
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                  ___________

                                  FORM 8-A/A
                             Amendment to Form 8-A

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR (g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


                              ACC CORP.

      (Exact name of registrant as specified in its charter)

      DELAWARE                                  16-1175232

(State of incorporation or organization)       (IRS Employer
                                               Identification No.)

      400 WEST AVENUE, ROCHESTER, NEW YORK             14611
(Address of principal executive offices)               (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:  None

      If  this  Form  relates to the registration of a class of debt securities
      and is effective  upon  filing  pursuant  to General Instruction A(c)(1),
      please check the following box.  [  ]

      If this Form relates to the registration of  a  class  of debt securities
      and  is  to become effective simultaneously with the effectiveness  of  a
      concurrent  registration  statement  under  the  Securities  Act  of 1933
      pursuant to General Instruction A(c)(2), please check the following  box.
      [  ]

Securities to be registered pursuant to Section 12(g) of the Act:

CLASS  A  COMMON  STOCK,  PAR  VALUE  $.015 PER SHARE (REDESIGNATION OF COMMON
STOCK)
                        (Title of Class)
<PAGE>
Item 1.     DESCRIPTION OF SECURITIES TO BE REGISTERED.

      The purpose of this filing is to  amend  the Form 8-A previously filed by
this Registrant (the "Company") with respect to  its  Common  Stock,  par value
$.015  per  share, to reflect the recent redesignation of such Common Stock  as
Class A Common  Stock,  par value $.015 per share.  This change was approved by
the Company's shareholders at their 1995 Annual Meeting, which was held on July
19, 1995.  This redesignation  was  part  of  Proposal  4 in the Company's 1995
Proxy  Statement,  which  Proposal  was approved in its entirety.   Proposal  4
provided that, if approved, the Company's Certificate of Incorporation would be
amended to authorize the issuance of   2,000,000 shares of Preferred Stock, par
value $1.00 per share, and of 25,000,000  shares  of  Class B non-voting Common
Stock, par value $.015 per share, and to redesignate the  previously-authorized
50,000,000  shares  of Common Stock, par value $.015 per share,  as  50,000,000
shares of Class A Common Stock, par value $.015 per share.

      As disclosed in  a Form 8-K filed by the Company on June 22, 1995, 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.

      Following the Company's 1995 Annual Meeting, pursuant to the terms of the
Note and Warrant Purchase Agreement under  which  the Notes were purchased, the
Notes were automatically converted into 10,000 shares  of  Series  A  Preferred
Stock, par value $1.00 per share, effective August 31, 1995,  the date on which
the  Company  filed  with  the  Delaware  Secretary  of  State a Certificate of
Designations authorizing the issuance of this series of Preferred  Stock.  This
Series A Preferred Stock has the following rights and preferences:

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

            (2)   convertible into shares of Class A Common Stock 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
      Class A 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  Class  A 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 Class A 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 Class A 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  Class A Common
      Stock  or  securities containing options or rights to acquire  shares  of
      Class A Common  Stock,  except  for  issuances of Class A 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  Class A 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.

      Therefore, subject to all of  the  preferences  and  rights  of  both the
Preferred  Stock  or  any  series  thereof and of the Class B non-voting Common
Stock at any time outstanding, all of  which  may be fixed by resolution of the
Company's Board of Directors:  (1) dividends can  continue  to  be  paid on the
Class  A  Common Stock as and when declared by the Company's Board of Directors
out of funds  legally available for the payment of such dividends; and (2) each
share of Class  A  Common  Stock continues to have one vote on all matters with
respect to which such stock is entitled to vote.  Subject to the foregoing, the
vote of the holders of a majority  of  the  shares  of  Class  A  Common  Stock
represented  at  a  meeting at which a quorum is present will be the act of the
shareholders' meeting  unless  the  vote of a greater number is required by law
and except that the vote of a plurality  of  the shares of Class A Common Stock
represented at a meeting at which a quorum is  present  is  sufficient to elect
members of the Board of Directors (other than the representative  of the Series
A  Preferred shareholders).  Cumulative voting in the election of Directors  is
not  permitted.   Holders  of  the  Company's  Class  A  Common  Stock  have no
preemptive  rights, nor are there any redemption rights provisions with respect
to the Company's  Class  A Common Stock.  Subject to all of the preferences and
rights of both the Preferred  Stock  or  any  series thereof and of the Class B
non-voting Common Stock at any time outstanding,  all  of which may be fixed by
resolution of the Company's Board of Directors, holders  of the Company's Class
A Common Stock shall be entitled to participate pro rata in any distribution of
the Company's assets upon liquidation.


Item 2. EXHIBITS.

      The following exhibits are filed herewith:

      1)    Proposal  4 to the Company's Proxy Statement for  its  1995  Annual
Meeting.

      2)    The Company's First Restated Certificate of Incorporation.

      3)    The Certificate  of  Designations filed with the Delaware Secretary
of State with respect to the issuance  of  10,000  shares of Series A Preferred
Stock, par value $1.00 per share.


                                   SIGNATURE

      Pursuant to the requirements of Section 12 of the Securities Exchange Act
of  1934,  the  Registrant has duly caused this registration  statement  to  be
signed on its behalf by the undersigned, thereunto duly authorized.


Dated:  November 13, 1995                 ACC CORP.


                                          By: /S/ JOHN J. ZIMMER

                                          Title: Vice President--Finance

<PAGE>
                                 EXHIBIT LIST

Exhibit
NUMBER          DESCRIPTION                                     LOCATION
1           Proposal 4 of Proxy Statement for ACC Corp.'s       Incorporated by
            1995 Annual Meeting                                 Reference to 
                                                                the Company's
                                                                definitive 
                                                                Proxy Statement 
                                                                filed in
                                                                connection with 
                                                                its 1995 Annual
                                                                Meeting.

2           ACC Corp.'s First Restated Certificate of           Filed herewith.
            Incorporation

3           ACC Corp.'s Certificate of Designations filed       Filed herewith.
            with respect to the issuance of 10,000 shares
            of Series A Preferred Stock, par value $1.00 per share.

