONS  AND  UNEXERCISED  CONVERTIBLE
SECURITIES.  Upon the expiration  of  any  Option or the termination of any
right  to  convert  or  exchange  any Convertible  Securities  without  the
exercise of such Option or right, the  Exercise  Price then in effect shall
be  adjusted immediately to the Exercise Price which  would  have  been  in
effect  at  the  time  of such expiration or termination had such Option or
Convertible Securities, to the extent outstanding immediately prior to such
expiration  or termination,  never  been  issued;  provided  that  if  such
expiration or termination would result in an increase in the Exercise Price
then in effect,  such  increase  shall not be effective until 30 days after
written notice thereof has been given  to all holders of the Warrants.  For
purposes of this paragraph 2B, the expiration  or termination of any Option
or Convertible Security which was outstanding as of the date of issuance of
this Warrant shall not cause the Exercise Price  hereunder  to  be adjusted
unless,  and only to the extent that, a change in the terms of such  Option
or Convertible  Security  caused  it to be deemed to have been issued after
the date of issuance of this Warrant.

          (v)  CALCULATION OF CONSIDERATION RECEIVED.  If any Common Stock,
Options or Convertible Securities are issued or sold or deemed to have been
issued  or  sold for cash, the consideration  received  therefor  shall  be
deemed to be  the net amount received by the Company therefor.  In case any
Common Stock, Options  or  Convertible  Securities are issued or sold for a
consideration other than cash, the amount  of  the consideration other than
cash received by the Company shall be the fair value of such consideration,
except where such consideration consists of securities,  in  which case the
amount  of consideration received by the Company shall be the Market  Price
thereof as  of  the  date of receipt.  In case any Common Stock, Options or
Convertible Securities are issued to the owners of the non-surviving entity
in connection with any  merger  in  which  the  Company  is  the  surviving
corporation, the amount of consideration therefor shall be deemed to be the
fair  value  of  such  portion  of  the net assets and business of the non-
surviving  entity  as is attributable to  such  Common  Stock,  Options  or
Convertible Securities,  as  the  case  may  be.   The  fair  value  of any
consideration other than cash or securities shall be determined jointly  by
the  Company and the Registered Holders of Warrants representing a majority
of the  shares  of  Common Stock obtainable upon exercise of such Warrants.
If such parties are unable to reach agreement within a reasonable period of
time, such fair value  shall be determined by an appraiser jointly selected
by  the  Company and the Registered  Holders  of  Warrants  representing  a
majority of  the  shares  of  Common Stock obtainable upon exercise of such
Warrants.  The determination of  such  appraiser shall be final and binding
on the Company and the Registered Holders of the Warrants, and the fees and
expenses of such appraiser shall be paid by the Company.

         (vi)  INTEGRATED TRANSACTIONS.   In  case  any Option is issued in
connection  with  the  issue or sale of other securities  of  the  Company,
together  comprising  one  integrated  transaction  in  which  no  specific
consideration is allocated  to  such  Options  by  the parties thereto, the
Options shall be deemed to have been issued for consideration of $.01.

        (vii)  TREASURY  SHARES.   The  number of shares  of  Common  Stock
outstanding at any given time does not include  shares  owned or held by or
for  the account of the Company or any Subsidiary, and the  disposition  of
any shares  so owned or held shall be considered an issue or sale of Common
Stock.

       (viii)  RECORD  DATE.   If the Company takes a record of the holders
of Common Stock for the purpose of entitling them (A) to receive a dividend
or other distribution payable in  Common  Stock,  Options or in Convertible
Securities  or (B) to subscribe for or purchase Common  Stock,  Options  or
Convertible Securities,  then  such  record  date shall be deemed to be the
date of the issue or sale of the shares of Common Stock deemed to have been
issued or sold upon the declaration of such dividend  or the making of such
other  distribution  or  the  date  of  the  granting  of  such   right  of
subscription or purchase, as the case may be.

          C.    SUBDIVISION OR COMBINATION OF COMMON STOCK.  If the Company
at   any   time   subdivides   (by   any   stock   split,  stock  dividend,
recapitalization  or  otherwise)  one  or more classes of  its  outstanding
shares of Common Stock into a greater number  of shares, the Exercise Price
in effect immediately prior to such subdivision  shall  be  proportionately
reduced  and the number of shares of Common Stock obtainable upon  exercise
of this Warrant  shall be proportionately increased.  If the Company at any
time combines (by  reverse stock split or otherwise) one or more classes of
its outstanding shares of Common Stock into a smaller number of shares, the
Exercise Price in effect  immediately  prior  to  such combination shall be
proportionately  increased  and  the  number  of  shares  of  Common  Stock
obtainable   upon   exercise  of  this  Warrant  shall  be  proportionately
decreased.

          D.    REORGANIZATION,  RECLASSIFICATION, CONSOLIDATION, MERGER OR
SALE.     Any    recapitalization,    reorganization,     reclassification,
consolidation,  merger, sale of all or substantially all of  the  Company's
assets or other transaction,  in  each case which is effected in such a way
that the holders of Common Stock are  entitled  to receive (either directly
or upon subsequent liquidation) stock, securities or assets with respect to
or in exchange for Common Stock is referred to herein  as "Organic Change."
Prior  to  the consummation of any Organic Change, the Company  shall  make
appropriate provision (in form and substance satisfactory to the Registered
Holders of the  Warrants  representing  a  majority  of  the  Common  Stock
obtainable  upon  exercise of all Warrants then outstanding) to insure that
each of the Registered  Holders  of  the Warrants shall thereafter have the
right to acquire and receive, in lieu  of  or  addition to (as the case may
be)  the  shares  of  Common Stock immediately theretofore  acquirable  and
receivable upon the exercise  of  such  holder's  Warrant,  such  shares of
stock, securities or assets as may be issued or payable with respect  to or
in   exchange  for  the  number  of  shares  of  Common  Stock  immediately
theretofore  acquirable  and  receivable  upon  exercise  of  such holder's
Warrant  had  such  Organic Change not taken place.  In any such case,  the
Company  shall  make  appropriate   provision   (in   form   and  substance
satisfactory  to  the  Registered  Holders  of the Warrants representing  a
majority of the Common Stock obtainable upon  exercise of all Warrants then
outstanding) with respect to such holders' rights  and  interests to insure
that  the provisions of this Section 2 and Sections 3 and  4  hereof  shall
thereafter  be  applicable  to  the Warrants (including, in the case of any
such  consolidation,  merger or sale  in  which  the  successor  entity  or
purchasing entity is other than the Company, an immediate adjustment of the
Exercise Price to the value  for the Common Stock reflected by the terms of
such  consolidation,  merger  or   sale,   and  a  corresponding  immediate
adjustment  in  the  number  of  shares  of  Common  Stock  acquirable  and
receivable upon exercise of the Warrants, if the value so reflected is less
than the Exercise Price in effect immediately  prior to such consolidation,
merger  or  sale).   The Company shall not effect any  such  consolidation,
merger or sale, unless  prior  to  the  consummation thereof, the successor
entity (if other than the Company) resulting  from  consolidation or merger
or the entity purchasing such assets assumes by written instrument (in form
and   substance  satisfactory  to  the  Registered  Holders   of   Warrants
representing a majority of the Common Stock obtainable upon exercise of all
of the  Warrants  then outstanding), the obligation to deliver to each such
holder such shares  of  stock,  securities or assets as, in accordance with
the foregoing provisions, such holder may be entitled to acquire.

          E.    CERTAIN  EVENTS.    If   any   event  occurs  of  the  type
contemplated by the provisions of this Section 2 but not expressly provided
for  by  such  provisions  (including  the granting of  stock  appreciation
rights, phantom stock rights or other rights  with  equity  features), then
the  Company's  board of directors shall make an appropriate adjustment  in
the Exercise Price and the number of shares of Common Stock obtainable upon
exercise of this  Warrant so as to protect the rights of the holders of the
Warrants; provided  that  no  such  adjustment  shall increase the Exercise
Price  or  decrease  the  number of shares of Common  Stock  obtainable  as
otherwise determined pursuant to this Section 2.

          F.    NOTICES.

          (i)  Immediately  upon  any adjustment of the Exercise Price, the
Company shall give written notice thereof to the Registered Holder, setting
forth  in  reasonable  detail  and  certifying   the  calculation  of  such
adjustment.

         (ii)  The  Company  shall give written notice  to  the  Registered
Holder at least 20 days prior  to  the date on which the Company closes its
books or takes a record (A) with respect  to  any  dividend or distribution
upon the Common Stock, (B) with respect to any pro rata  subscription offer
to  holders  of  Common  Stock or (C) for determining rights to  vote  with
respect to any Organic Change, dissolution or liquidation.

        (iii)  The Company shall also give written notice to the Registered
Holders at least 20 days prior  to  the  date  on which any Organic Change,
dissolution or liquidation shall take place.

          Section 3.  LIQUIDATING DIVIDENDS.  If  the  Company  declares or
pays a dividend upon the Common Stock payable otherwise than in cash out of
earnings  or  earned  surplus  (determined  in  accordance  with  generally
accepted  accounting  principles, consistently applied) except for a  stock
dividend payable in shares of Common Stock (a "Liquidating Dividend"), then
the Company shall pay to  the Registered Holder of this Warrant at the time
of payment thereof the Liquidating  Dividend  which would have been paid to
such  Registered Holder on the Common Stock had  this  Warrant  been  fully
exercised immediately prior to the date on which a record is taken for such
Liquidating  Dividend,  or, if no record is taken, the date as of which the
record holders of Common  Stock  entitled  to  such  dividends  are  to  be
determined.

          Section  4.  PURCHASE RIGHTS.  If at any time the Company grants,
issues or sells any  Options,  Convertible Securities or rights to purchase
stock,  warrants, securities or other  property  pro  rata  to  the  record
holders of  any  class  of  Common  Stock (the "Purchase Rights"), then the
Registered holder of this Warrant shall  be  entitled  to acquire, upon the
terms  applicable  to such Purchase Rights, the aggregate  Purchase  Rights
which such holder could have acquired if such holder had held the number of
shares of Common Stock  acquirable  upon  complete exercise of this Warrant
immediately  before the date on which a record  is  taken  for  the  grant,
issuance or sale  of  such Purchase Rights, or, if no such record is taken,
the  date  as of which the  record  holders  of  Common  Stock  are  to  be
determined for the grant, issue or sale of such Purchase Rights.

          Section  5.   DEFINITIONS.  The following terms have meanings set
forth below:

          "COMMON STOCK" means the Company's Common Stock, $.015 par value,
and except for purposes of  the  shares  obtainable  upon  exercise of this
Warrant, any capital stock of any class of the Company which is not limited
to  a  fixed  sum  or percentage of par or stated value in respect  to  the
rights of the holders  thereof  to  participate  in  dividends  or  in  the
distribution  of  assets upon any liquidation, dissolution or winding up of
the  Company;  provided  that  where  such  term  refers  to  the  security
receivable upon  exercise  of  this Warrant and there is a change such that
the securities issuable upon exercise  of  this  Warrant  are  issued by an
entity other than the Company or there is a change in the type or  class of
securities so issuable, the term "Common Stock" shall mean one share of the
security  issuable  upon  conversion  of  this  Warrant if such security is
issuable in shares, or shall mean the smallest unit  in which such security
is issuable if such security is not issuable in shares.

          "CONVERTIBLE SECURITIES" means any stock or  securities (directly
or indirectly) convertible into or exchangeable for Common Stock.

          "FUNDAMENTAL CHANGE" has the meaning set forth in the Amendment.

          "MARKET  PRICE"  means  as  to  any security the average  of  the
closing  prices  of  such  security's  sales  on  all  domestic  securities
exchanges on which such security may at the time  be  listed,  or, if there
have  been  no  sales on any such exchange on any day, the average  of  the
highest bid and lowest  asked  prices  on  all such exchanges at the end of
such day, or, if on any day such security is  not so listed, the average of
the representative bid and asked prices quoted  in  the NASDAQ System as of
4:00 P.M., New York time, on such day, or, if on any  day  such security is
not quoted in the NASDAQ System, the average of the highest  bid and lowest
asked  prices  on  such  day  in  the  domestic over-the-counter market  as
reported by the National Quotation Bureau,  Incorporated,  or  any  similar
successor organization, in each such case averaged over a period of 15 days
consisting  of  the day as of which "Market Price" is being determined  and
the 14 consecutive  business  days prior to such day; provided that if such
security is listed on any domestic  securities  exchange the term "business
days" as used in this sentence means business days  on  which such exchange
is  open for trading.  If at any time such security is not  listed  on  any
domestic securities exchange or quoted in the NASDAQ System or the domestic
over-the-counter market, the "Market Price" shall be the fair value thereof
determined  jointly  by  the Company and the Registered Holders of Warrants
representing a majority of  the  Common  Stock purchasable upon exercise of
all the Warrants then outstanding; provided that if such parties are unable
to reach agreement within a reasonable period  of  time,  such  fair  value
shall be determined by an appraiser jointly selected by the Company and the
Registered  Holders of Warrants representing a majority of the Common Stock
purchasable upon  exercise  of  all  the  Warrants  then  outstanding.  The
determination of such appraiser shall be final and binding  on  the Company
and  the  Registered Holders of the Warrants, and the fees and expenses  of
such appraiser shall be paid by the Company.

          "OPTIONS"  means  any  rights  or  options  to  subscribe  for or
purchase Common Stock or Convertible Securities.

          "PERSON"  means an individual, a partnership, a joint venture,  a
corporation,  a limited  liability  company,  a  trust,  an  unincorporated
organization and a government or any department or agency thereof.

          Other  capitalized  terms  used  in  this Warrant but not defined
herein shall have the meanings set forth in the Purchase Agreement.

          Section  6.  NO VOTING RIGHTS; LIMITATIONS  OF  LIABILITY.   This
Warrant shall not entitle  the  holder hereof to any voting rights or other
rights  as  a stockholder of the Company.   No  provision  hereof,  in  the
absence of affirmative  action  by the Registered Holder to purchase Common
Stock,  and no enumeration herein  of  the  rights  or  privileges  of  the
Registered  Holder  shall give rise to any liability of such holder for the
Exercise Price of Common  Stock  acquirable  by  exercise  hereof  or  as a
stockholder of the Company.

          Section  7.   WARRANT  TRANSFERABLE.   Subject  to  the  transfer
conditions referred to in the legend endorsed hereon, this Warrant and  all
rights  hereunder  are transferable, in whole or in part, without charge to
the Registered Holder,  upon  surrender  of  this  Warrant  with a properly
executed  Assignment  (in  the form of EXHIBIT II hereto) at the  principal
office of the Company.

          Section 8.  WARRANT  EXCHANGEABLE  FOR  DIFFERENT  DENOMINATIONS.
This  Warrant is exchangeable, upon the surrender hereof by the  Registered
Holder  at  the  principal  office of the Company, for new Warrants of like
tenor representing in the aggregate the purchase rights hereunder, and each
of such new Warrants shall represent  such  portion  of  such  rights as is
designated  by  the  Registered Holder at the time of such surrender.   The
date the Company initially  issues  this  Warrant shall be deemed to be the
"Date  of  Issuance"  hereof  regardless  of  the   number   of  times  new
certificates  representing  the  unexpired and unexercised rights  formerly
represented by this Warrant shall  be  issued.   All  Warrants representing
portions of the rights hereunder are referred to herein as the "Warrants."

          Section  9.   REPLACEMENT.   Upon receipt of evidence  reasonably
satisfactory to the Company (an affidavit of the Registered Holder shall be
satisfactory)  of  the  ownership  and  the  loss,  theft,  destruction  or
mutilation of any certificate evidencing this  Warrant,  and in the case of
any  such loss, theft or destruction, upon receipt of indemnity  reasonably
satisfactory  to  the  Company  (provided that if the holder is a financial
institution or other institutional  investor  its  own  agreement  shall be
satisfactory),  or,  in  the case of any such mutilation upon surrender  of
such certificate, the Company shall (at its expense) execute and deliver in
lieu of such certificate a  new  certificate  of like kind representing the
same  rights  represented  by  such  lost, stolen, destroyed  or  mutilated
certificate and dated the date of such lost, stolen, destroyed or mutilated
certificate.

          Section 10.  NOTICES.  Except  as  otherwise  expressly  provided
herein,  all  notices  referred  to  in  this  Warrant  shall  be  given in
accordance with paragraph 7L of the Purchase Agreement.

          Section  11.  AMENDMENT AND WAIVER.  Except as otherwise provided
herein, the provisions  of  the Warrants may be amended and the Company may
take any action herein prohibited,  or  omit  to  perform  any  act  herein
required  to  be  performed  by  it,  only  if the Company has obtained the
written  consent  of  the  Registered Holders of  Warrants  representing  a
majority of the shares of Common  Stock  obtainable  upon  exercise  of the
Warrants; provided that no such action may change the Exercise Price of the
Warrants or the number of shares or class of stock obtainable upon exercise
of  each  Warrant without the written consent of the Registered Holders  of
Warrants representing at least 66% of the shares of Common Stock obtainable
upon exercise of the Warrants.

          Section   12.    DESCRIPTIVE   HEADINGS;   GOVERNING   LAW.   The
descriptive headings of the several Sections and paragraphs of this Warrant
are  inserted  for  convenience  only and do not constitute a part of  this
Warrant.  The corporation laws of  the  State  of Delaware shall govern all
issues concerning the relative rights of the Company  and its Stockholders.
All other questions concerning the construction, validity,  enforcement and
interpretation of this Warrant shall be governed by the internal law of the
State of New York, without giving effect to any choice of law  or  conflict
of  law  provision  or  rule (whether of the State of New York or any other
jurisdictions)  that would  cause  the  application  of  the  laws  of  any
jurisdictions other than the State of New York.


                         *  *  *  *  *  *
<PAGE>


          IN WITNESS  WHEREOF,  the  Company  has caused this Warrant to be
signed  and attested by its duly authorized officers  under  its  corporate
seal and to be dated the Date of Issuance hereof.


                                   ACC CORP.


                                   By /s/ Michael R. Daley

                                   Its EVP and CFO

[Corporate Seal]

Attest:


/s/ Francis D.R. Coleman
Title:  Secretary
<PAGE>
                                                        EXHIBIT I

                        EXERCISE AGREEMENT

To:                                Dated:

          The  undersigned,  pursuant  to  the  provisions set forth in the
attached Warrant (Certificate No. CW-____), hereby  agrees to subscribe for
the purchase of ______ shares of the Common Stock covered  by  such Warrant
and makes payment herewith in full therefor at the price per share provided
by such Warrant.


                                   Signature ____________________

                                   Address ______________________


                                                       EXHIBIT II

                            ASSIGNMENT

          FOR VALUE RECEIVED, ______________________________ hereby  sells,
assigns  and  transfers  all  of  the  rights  of the undersigned under the
attached Warrant (Certificate No. CW-_____) with  respect  to the number of
shares of the Common Stock covered thereby set forth below, unto:

NAMES OF ASSIGNEE         ADDRESS            NO. OF SHARES





                                   Signature ____________________

                                             ____________________

                                   Witness   ____________________

