
                            EXHIBIT 4-4

   PROPOSED AMENDMENT TO ACC CORP. CERTIFICATE OF INCORPORATION
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                           ARTICLE FOUR

     The  total  number of shares of stock which the Corporation shall have
authority  to issue  is  77,000,000  shares,  divided  into  the  following
classes:  (1)  50,000,000 shares shall be Class A Common Stock having a par
value of $.015 per  share;  (2)  25,000,000  shares shall be Class B Common
Stock having a par value of $.015 per share; and (3) 2,000,000 shares shall
be Preferred Stock having a par value of $1.00 per share.  The following is
a statement of the designations of the authorized  classes  of stock or any
series  thereof,  and  the powers, preferences and relative, participating,
optional  or  other  special  rights  and  qualifications,  limitations  or
restrictions thereof,  or of the authority of the Board of Directors to fix
by resolution(s) such designations and other terms:

CLASS A COMMON STOCK

     Subject to all of the  preferences  and  rights  of both the Preferred
Stock or a series thereof and of the Class B Common Stock, all of which may
be fixed by resolution(s) of the Board of Directors, (i)  dividends  may be
paid on the Class A Common Stock of the Corporation as and when declared by
the  Board  of Directors, out of funds of the Corporation legally available
for the payment  of  such  dividends, and (ii) each share of Class A Common
Stock shall be entitled to one  vote  on all matters on which such stock is
entitled to vote.  The 50,000,000 shares  of  Common Stock, par value $.015
per  share,  previously  authorized  for  issuance  hereunder   are  hereby
redesignated  as  50,000,000  shares  of  Class  A  Common  Stock,  and all
references  in this Certificate of Incorporation to Common Stock are hereby
changed to refer to Class A Common Stock.

CLASS B COMMON STOCK

     Subject to all of the preferences and rights of the Preferred Stock or
a series thereof  that  may  be  fixed  by  resolution(s)  of  the Board of
Directors,  the  Class  B  Common  Stock  shall  have such preferences  and
relative,   participating,   optional   or   other  special   rights,   and
qualifications,   limitations  or  restrictions  thereof,   as   shall   be
established in the  resolution(s)  providing for the issuance of such stock
adopted by the Board of Directors, EXCEPT THAT the shares of Class B Common
Stock shall not be entitled to vote  on  any  matters  brought  before  the
stockholders  of  the  Corporation,  nor  shall  the holders of the Class B
Common Stock be entitled to vote as a class upon any  proposed  increase or
decrease  in  the  aggregate number of authorized shares of Class B  Common
Stock.

PREFERRED STOCK

     The shares of Preferred  Stock  may be issued from time to time in one
or more series.  The Board of Directors  is  expressly authorized to fix by
resolution(s) the designation of each series of  Preferred  Stock  and  the
powers,  preferences and relative, participating, optional or other special
rights and  qualifications, limitations or restrictions thereof, including,
without limitation,  such  provisions  as  may  be  desired  concerning the
dividend  rights,  the  dividend rate, conversion rate, conversion  rights,
voting  rights, rights in  terms  of  redemption  (including  sinking  fund
provisions),  the  redemption  price or prices, the liquidation preferences
and such other subjects or matters  as may be fixed by resolution(s) of the
Board of Directors under the General  Corporation  Law  of Delaware; and to
fix the number of shares constituting any such series, and  to  increase or
decrease the number of shares of any such series (but not below the  number
of  shares  of  any  such  series then outstanding).  In the event that the
number of shares of any such  series  shall  be  so  decreased,  the shares
constituting  such decrease shall resume the status that they had prior  to
the adoption of the resolution(s) originally fixing the number of shares of
such series.  All  Preferred Stock of the same series shall be identical in
all respects, except  for  the dates from which dividends, if any, shall be
cumulative.
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