
                          EXHIBIT 4-8(b)


          This Warrant was originally issued on May 22, 1995, and
          has  not  been  registered  under the Securities Act of
          1933,  as amended.  The transfer  of  this  Warrant  is
          subject  to  the  conditions  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. SW-2


          This Warrant is being issued  simultaneously with the issuance of
a Convertible Subordinated Promissory Note  issued  by  the  Company in the
principal  amount of $1,800,000 (the "Note"), to Fleet Equity Partners  VI,
L.P. pursuant  to  the  Note and Warrant Purchase Agreement dated as of May
22,  1995   (the "Purchase  Agreement"),  between  ACC  Corp.,  a  Delaware
corporation (the "Company"), and certain investors.

          For  value  received,  the  Company hereby grants to Fleet Equity
Partners VI, L.P. or its registered assigns  (the  "Registered Holder") the
right  to  purchase  from the Company after an Optional  Repayment  of  any
Subject Securities a number  of  shares of the Company's Common Stock equal
to the aggregate number of shares  of  Common  Stock  into which the Repaid
Securities were convertible as of the respective Repayment Dates thereof at
a  price per share equal to $16.00 (such price as adjusted  and  readjusted
from  time  to  time  in  accordance  with  Section 2 hereof, the "Exercise
Price").

          This Warrant is one of several Springing  Warrants  (collectively
referred  to  herein  as  the  "Warrants")  issued pursuant to the Purchase
Agreement, and 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 on and after the Repayment Date of the Repaid Securities to which such
rights relate to and including the  Scheduled  Repayment Date of the Repaid
Securities to which such purchase rights relate  up  to  and  including and
including the earlier of (i) the seventh anniversary of the Closing Date 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 Exercise Period 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 7 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 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 from time to time take all such action as may
be  necessary  to  assure that the par value of the unissued  Common  Stock
acquirable upon exercise  of  this Warrant is at all times equal to or less
than the Exercise Price.  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 Warrant.

          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 the 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  at  any  time on or after
the date this Warrant becomes exercisable 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 on or after the date
this Warrant becomes exercisable 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, par value $.015
and  any  capital  stock  of any class of the Company hereafter  authorized
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 (other
than Options) directly or indirectly convertible into  or  exchangeable for
Common Stock.

          "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 Non-Voting
Common 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.

          "OPTIONAL REPAYMENT" means a repayment of all  or  any portion of
the  Subject  Securities  pursuant  to  paragraph  4B  of the Amendment  or
paragraph 2(a) of the Notes, as applicable.

          "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.

          "REDEMPTION DATE" and "SCHEDULED REDEMPTION DATE"  shall have the
meanings set forth in the terms of the Series A Preferred in the  Amendment
and  shall  also  include,  respectively,  "Repayment  Date" and "Scheduled
Repayment Date", as defined in the Note.

          "REPAID  SECURITIES"  means  the aggregate amount  or  number  of
Subject  Securities  repaid  by  the  Company   pursuant  to  any  Optional
Repayment.

          "SUBJECT SECURITIES" means the Note and  the  Series  A Preferred
issued in respect of the Note.

          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; provided
that,  as  long as any Subject Securities remain outstanding, this  Warrant
shall  only  be  exchangeable  in  connection  with  the  exchange  of  the
certificate representing  such Subject Securities pursuant to the Company's
Certificate of Incorporation.   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 in writing  and
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
         Secretary
<PAGE>
                                                        EXHIBIT I

                        EXERCISE AGREEMENT

To:                                Dated:

          The undersigned, pursuant  to  the  provisions  set  forth in the
attached Warrant (Certificate No. SW-____), hereby agrees to subscribe  for
the  purchase  of  ______  shares  of the Non-Voting Common 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. SW-_____) with  respect  to the number of
shares of the Non-Voting Common covered thereby set forth below, unto:

NAMES OF ASSIGNEE          ADDRESS                  NO. OF SHARES





Dated:                          Signature _______________________

                                          _______________________

                                Witness   _______________________

