

                      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):  AUGUST 14, 1995.


                                   ACC CORP.


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


                  400 WEST AVENUE, ROCHESTER, NY 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 2.    ACQUISITION OR DISPOSITION OF ASSETS.

      On  August  14,  1995,  the  Registrant,  through  its 70% owned Canadian
subsidiary, ACC TelEnterprises Ltd. ("ACL"), purchased all  of  the  issued and
outstanding shares of capital stock of four affiliated privately-held  Canadian
corporations  operating  under the business name of "Metrowide Communications,"
pursuant to the terms of a  Share  Purchase Agreement ("Agreement") between ACL
and the shareholders of the Metrowide  Communications  corporations dated as of
August 1, 1995.

      The Metrowide Communications corporations are rebillers of local and long
distance telecommunications services in the Province of  Ontario,  Canada  that
purchase  both  local  service  and long distance service capacity from various
providers  of such services, including  ACL,  and  repackage  and  resell  such
services primarily  in  the  Toronto,  Ontario area.  ACL is one of the largest
non-facilities based telecommunications  carriers  in  Canada  and  intends  to
continue to offer and to expand upon the telecommunications services offered by
the Metrowide Communications corporations.

      ACL  is  paying  a  total  purchase  price  of C$6,000,000 (approximately
U.S.$4,380,000)   for  all  of  these  shares.   Of  this  total,   C$2,000,000
(approximately U.S.$1,460,000)  was  paid at the closing of this transaction on
August 14, 1995, and the remaining C$4,000,000  (approximately  U.S.$2,920,000)
will be paid in installments through August 1, 1996.  This purchase  price  was
determined  on  the  basis  of  arms-length  negotiations  between  ACL and the
shareholders of the Metrowide Communications corporations.

      Except   for  arms-length  transactions  between  the  various  Metrowide
Communications corporations  and  ACL and its affiliates in the ordinary course
of business, none of the Metrowide Communications corporations nor any of their
respective  officers  or directors have  any  material  relationship  with  the
Registrant, any of the  Registrant's affiliates, any Director or officer of the
Registrant, or any associate of such Director or officer.

      The purchase price  for this acquisition has been and will be paid out of
ACL's operating cash flow.


ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS.

      (A)   FINANCIAL STATEMENTS  OF  BUSINESS  ACQUIRED.   The Registrant will
file such financial statements as may be required by this paragraph  within  60
days  following  the  filing  date of this Report, in accordance with paragraph
(a)(4) of this Item 7.

      (B)   PRO FORMA FINANCIAL  INFORMATION.   The  Registrant  will file such
financial  statements  as  may  be  required  by this paragraph within 60  days
following the filing date of this Report, in accordance  with  paragraph (a)(4)
of this Item 7.

      (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:  October 27, 1995             By:  /S/ SHARON L. BARNES
                                          Sharon L. Barnes, Controller
<PAGE>
                                 EXHIBIT INDEX



EXHIBIT
NUMBER                  DESCRIPTION

 2-1        Share Purchase Agreement, dated as  of  August 1, 1995, between ACC
TelEnterprises   Ltd.  and  the  Shareholders  of  the  MetrowideCommunications
Corporations Listed  Therein.   [Note:  This Exhibit isthe subject of a Request
for Confidential Treatment before the SEC.]

