
                                   Exhibit 2

                  FIRST RESTATED CERTIFICATE OF INCORPORATION

                                      OF

                                   ACC CORP.



      ACC  CORP.,  a  corporation  organized and existing under the laws of the

State of Delaware, hereby certifies as follows:

      1.    The name of the corporation  is ACC Corp.  ACC Corp. was originally

incorporated under the same name, and the original Certificate of Incorporation

of  the Corporation was filed with the Secretary  of  State  of  the  State  of

Delaware on April 9, 1987.

      2.    Pursuant to Section 245 of the General Corporation Law of the State

of Delaware, this First Restated Certificate of Incorporation only restates and

integrates  and  does  not  further  amend the provisions of the Certificate of

Incorporation of this Corporation as heretofore  amended  or  supplemented, and

there  is  no discrepancy between those provisions and the provisions  of  this

First Restated Certificate of Incorporation.

      3.    This  First  Restated Certificate of Incorporation was duly adopted

by the Board of Directors  of  this Corporation at a meeting held on August 17,

1995,  in  accordance  with  the provisions  of  Section  245  of  the  General

Corporation Law of the State of Delaware.

      4.    The text of the First  Restated  Certificate of Incorporation is as

follows:

<PAGE>
                  FIRST RESTATED CERTIFICATE OF INCORPORATION

                                 OF ACC CORP.

                           (a Delaware corporation)


                                  ARTICLE ONE

       The name of the Corporation is ACC CORP.


                                  ARTICLE TWO

      The address of the registered office of  the  Corporation in the State of
Delaware is 1209 Orange Street in the City of Wilmington, County of New Castle.
The  name of the registered agent of the Corporation at  such  address  is  The
Corporation Trust Company.


                                 ARTICLE THREE

      The purpose of the Corporation is to engage in any lawful act or activity
for which  corporations  may  be organized under the General Corporation Law of
the State of Delaware.


                                 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.


                                 ARTICLE FIVE

      The business and affairs of the Corporation shall be managed by its Board
of Directors which shall consist of not less than  three  persons.   The  exact
number  of  Directors  shall  be  fixed  from time to time by, or in the manner
provided in, the By-laws of the Corporation and may be increased or
decreased  as therein provided.  Directors  of  the  Corporation  need  not  be
elected by ballot  unless  required  by the By-laws.  The Board of Directors is
authorized to adopt, alter, amend or repeal  the  By-laws, subject to the right
of the stockholders to adopt, alter, amend or repeal  By-laws made by the Board
of Directors; PROVIDED, HOWEVER, that By-laws shall not  be  adopted,  altered,
amended  or repealed by the stockholders except by the affirmative vote of  the
holders of  at  least 80% of the issued and outstanding Class A Common Stock of
the Corporation.



                                  ARTICLE SIX

      Action shall  be  taken  by  stockholders of the Corporation only at duly
called annual or special meetings of  stockholders and stockholders may not act
by written consent.  Special meetings of stockholders of the Corporation may be
called  only by the Chairman of the Board,  the  President,  or  the  Board  of
Directors pursuant to a resolution approved by a majority of the entire Board.


                                 ARTICLE SEVEN

                                   SECTION 1

      A Director  of  the  Corporation  shall  not  be personally liable to the
Corporation or its stockholders for monetary damages  for  breach  of fiduciary
duty  as  a Director, except for liability (i) for any breach of the Director's
duty of loyalty  to  the  Corporation  or  its  stockholders,  (ii) for acts or
omissions  not  in  good  faith  or which involve intentional misconduct  or  a
knowing violation of law, (iii) under  Section  174  of  the  Delaware  General
Corporation  Law,  or  (iv) for any transaction from which the Director derived
any improper personal benefit.   If  the  Delaware  General  Corporation Law is
amended  after  approval  by  the  stockholders  of  this Article to  authorize
corporate  action  further  eliminating or limiting the personal  liability  of
Directors, then the liability  of  a  Director  of  the  Corporation  shall  be
eliminated or limited to the fullest extent permitted by the Delaware General
Corporation Law, as so amended.

      Any repeal or modification of the foregoing paragraph by the stockholders
of  the  Corporation  shall  not  adversely affect any right or protection of a
Director  of  the  Corporation  existing   at   the  time  of  such  repeal  or
modification.

                                   SECTION 2

      (a)  RIGHT TO INDEMNIFICATION.  Each person who was or is made a party or
is threatened to be made a party to or is otherwise  involved  in  any  action,
suit  or  proceeding,  whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"),  by reason of the fact that he or she is or was a
Director, officer or employee of  the  Corporation  or is or was serving at the
request of the Corporation as a Director, officer, employee or agent of another
corporation  or  of a partnership, joint venture, trust  or  other  enterprise,
including service  with  respect  to  employee  benefit  plans  (hereinafter an
"indemnitee"),  whether  the basis of such proceeding is alleged action  in  an
official capacity as a Director,  officer,  employee  or  agent or in any other
capacity  while  serving as a Director, officer, employee or  agent,  shall  be
indemnified  and held  harmless  by  the  Corporation  to  the  fullest  extent
authorized by  the  Delaware General Corporation Law, as the same exists or may
hereafter be amended  (but,  in  the  case  of  any such amendment, only to the
extent  that  such  amendment  permits  the  Corporation   to  provide  broader
indemnification rights than such law permitted the Corporation to provide prior
to such amendment), against all expense, liability and loss,  including without
limitation attorneys' fees, judgments, fines, ERISA excise taxes  or  penalties
and  amounts  paid  in  settlement,  reasonably  incurred  or  suffered by such
indemnitee in connection therewith and such indemnification shall  continue  as
to  an  indemnitee  who has ceased to be a Director, officer, employee or agent
and  shall inure to the  benefit  of  the  indemnitee's  heirs,  executors  and
administrators;  PROVIDED,  HOWEVER,  that, except as provided in Paragraph (b)
hereof with respect to proceedings to enforce  rights  to  indemnification, the
Corporation  shall  indemnify  any  such  indemnitee  in  connection   with   a
proceeding,  or  part  thereof,  initiated  by  such  indemnitee  only  if such
proceeding,  or  part thereof, was authorized by the Board of Directors of  the
Corporation.  The right to indemnification conferred in this Section shall be a
contract right and  shall  include  the right to be paid by the Corporation the
expenses incurred in defending any such  proceeding  in  advance  of  its final
disposition  (hereinafter  an  "advancement  of  expenses"); PROVIDED, HOWEVER,
that,  if  the  Delaware General Corporation Law requires,  an  advancement  of
expenses incurred  by  an  indemnitee  in  his or her capacity as a Director or
officer (and not in any other capacity in which  service  was or is rendered by
such indemnitee, including without limitation, service to an  employee  benefit
plan) shall be made only upon delivery to the Corporation of an undertaking, by
or  on  behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately  be  determined by the Court of Chancery of the State of Delaware or
the court in which  such  proceeding  is  brought,  that such indemnitee is not
entitled to be indemnified for such expenses under this  Section  or  otherwise
(hereinafter an "undertaking').

      (b)   RIGHT OF INDEMNITEE TO BRING SUIT.  If a claim under Paragraph  (a)
of this Section  is not paid in full by the Corporation within sixty days after
a written claim has  been  received by the Corporation, except in the case of a
claim for an advancement of expenses, in which case the applicable period shall
be twenty days, the indemnitee  may  at  any time thereafter bring suit against
the Corporation to recover the unpaid amount  of  the  claim.  If successful in
whole or in part in any such suit or in a suit brought by  the  Corporation  to
recover an advancement of expenses pursuant to the terms of an undertaking, the
indemnitee  shall  be  entitled  to  be paid also the expense of prosecuting or
defending such suit.  In (i) any suit  brought  by  the indemnitee to enforce a
right to indemnification hereunder (but not in a suit brought by the indemnitee
to enforce a right to an advancement of expenses) it  shall  be  a defense, and
(ii)  in  any  suit  by  the  Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking,  the  Corporation shall be entitled to
recover such expenses upon an adjudication by the  Court  of  Chancery  of  the
State  of  Delaware  or  the  court  in  which  such  suit is brought, that the
indemnitee  has not met the applicable standard of conduct  set  forth  in  the
Delaware General  Corporation  Law.   Neither  the  failure  of the Corporation
(including  its  Board  of  Directors,  independent  legal  counsel,   or   its
stockholders)  to  have  made a determination prior to the commencement of such
suit that indemnification  of  the  indemnitee  is  proper in the circumstances
because the indemnitee has met the applicable standard  of conduct set forth in
the  Delaware  General  Corporation  Law,  nor an actual determination  by  the
Corporation (including its Board of Directors,  independent  legal  counsel, or
its  stockholders) that the indemnitee has not met such applicable standard  of
conduct,  shall  create  a  presumption  that  the  indemnitee  has not met the
applicable  standard of conduct or, in the case of such a suit brought  by  the
indemnitee, be  a  defense to such suit.  In any suit brought by the indemnitee
to enforce a right hereunder,  or  by the Corporation to recover an advancement
of expenses pursuant to the terms of an undertaking, the burden of proving that
the indemnitee is not entitled to be  indemnified  or  to  such  advancement of
expenses under this Section or otherwise shall be on the Corporation.

      (c)   NON-EXCLUSIVITY OF RIGHTS.  The rights to indemnification  and  the
advancement of expenses conferred in this Section shall not be exclusive of any
other right which  any  person may have or hereafter acquire under any statute,
this Certificate of Incorporation,  by-law,  agreement, vote of stockholders or
disinterested Directors or otherwise.

      (d)  INSURANCE.  The Corporation may maintain  insurance, at its expense,
to  protect  itself  and  any  Director,  officer, employee  or  agent  of  the
Corporation or another corporation, partnership,  joint venture, trust or other
enterprise  against  any  expense,  liability  or  loss,  whether  or  not  the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

      (e)  INDEMNIFICATION OF AGENTS OF THE CORPORATION.   The Corporation may,
to  the  extent  authorized from time to time by the Board of Directors,  grant
rights to indemnification,  and to the advancement of expenses, to any agent of
the Corporation to the fullest  extent  of  the provisions of this Section with
respect  to  the  indemnification and advancement  of  expenses  of  Directors,
officers and employees of the Corporation.


                                 ARTICLE EIGHT

                                   SECTION 1

      Notwithstanding  anything  contained in this Certificate of Incorporation
to the contrary, the affirmative vote  of  the  holders  of at least 80% of the
issued  and  outstanding  Class  A  Common  Stock of the Corporation  shall  be
required  to  alter, amend, adopt any provision  inconsistent  with  or  repeal
Articles Five,  Six,  Seven  and  this  Section  1  of  Article  Eight  of this
Certificate of Incorporation in any respect.

                                   SECTION 2

      Except  as  otherwise provided in this Certificate of Incorporation,  the
Corporation reserves  the  right  at  any  time and from time to time to amend,
alter or repeal any provision contained in this Certificate of Incorporation in
the manner now or as hereafter prescribed by  law,  and all rights, preferences
and  privileges  conferred upon stockholders, Directors  and  officers  by  and
pursuant to this Certificate  of  Incorporation  in  its  present  form  or  as
hereafter amended are subject to the right reserved in this Section.

<PAGE>
      IN  WITNESS  WHEREOF,  this  Corporation  has  caused this First Restated

Certificate  of Incorporation to be duly executed by Arunas  A.  Chesonis,  its

President and  Chief  Operating Officer, and attested by Francis D. R. Coleman,

its Secretary, this 28th day of August,1995.

                                          ACC CORP.


                                          By:__/s/ Arunas A. Chesonis
                                                Arunas A. Chesonis
                                                 President  and Chief Operating
Officer

Attest:  /s/ Francis D.R. Coleman
___________________________________
Francis D. R. Coleman, Secretary

