

                SECURITIES AND EXCHANGE COMMISSION

                      WASHINGTON, D.C.  20549

                             FORM 8-K

                          CURRENT REPORT


              Pursuant to Section 13 or 15(d) of the
                  Securities Exchange Act of 1934



Date of Report (Date of earliest event reported):  MAY 22, 1995


                             ACC CORP.
      (Exact Name of Registrant as specified in its Charter)

     DELAWARE           0-14567                 16-1175232
(State or other         (Commission             (IRS Employer
jurisdiction            File Number)           Identification No.)
of incorporation)

            400 WEST AVENUE, ROCHESTER, NEW YORK 14611
             (Address of Principal Executive Offices)

      Telephone Number, including area code:  (716) 987-3000

                        NOT APPLICABLE                  
(Former name or former address, if changed since last report.)

<PAGE>
ITEM 5. OTHER EVENTS.

     On  May  22, 1995, an  investment  group  composed  of  Fleet  Venture
Resources, Inc.,  Fleet Equity Partners VI, L.P., and Chisholm Partners II,
L.P.  (collectively   the   "Fleet   Investors")  completed  a  $10,000,000
investment in the Company by purchasing  $10,000,000 in principal amount of
the Company's 12% subordinated convertible  notes (the "Notes") and certain
warrants to acquire shares of the Company's Common Stock.   Pursuant to the
terms of the Note and Warrant Purchase Agreement under which the Notes were
purchased (the "Purchase Agreement"), if at their  Annual  Meeting  on July
19,  1995  the Company's shareholders authorize the creation of a class  of
Preferred Stock,  the  Notes  will  automatically  be converted into 10,000
shares  of  Series  A Preferred Stock upon the Company's  filing  with  the
Delaware Secretary of State of a Certificate of Designation authorizing the
issuance of this series  of Preferred Stock.  This Series A Preferred Stock
would have the following rights and preferences:

          (1)  a liquidation value of $1,000 per share;

          (2)  convertible into shares of Common Stock (Class A Common
     Stock, if this Proposal  4  is  approved  in  full) at an initial
     conversion  price  of  $16.00  per  share,  subject  to   certain
     antidilution adjustments;

          (3)   dividends  payable  at  the  rate  of  12%  per annum,
     cumulative   and   compounded  quarterly  and  extinguished  upon
     conversion  into shares of Common Stock;

          (4)  senior to  all  other  classes  and series of Preferred
     Stock  and  Common  Stock  as  to  the payment of  dividends  and
     redemptions, and upon liquidation at liquidation value, senior to
     all other classes of  the Company's capital stock;

          (5)  subject  to  mandatory  redemption   on   the   seventh
     anniversary  of the closing of the transaction at the greater  of
     liquidation value  (plus all accrued but unpaid dividends) or the
     then-fair market value  of the underlying Common Stock into which
     the  Series A Preferred Stock  is  convertible,  and  subject  to
     redemption  at  the greater of such amounts at the request of the
     holders of the Series  A Preferred Stock in the event of a change
     in control of the Company;

          (6) mandatory conversion  of  the  Series  A Preferred Stock
     into  shares  of  Common  Stock  upon  the occurrence of  certain
     events;

          (7)  the  Series  A  Preferred Stock will  vote  on  an  as-
     converted basis with the shares  of  Common  Stock outstanding on
     all  matters  to  be  voted  on  by  the  Company's shareholders,
     including  the  election  of Directors, and the  holders  of  the
     Series A Preferred Stock, voting  as  a  separate class, shall be
     entitled to elect one Director so long as  more  than  33% of the
     Series  A  Preferred  shares  issued  in  this transaction remain
     issued and outstanding;

          (8) so long as any shares of the Series  A  Preferred  Stock
     remain  outstanding, the Company will not be able to take any  of
     the following actions without obtaining the prior written consent
     of the holders  of  a  majority  of the Series A Preferred Stock:
     (a) declare dividends on any class  of  capital  stock other than
     the Series A Preferred Stock; (b) redeem any capital  stock other
     than  Series  A  Preferred  Stock; (c) make any amendment to  the
     Company's  Certificate  of Incorporation  or  Bylaws  that  would
     include or make any changes  to  any  anti-takeover provisions in
     the Company's Certificate of Incorporation  or  Bylaws;  (d) make
     any  amendment  to the Company's Certificate of Incorporation  or
     Bylaws that would  have an adverse effect on or impair the rights
     or relative priority  of  the  Series A Preferred Stock; (e) make
     any changes in the nature of the  Company's  business  beyond the
     telecommunications field; or (f) engage in any transactions  with
     affiliates (other than subsidiaries) (except for compensation and
     benefit  matters approved by the Executive Compensation Committee
     of the Company's  Board  or  other  transactions  approved  by an
     independent committee of the Board); and

          (9) preemptive rights to purchase, on an as-converted basis,
     a  pro-rata  portion of any issuance by the Company of any Common
     Stock or securities  containing  options  or  rights  to  acquire
     shares  of Common Stock, except for issuances of Common Stock  in
     connection  with  any  of  the following matters, in which events
     such preemptive rights would  not  apply:   (a)  option exercises
     under  any  stock option plans of the Company; (b) conversion  of
     the Notes or  the  Series A Preferred Stock into shares of Common
     Stock; (c) exercise  of  the warrants issued in this transaction;
     (d) an acquisition of another  business  or company; (e) a public
     offering  of securities registered under the  Securities  Act  of
     1933; (f) the  provision or extension of senior debt financing to
     the Company; or  (g)  strategic  investments by other entities in
     the telecommunications field.

     If the proposal to authorize the creation  of  Preferred  Stock is not
approved  by the shareholders, the Notes will remain outstanding  and  will
have and be  subject  to  the  Common  Stock  conversion  rights, mandatory
repayment  provisions, mandatory conversion provisions, rights  to  approve
certain transactions  and  preemptive  rights  which  are  the  same  as or
substantially  similar  to those applicable to the Series A Preferred Stock
as described in paragraphs (2), (5), (6), (8) and (9) above through May 22,
2002.  In addition, so long  as  more  than  33%  of the original principal
amount  of  the Notes remains outstanding, the Noteholders  will  have  the
right to designate a representative to be elected to the Company's Board of
Directors, whom  the Board will nominate for election to the Board and will
solicit  proxies  from   the   Company's  shareholders  in  favor  of  such
representative's election to the Board.

     At their present conversion price of $16.00 per share, the $10,000,000
in principal amount of the Notes  is convertible into 625,000 shares of the
Company's Common Stock, of which total  Fleet  Venture  Resources, Inc. has
the right to acquire 450,000 shares, Fleet Equity Partners VI, L.P. has the
right  to acquire 112,500 shares, and Chisholm Partners II,  L.P.  has  the
right to  acquire  62,500  shares.   Additionally,  at  the closing of this
transaction, the Company issued the Fleet Investors warrants  to purchase a
total of 100,000 shares of the Company's Common Stock at a current exercise
price of $16.00 per share, subject to adjustment, all of which warrants are
presently exercisable.  Of this total, Fleet Venture Resources,  Inc. holds
warrants  to  purchase 72,000 shares, Fleet Equity Partners VI, L.P.  holds
warrants to acquire  18,000  shares,  and  Chisholm Partners II, L.P. holds
warrants to acquire 10,000 shares.  Therefore,  at  present,  Fleet Venture
Resources, Inc. has the right to acquire a total of 522,000 shares  or 6.1%
of  the Company's currently outstanding Common Stock, Fleet Equity Partners
VI, L.P.  has the right to acquire a total of 130,500 shares or 1.5% of the
Company's currently  outstanding  Common  Stock,  and Chisholm Partners II,
L.P.  has the right to acquire a total of 72,500  shares  or  0.9%  of  the
Company's currently outstanding Common Stock.  At present, however, none of
these Notes  or  warrants  have been converted into shares of the Company's
Common Stock.

     Also in connection with  the  closing of this transaction, pursuant to
the terms of the Purchase Agreement,  Robert  M.  Van  Degna  was elected a
Director  of  the Company as the representative of the Noteholders  on  the
Company's Board.   As  indicated in its proxy materials for its 1995 Annual
Meeting, the Board of Directors  also intends to nominate Mr. Van Degna for
election  to the Board at the Company's  upcoming  Annual  Meeting  and  is
soliciting proxies in favor of his election to the Board.

     The material  agreements with respect to this transaction are attached
as exhibits to this filing.


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

     (c)  EXHIBITS.     See Exhibit Index.

<PAGE>

                            SIGNATURES

     Pursuant to the  requirements  of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report  to  be  signed on its behalf by
the undersigned thereunto duly authorized.

                                   ACC CORP.
                                   (Registrant)

Date:  June 22, 1995          By: /s/ John J. Zimmer
                              Title:  Vice President-Finance    


<PAGE>
                           EXHIBIT INDEX



Exhibit
NUMBER         DESCRIPTION

4-1       Note and Warrant Purchase Agreement, dated as of May 22, 1995, by
          and  among ACC Corp., Fleet Venture Resources, Inc., Fleet Equity
          Partners VI, L.P. and Chisholm Partners II, L.P.

4-2(a)    $7,200,000  ACC  Corp.  Convertible  Subordinated Promissory Note
          Issued to Fleet Venture Resources, Inc. on May 22, 1995

4-2(b)    $1,800,000  ACC  Corp. Convertible Subordinated  Promissory  Note
          Issued to Fleet Equity Partners VI, L.P. on May 22, 1995

4-2(c)    $1,000,000 ACC Corp.  Convertible  Subordinated  Promissory  Note
          Issued to Chisholm Partners II, L.P. on May 22, 1995

4-3(a)    Closing  Stock  Purchase Warrant to Purchase 72,000 Shares of ACC
          Corp. Common Stock Issued to Fleet Venture Resources, Inc. on May
          22, 1995

4-3(b)    Closing Stock Purchase  Warrant  to Purchase 18,000 Shares of ACC
          Corp. Common Stock Issued to Fleet  Equity  Partners  VI, L.P. on
          May 22, 1995

4-3(c)    Closing Stock Purchase Warrant to Purchase 10,000 Shares  of  ACC
          Corp.  Common  Stock  Issued to Chisholm Partners II, L.P. on May
          22, 1995

4-4       Form  of  Proposed  Amendment   to   ACC   Corp.  Certificate  of
        Incorporation

4-5       Form of Proposed Certificate of Designation  Regarding  Series  A
        Preferred Stock

4-6       Registration  Agreement  dated  May  22,  1995 between ACC Corp.,
          Fleet Venture Resources, Inc., Fleet Equity  Partners  VI,  L.P.,
          and Chisholm Partners II, L.P.

4-7       Participation  Agreement dated May 22, 1995 among Richard T. Aab,
          Fleet Venture Resources,  Inc.,  Fleet  Equity Partners VI, L.P.,
          Chisholm Partners II, L.P. and ACC Corp.

4-8(a)    Springing Stock Purchase Warrant to Purchase  Shares of ACC Corp.
          Common Stock Issued to Fleet Venture Resources,  Inc.  on May 22,
          1995

4-8(b)    Springing Stock Purchase Warrant to Purchase Shares of ACC  Corp.
          Common Stock Issued to Fleet Equity Partners VI, L.P. on May  22,
          1995

4-8(c)    Springing  Stock Purchase Warrant to Purchase Shares of ACC Corp.
          Common Stock Issued to Chisholm Partners II, L.P. on May 22, 1995

