

                SECURITIES AND EXCHANGE COMMISSION

                      WASHINGTON, D.C.  20549

                            FORM 8-K/A

                        AMENDMENT NO. 1 TO
                          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.  Not required.

     (B)  PRO FORMA FINANCIAL INFORMATION.  Not required.    

     (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:  December 8, 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  Metrowide
          Communications Corporations Listed Therein.         



