
FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996 OR

( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO _______


Commission file number 0-14567

                                    ACC CORP.
              (Exact name of registrant as specified in its charter)


                   Delaware                           16-1175232
      (State or other jurisdiction of              (I.R.S. Employer 
      incorporation or organization)              Identification No.)


                   400 West Avenue, Rochester, New York  14611
                     (Address of principal executive offices)


                                  (716) 987-3000
               (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

                              Yes    X              No          

As of April 16, 1996, the Registrant had issued and outstanding 8,104,026
shares of its Class A Common Stock, par value $.015 per share, and 10,000
shares of its Series A Preferred Stock.

The Index of Exhibits filed with this Report is found at Page 20.

<PAGE>
PART I.  FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

<TABLE>
                        ACC CORP. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF OPERATIONS
                              (UNAUDITED)
         (Amounts in thousands, except share and per share data)

<CAPTION>
                                             Three months ended
                                                  March 31,
                                              1996          1995
                                           __________    __________

<S>                                        <C>           <C>
Revenue:
   Toll revenue                            $   61,538    $   37,366
   Leased lines and other                       5,317         2,342
                                           __________    __________

                                               66,855        39,708

Network costs                                  41,608        24,745
                                          ___________    __________

Gross profit                                   25,247        14,963

Other operating expenses:
  Depreciation and amortization                 3,619         2,532
  Selling, general and administrative          18,637        12,877
                                          ___________    __________

                                               22,256        15,409
                                          ___________    __________

Income (loss) from operations                   2,991          (446)

Other income (expense):
  Interest                                     (1,524)         (918)
  Foreign exchange gain (loss)                     12           (30)
                                          ___________    __________

                                               (1,512)         (948)
                                          ___________    __________

Income (loss) before provision for
  income taxes and minority interest            1,479        (1,394)

Provision for income taxes                        324           270
                                          ___________    __________

Income (loss) before minority
  interest                                      1,155        (1,664)

Minority interest in (income)
 loss of consolidated subsidiary                 (299)           10
                                          ___________    __________

Net income (loss)                                 856        (1,654)
Less Series A preferred stock
  dividend                                       (299)          -
Less Series A preferred stock
  accretion                                      (209)          -
                                          ___________    __________

Income (loss) applicable to
  common stock                            $       348    $   (1,654)
                                          ===========    ==========

Net income (loss) per common
  & common equivalent share               $      0.04    $    (0.23) 
                                          ===========    ==========
Average number of common
 and common equivalent shares               8,533,635     7,085,727
                                          ===========    ==========
</TABLE>
<PAGE>

<TABLE>
                         ACC CORP. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS
                  (Amounts in thousands, except share data)

<CAPTION>
                                               March 31,     December 31,
                                                 1996           1995
                                              ___________    ___________
                                              (unaudited)
<S>                                             <C>           <C>

Current assets:
 Cash and cash equivalents                      $   1,389     $      518
 Accounts receivable, net of allowance
  for doubtful accounts of $2,700 in
  1996 and $2,085 in 1995                          41,458         38,978
 Other receivables                                  2,254          3,965
 Prepaid expenses and other assets                  2,782          2,265
                                              ___________    ___________

  Total current assets                             47,883         45,726
                                              ___________    ___________


Property, plant and equipment:
 At cost                                           88,946         83,623
 Less-accumulated depreciation and
  amortization                                    (29,376)       (26,932)
                                              ___________    ___________

                                                   59,570         56,691
                                              ___________    ___________


Other assets:
 Goodwill and customer base, net                   13,552         14,072
 Deferred installation costs, net                   3,539          3,310
 Other                                              4,206          4,185
                                              ___________    ___________

                                                   21,297         21,567
                                              ___________    ___________



  Total assets                                 $  128,750     $  123,984
                                              ===========    ===========


Current liabilities:
 Notes payable                                 $      695     $    1,966
 Current maturities of
  long-term debt                                    2,786          2,919
 Accounts payable                                   8,900          7,340
 Accrued network costs                             27,769         28,192
 Other accrued expenses                            13,683         15,657
                                              ___________    ___________

   Total current liabilities                       53,833         56,074
                                              ___________    ___________ 

Deferred income taxes                               2,317          2,577
                                              ___________    ___________

Long-term debt                                     31,719         28,050
                                              ___________    ___________

Redeemable Series A Preferred
Stock, $1.00 par value, $1,000
liquidation value, cumulative,
convertible, Authorized - 10,000
shares; Issued - 10,000 shares                      9,956          9,448
                                              ___________    ___________

Minority interest                                   1,740          1,428
                                              ___________    ___________

Shareholders' equity:
 Preferred Stock, $1.00 par value,
 Authorized - 1,990,000 shares;
 Issued - no shares                                  -              -
 Class A Common Stock, $.015 par value
  Authorized - 50,000,000 shares;
  Issued - 8,829,666 in 1996 and
  8,617,259  in 1995                                  132            129
 Class B Common Stock, $.015 par value,
  Authorized - 25,000,000 shares;
  Issued - no shares                                 -              -
 Capital in excess of par value                    34,832         32,911
 Cumulative translation adjustment                   (950)          (950)
 Retained earnings (deficit)                       (3,219)        (4,073)
                                             ____________    ___________

                                                   30,795         28,017
Less-
 Treasury stock, at cost (726,589
   shares)                                         (1,610)        (1,610)
                                             ____________    ___________

    Total shareholders' equity                     29,185         26,407
                                             ____________    ___________

    Total liabilities and
    shareholders' equity                       $  128,750     $  123,984
                                             ============    ===========
</TABLE>
<PAGE>

<TABLE>
                          ACC CORP AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (UNAUDITED)
                            (Amounts in 000's)
<CAPTION>
                                              FOR THE THREE MONTHS ENDED
                                                      MARCH 31,
                                                  1996          1995
                                             __________     ____________
<S>                                          <C>            <C>
Cash flows from operating activities:
 Net income (loss)                           $      856     $     (1,654)
                                             __________     ____________
 Adjustments to reconcile net income
  (loss) to net cash provided by operating
  activities:
   Depreciation and amortization                  3,619            2,532
   Deferred income taxes                           (260)             250
   Minority interest in income (loss)
   of consolidated subsidiary                       299              (10)
   Unrealized foreign exchange loss (gain)           59               (6)
   (Increase) decrease in assets:
      Accounts receivable, net                   (2,604)          (1,816)
      Other receivables                           1,710              470
      Prepaid and other assets                     (523)            (483)
      Deferred installation costs                  (675)            (630)
      Other                                        (169)              (5)
   Increase (decrease) in liabilities:
      Accounts payable                            1,594           (1,541)
      Accrued network costs                        (257)           1,527
      Other accrued expenses                     (1,913)             198
                                             __________      ___________

        Net cash provided by (used in)
        operating activities                      1,736           (1,168)
                                             __________      ___________

Cash flows from investing activities:
  Capital expenditures, net                      (5,625)          (1,845)
                                             __________      ___________

        Net cash used in investing
        activities                               (5,625)          (1,845)
                                             __________      ___________

Cash flows from financing activities:
  Borrowings under lines of credit               11,850           11,358
  Repayments under lines of credit               (7,350)          (9,846)
  Repayment of notes payable                     (1,293)            -
  Repayment of long-term debt                      (852)            (335)
  Proceeds from issuance of common
   stock                                          2,446            1,442
  Dividends paid                                   -                (208)
                                             __________      ___________

        Net cash provided by
         financing activities                     4,801            2,411

Effect of exchange rate changes
  on cash                                           (41)            (338)
                                             __________      ___________

Net increase in cash                                871             (940)

Cash and cash equivalents at
  beginning of period                               518            1,021
                                             __________      ___________

Cash and cash equivalents at
  end of period                                  $1,389              $81
                                             ==========      ===========

Supplemental disclosures of cash
  flow information:
Cash paid during the period for:
  Interest                                         $896             $942
                                             ==========      ===========
  Income taxes                                     $583           -
                                             ==========      ===========

Supplemental schedule of noncash
  investing activities:

  Equipment purchased through
    capital lease                                 -                  $55
                                             ==========      ===========

Supplemental schedule of noncash
  financing activities:

  Sale of common stock ($6,600
    received in April, 1995)                      -               $6,840
                                             ==========      ===========
</TABLE>
<PAGE>

                            ACC CORP. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                                 March 31, 1996


1.   Statement of Management

     The condensed financial statements of ACC Corp. and subsidiaries ("the
Company") included herein have been prepared by the Company, without audit,
pursuant to the rules and regulations of the Securities and Exchange
Commission.  Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules
and regulations, although the Company believes that the disclosures are
adequate to make the information presented not misleading.  It is suggested
that these condensed financial statements be read in conjunction with the
financial statements and the notes thereto included in the Company's latest
Annual Report on Form 10-K.

          The interim financial statements contained herein reflect all
adjustments of a normal recurring nature which are, in the opinion of
management, necessary to a fair statement of the results of operations for
the interim periods presented.

2.   Form 10-K

     Reference is made to the following footnotes included in the Company's
1995 Annual Report on Form 10-K:

          Principles of Consolidation
          Sale of Subsidiary Stock
          Toll Revenue
          Other Receivables
          Property, Plant and Equipment
          Deferred Installation Cost
          Goodwill and Customer Base
          Common and Common Equivalent Shares
          Foreign Currency Translation
          Income Taxes
          Cash Equivalents and Restricted Cash
          Derivative Financial Instruments
          Use of Estimates
          Reclassifications
          Operating Information
          Discontinued Operations
          Asset Write-down
          Equal Access Cost
          Debt
          Senior Credit Facility and Lines of Credit
          Income Taxes
          Redeemable Preferred Stock
          Equity
          Private Placement
          Employee Long Term Incentive Plan
          Employee Stock  Plan
          Treasury Stock
          Commitments and Contingencies
          Operating Leases
          Employment and Other Agreements
          Purchase Commitment
          Defined Contribution Plans
          Annual Incentive Plan
          Legal Matters
          Geographic Area Information
          Related Party Transactions
          Subsequent Events

3.   Net Income Per Share

     Net income per common and common equivalent share is computed on the
basis of the weighted average number of common and common equivalent shares
outstanding during the period and net income reduced by preferred dividends
and accredited costs.  The average number of shares outstanding is computed
as follows:

<TABLE>
<CAPTION>
                                      For the Three Months Ended March 31,
                                      ____________________________________

Average Number Outstanding:                1996                1995
                                          ______              ______

<S>                                      <C>                 <C>
Common Shares                            7,975,350           6,932,453
Common Equivalent Shares                   558,285             153,274
                                         _________           _________   
                                         
          TOTAL                          8,533,635           7,085,727

<FN>
Fully diluted income per share amounts are not presented for either period
because inclusion of these amounts would be anti-dilutive.
</TABLE>


4.   SFAS No. 123

     The Company is required to adopt SFAS No. 123, "Accounting for Stock-
Based Compensation" in 1996.  This Statement encourages entities to adopt a
fair value based method of accounting for employee stock option plans
(whereby compensation cost is measured at the grant date based on the value
of the award and is recognized over the employee service period) rather than
the current intrinsic value based method of accounting (whereby compensation
cost is measured at the grant date as the difference between market value and
the price for the employee to acquire the stock).  If the Company elects to
continue using the intrinsic value method accounting, pro forma disclosures
of net income and earnings per share, as if the fair value based method of
accounting had applied, will need to be disclosed.  Management has not
decided if the Company will adopt the fair value based method of accounting
for the Company's stock option plans.  The Company believes the adopting the
fair value basis of accounting could have a material impact on the financial
statements and such impact is dependent upon future stock option activity.


Item 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


     The following discussion includes certain forward-looking statements. 
Such forward-looking statements are subject to material risks and
uncertainties and other factors.  For a discussion of material risks and
uncertainties and other factors that could cause actual results to differ
materially from the forward-looking statements, see "Recent Losses; Potential
Fluctuations in Operating Results," "Substantial Indebtedness; Need for
Additional Capital," "Dependence on Transmission Facilities-Based Carriers
and Suppliers," "Potential Adverse Effects of Regulation," "Increasing
Domestic and International Competition," "Risks of Growth and Expansion,"
"Risks Associated with International Operations," "Dependence on Effective
Information Systems," "Risks Associated With Acquisitions, Investments and
Strategic Alliances," "Technological Changes May Adversely Affect
Competitiveness and Financial Results," "Dependence on Key Personnel," "Risks
Associated with Financing Arrangements; Dividend Restrictions," "Holding
Company Structure; Reliance on Subsidiaries for Dividends,"  "Potential
Volatility of Stock Price" and "Risks Associated with Derivative Financial
Instruments" included under the caption "Company Risk Factors" in
Exhibit 99.1 hereto, which is incorporated by reference herein, and the
Company's periodic reports and other documents filed with the Securities and
Exchange Commission.

     As used herein, unless the context otherwise requires, the "Company" and
"ACC" refer to ACC Corp. and its subsidiaries, including ACC Long Distance
Corp. ("ACC U.S."), ACC TelEnterprises Ltd., the Company's approximately 70% 
owned Canadian subsidiary ("ACC Canada"), and ACC Long Distance UK Ltd. 
("ACC U.K.").  In this Form 10-Q, references to "dollar" and "$" are to United 
States dollars, references to "Cdn. $" are to Canadian dollars, references to 
"Pounds" are to English pounds sterling, the terms "United States" and "U.S." 
mean the United States of America and, unless the context otherwise requires, 
its states, territories and possessions and all areas subject to its 
jurisdiction, and the terms "United Kingdom" and "U.K." mean England, Scotland 
and Wales.


GENERAL 

     The Company's revenue is comprised of toll revenue and leased lines and
other revenue.  Toll revenue consists of revenue derived from ACC's long
distance and operator-assisted services.  Leased lines and other revenue
consists of revenue derived from the resale of local exchange services, data
line services, direct access lines and monthly subscription fees.  Network
costs consist of expenses associated with the leasing of transmission lines,
access charges and certain variable costs associated with the Company's
network.  The following table shows the total revenue (net of intercompany
revenue) and billable long distance minutes of use attributable to the
Company's U.S., Canadian and U.K. operations during the three months ended
March 31, 1996 and 1995:

<TABLE>
<CAPTION>
                                         Quarter Ended March 31,
                                         _______________________

                                     1996                      1995
                               __________________      ___________________

                               Amount     Percent      Amount      Percent
                               ______     _______      ______      _______

                                   (Dollar and minutes in thousands)

<S>                          <C>           <C>        <C>          <C>
Total Revenue:

United States. . . . . .     $ 19,755       29.5%     $ 15,025      37.8%
Canada . . . . . . . . .       27,844       41.6%       19,284      48.5%
United Kingdom . . . . .       19,256       28.9%        5,399      13.6%
                             ________      ______     ________     ______

      Total  . . . . . .     $ 66,855      100.0%     $ 39,708     100.0%

Billable Long Distance Minutes of Use:

United States. . . . . .      138,518       34.4%      117,457      43.1%
Canada . . . . . . . . .      158,768       39.4%      130,909      48.0%
United Kingdom . . . . .      105,621       26.2%       24,330       8.9%
                              _______      ______      _______     ______
  
     Total . . . . . . .      402,907      100.0%      272,696     100.0%
</TABLE>

     The following table presents certain information concerning toll revenue
per billable long distance minute and network cost per billable long distance
minute attributable to the Company's U.S., Canadian and U.K. operations
during the three months ended March 31, 1996 and 1995:

<TABLE>
<CAPTION>
                                                        1996        1995
                                                       ______      ______

<S>                                                     <C>        <C>
Toll Revenue Per Billable Long Distance Minute:
United States. . . . . . . . . . . . . . . . . . .      $.128      $.118
Canada . . . . . . . . . . . . . . . . . . . . . .       .155       .139
United Kingdom . . . . . . . . . . . . . . . . . .       .182       .222

Network Cost Per Billable Long Distance Minute:
United States. . . . . . . . . . . . . . . . . . .      $.104      $.076
Canada . . . . . . . . . . . . . . . . . . . . . .       .106       .099
United Kingdom . . . . . . . . . . . . . . . . . .       .125       .154
</TABLE>

     The Company believes that its historic revenue growth as well as its
historic network costs and results of operations for each of its U.S.,
Canadian and U.K. operations generally reflect the state of development of
the Company's operations, the Company's customer mix and the competitive and
deregulatory environment in each of those markets.  The Company entered the
U.S., Canadian and U.K. telecommunications markets in 1982, 1985 and 1993,
respectively. 

     Deregulatory influences have affected the telecommunications industry in
the U.S. since 1984 and the U.S. market has experienced considerable
competition for a number of years. The competitive influences on the pricing
of ACC U.S.'s services and network costs have been stabilizing during the
past few years.  This may change in the future as a result of recent U.S.
legislation that further opens the market to competition, particularly from
the regional operating companies ("RBOCs").  The Company expects competition
based on price and service offerings to increase. 

     The deregulatory trend in Canada, which commenced in 1989, has increased
competition.  ACC Canada experienced significant downward pressure on the
pricing of its services during 1994.  The Company expects such downward
pressure to continue, although it is expected that the pricing pressure may
abate over time as the market matures.  The impact of this pricing pressure
on revenues of ACC Canada is being offset, in part, by an increase in the
Canadian residential and student billable minutes of usage as a percentage of
total Canadian billable minutes of usage. Toll revenue per billable minute
attributable to residential and student customers in Canada generally exceeds
the toll revenue per billable minute attributable to commercial customers. 
The Company expects that, based on existing and anticipated regulations and
rulings, its Canadian contribution charges will increase by up to
approximately Cdn. $2.0 million in 1997 over 1995 levels, which the Company
will seek to offset with increased volume efficiencies.  However, additional
reductions in contribution rates may offset this increase.  The Company also
believes that its network costs per billable minute in Canada may decrease
during periods after 1996 if there is an anticipated increase in long
distance transmission facilities available for lease from Canadian
transmission facilities-based carriers as a result of expected growth in the
number and capacity of transmission networks in that market.  The foregoing
forward-looking statements are based upon expectations of actions that may be
taken by third parties, including Canadian regulatory authorities and
transmission facilities-based carriers.  If such third parties do not act as
expected, the Company's actual results may differ materially from the
foregoing discussion.

     The Company believes that, because deregulatory influences have only
recently begun to impact the U.K. telecommunications industry, the Company
will continue to experience a significant increase in revenue from that
market during the next few years.  The foregoing belief is based upon
expectations of actions that may be taken by U.K. regulatory authorities and
the Company's competitors; if such third parties do not act as expected, the
Company's revenues in the U.K. might not increase.  If ACC U.K. were to
experience increased revenues, the Company believes it should be able to
enhance its economies of scale and scope in the use of the fixed cost
elements of its network.  Nevertheless, the deregulatory trend in that market
is expected to result in competitive pricing pressure on the Company's U.K.
operations which could adversely affect revenues and margins.  Since the U.K.
market for transmission facilities is dominated by British Telecommunications
PLC ("British Telecom") and Mercury Communications Ltd. ("Mercury"), the
downward pressure on prices for services offered by ACC U.K. may not be
accompanied by a corresponding reduction in ACC U.K.'s network costs and,
consequently, could adversely affect the Company's business, results of
operations and financial condition, particularly in the event revenue derived
from the Company's U.K. operations accounts for an increasing percentage of
the Company's total revenue.  Moreover, the Company's U.K. operations are
highly dependent upon the transmission lines leased from British Telecom.  As
each of the telecommunications markets in which it operates continues to
mature, growth in its revenue and customer base in each such market is likely
to decrease over time. 

     The Company believes that competition in non-U.S. markets is likely to
increase and become more like competition in the U.S. markets over time as
non-U.S. markets continue to experience deregulatory influences.  Prices in
the long distance industry have declined from time to time in recent years
and, as competition in Canada and the U.K. increases, prices are likely to
continue to decrease. 

     Since the commencement of the Company's operations, the Company has
undertaken a program of developing and expanding its service offerings,
geographic focus and network.  In connection with this development and
expansion, the Company has made significant investments in telecommunications
circuits, switches, equipment and software.  These investments generally are
made significantly in advance of anticipated customer growth and resulting
revenue.  The Company also has increased its sales and marketing, customer
support, network operations and field services commitments in anticipation of
the expansion of its customer base and targeted geographic markets.  The
Company expects to continue to expand the breadth and scale of its network
and related sales and marketing, customer support and operations activities. 
These expansion efforts are likely to cause the Company to incur significant
increases in expenses from time to time, in anticipation of potential future
growth in the Company's customer base and targeted geographic markets. 

     The Company's operating results have fluctuated in the past and they may
continue to fluctuate significantly in the future as a result of a variety of
factors, some of which are beyond the Company's control.  The Company expects
to focus in the near term on building and increasing its customer base,
service offerings and targeted geographic markets, which will require it to
increase significantly its expenses for marketing and development of its
network and new services, and may adversely impact operating results from
time to time.  The Company's sales to other long distance carriers have been
increasing due to the Company's marketing efforts to promote its lower
international network costs.  Revenues from other resellers accounted for
approximately 22.4%, 9.3% and 16.6% of the revenues of ACC U.S., ACC Canada
and ACC U.K., respectively, in the first quarter of 1996, and are expected to
account for a higher percentage in the future.  With respect to these
customers, the Company competes almost exclusively on price, does not have
long term contracts and generates lower gross margins as a percentage of
revenue. 


RESULTS OF OPERATIONS 

     The following table presents, for the three months ended March 31, 1996
and 1995, certain statement of operations data expressed as a percentage of
total revenue:
<TABLE>
<CAPTION>
                                          Three Months Ended March 31,
                                          ____________________________

                                           1996(1)             1995
                                          ______              ______
<S>                                        <C>                 <C>
Revenue:
  Toll revenue                              92.0%               94.1%
  Leased lines and other                     8.0                 5.9
                                           _____               _____ 

      Total revenue                        100.0               100.0
Network costs                               62.2                62.3
                                           _____               _____ 

Gross profit                                37.8                37.7
Other operating expenses:
  Depreciation and amortization              5.4                 6.4
  Selling, general and administrative       27.9                32.4
                                           _____               _____ 

      Total other operating expenses        33.3                38.8

Income (loss) from operations                4.5                (1.1)
Total other income (expense)                (2.3)               (2.4)
Loss from operations before provision
  for (benefit from) income
  taxes and minority interest                2.2                (3.5)
Provision for (benefit from) income taxes    0.5                  .7
Minority interest in (income)
  loss of consolidated subsidiary           (0.4)                --   
                                            _____               _____ 

Income (loss) from continuing operations     1.3%               (4.2)%
<FN>

(1) Includes the results of operations of Metrowide Communications acquired
on August 1, 1995.
</TABLE>

Three Months Ended March 31, 1996 Compared With Three Months Ended March 31,
1995 

     Revenue.  Total revenue for the three months ended March 31, 1996
increased by 68.4% to $66.9 million from $39.7 million for the same period in
1995, reflecting growth in both toll revenue and leased lines and other
revenue.  Long distance toll revenue for the 1996 quarter increased by 64.7%
to $61.5 million from $37.4 million in the 1995 quarter.  In the United
States, long distance toll revenue increased 28.0% as a result of a 17.9%
increase in billable minutes of use and a more favorable mix of toll services
provided.  The volume increases are primarily a result of increased revenue
attributable to other carriers (approximately $7.3 million),  commercial
(approximately $14.6 million) and residential (approximately $2.3 million)
customers in the Company's service regions.  In Canada, long distance toll
revenue increased 35.8%, primarily as a result of a 21.3% increase in
billable minutes (primarily because of a 57.9% increase in the number of
customer accounts from approximately 111,000 to approximately 175,000), and
an increase in prices due to additional residential customers which typically
have a higher revenue per minute.  Since the end of 1994, ACC's revenue per
minute on a consolidated basis has been increasing slightly as a result of
the increasing percentage of U.K. revenues and the Company's successful
introduction of higher price per minute products.  In the United Kingdom,
long distance toll revenue increased 255.5%, due to significant volume
increases (including a 192.9% increase in the number of customer accounts
from approximately 14,000 to approximately 41,000), offset by lower prices
that resulted from entering the commercial and residential markets and from
competitive pricing pressure.  Exchange rates did not have a material impact
on revenue in either the U.K. or in Canada.  At March 31, 1996, the Company
had approximately 303,000 customer accounts compared to approximately 213,000
customer accounts at March 31, 1995, an increase of 42.3%.  

     For the three months ended March 31, 1996, leased lines and other
revenue increased by 127.0% to $5.3 million from $2.3 million for the same
period in 1995.  This increase was primarily due to the Metrowide
Communications acquisition which occurred on August 1, 1995 (approximately
$1.0 million) and local service revenue (approximately $0.7 million)
generated through the Company's local exchange operations in upstate New
York, which generated nominal revenues in 1994. 

     Network Costs.  Network costs increased to $41.6 million for the first
quarter of 1996, from $24.7 million for the first quarter of 1995, due to the
increase in billable long distance minutes.  Network costs, expressed as a
percentage of revenue, decreased slightly to 62.2% for the 1996 quarter from
62.3% for the 1995 quarter due to increased volume efficiencies in the U.K.
and an increase in the mix of higher margin residential customers in Canada,
offset by an increase in lower margin carrier traffic in the U.S.  

     Other Operating Expenses.  Depreciation and amortization expense
increased to $3.6 million for the first quarter of 1996 from $2.5 million for
the first quarter of 1995.  Expressed as a percentage of revenue, these costs
decreased to 5.4% in 1996 from 6.4% in the 1995 quarter, reflecting the
increase in revenue realized from year to year.  The $1.1 million increase in
depreciation and amortization expense was primarily attributable to assets
placed in service throughout 1995, particularly the addition of a switching
center in Manchester, England.   Amortization of approximately $0.3 million
associated with the customer base and goodwill recorded in the Metrowide
Communications acquisition also contributed to the increase. 

     Selling, general and administrative expenses for the first quarter of
1996 were $18.6 million compared with $12.9 million for the first quarter of
1995.  Expressed as a percentage of revenue, selling, general and
administrative expenses were 27.9% for the first quarter of 1996, compared to
32.4% for the first quarter of 1995.  The increase in selling, general and
administrative expenses was primarily attributable to a $3.1 million increase
in personnel related costs and a $1.6 million increase in customer related
costs associated with the growth of the Company's customer bases and
geographic expansion in each country.  Also included in selling, general and
administrative expenses for the first quarter of 1996 was approximately $0.9
million related to the Company's local service market sector in New York
State compared to $0.4 million for the first quarter of 1995. 

     Other Income (Expense).  Net interest expense increased to $1.5 million
for the first quarter of 1996 compared to $0.9 million in 1995, due primarily
to contingent interest associated with the Company's revolving credit
facility with First Union National Bank of North Carolina and Fleet Bank of
Connecticut (formerly Shawmut Bank Connecticut, N.A.), as agents, which
expires on July 1, 2000 (the "Credit Facility").

     Foreign exchange gains and losses reflect changes in the value of
Canadian and British currencies relative to the U.S. dollar for amounts
borrowed by the foreign subsidiaries from ACC Corp.  The Company continues to
hedge all foreign currency transactions in an attempt to minimize the impact
of transaction gains and losses on the income statement.  The Company does
not engage in speculative foreign currency transactions.  Due to this
hedging, foreign exchange rate changes resulted in a nominal gain for the
first quarter of 1996 compared to a nominal loss for the same period in 1995.

     Provision for income taxes reflects the anticipated income tax liability
of the Company's U.S. operations based on its pretax income for the period. 
The provision for income taxes remained approximately the same for both
periods presented due to the Company's pretax income in the U.S. being
relatively constant.  The Company does not provide for income taxes nor
recognize a benefit related to income in foreign subsidiaries due to net
operating loss carryforwards generated in those subsidiaries in prior years.

     Minority interest in (income) loss of consolidated subsidiary reflects
the portion of the Company's Canadian subsidiary's income or loss
attributable to the approximately 30% of that subsidiary's common stock that
is publicly traded in Canada.  For the first quarter of 1996, minority
interest in income of the consolidated subsidiary was  $0.3 million compared
to a minority interest in loss of consolidated subsidiary of a nominal amount
in the first quarter of 1995.

     The Company's net income for the first quarter of 1996 was $0.9 million,
compared to a net loss of  $1.7 million for the first quarter of 1995.   The
first quarter 1996 net income resulted primarily from the Company's
operations in Canada (approximately $0.7 million), and long distance
operations in the U.S. (approximately $0.9 million) offset, in part, by net
losses in the U.K. (approximately $0.5 million) and in the Company's local
operations (approximately $0.3 million). 

LIQUIDITY AND CAPITAL RESOURCES

     The Company historically has satisfied its working capital requirements
through cash flow from operations, through borrowings and financings from
financial institutions, vendors and other third parties, and through the
issuance of securities.  In addition, the Company used the proceeds from the
1993 sale of ACC Canada common stock and the 1993 sale of its cellular
operations to fund the expansion of its operations in Canada and the U.K. 
During 1995, the Company raised $20.0 million, through the issuance of
825,000 shares of Class A Common Stock for $11.1 million (net of issuance
expense) and notes which were exchanged for 10,000 shares of Series A
Preferred Stock for $8.9 million (net of issuance expenses).  The proceeds
from the 1995 issuances of Class A Common Stock and notes were used to reduce
indebtedness and for working capital and capital expenditures.  In July 1995,
the Company entered into the five-year $35.0 million Credit Facility.

     Net cash flows provided by operations were $1.7 million for the three
months ended March 31, 1996 compared to net cash used in operations of $1.2
million for the same period in 1995.  The increase of approximately $2.9
million in the cash flow provided by operating activities during the first
quarter of 1996 as compared to the first quarter of 1995 was primarily
attributable to the improved financial performance of ACC Canada and ACC UK
during the 1996 period in comparison to 1995 partially offset by an increase
in accounts receivable resulting from the expansion of the Company's customer
base and related revenues in all business segments.  If additional
competition were to result in significant price reductions that are not
offset by reductions in network costs, net cash flows from operations would
be materially adversely affected.

     Net cash flows used in investing activities were $5.6 million and $1.8
million for the three months ended March 31, 1996 and 1995, respectively. 
The increase of approximately $3.8 million in net cash flow used in investing
activities during the first quarter of 1996 as compared to the first quarter
of 1995 was primarily attributable to an increase in capital expenditures
incurred by the Company's local exchange subsidiary (approximately $1.4
million) and for computer software ($1.8 million). 

     Accounts receivable increased by 6.3% at March 31, 1996 as compared to 
December 31, 1995 as a result of expansion of the Company's customer base due 
to sales and marketing efforts, particularly in the U.K.

     Accounts payable increased by 21.3% at March 31, 1996 as compared to 
December 31, 1995 due to increased network costs and other operating expenses.  

     Other accrued expenses decreased by $2.0 million at March 31, 1996 as 
compared to December 31, 1995.  This decrease was primarily related to 1995 
compensation which was accrued at December 31, 1995 and paid during the first 
quarter of 1996.
 
     The Company's principal need for working capital is to meet its selling,
general and administrative expenses as its business expands.  In addition,
the Company's capital resources have been used for the Metrowide
Communications acquisition, capital expenditures, various customer base
acquisitions and, prior to the termination thereof during the second quarter
of 1995, payments of dividends to holders of its Class A Common Stock.  The
Company has had a working capital deficit at the end of the last several
years and, at March 31, 1996, the Company had a working capital deficit of
approximately $6.0 million compared to a deficit of approximately $10.3
million at December 31, 1995.  This decrease related to the payment of
network invoices using funds borrowed through the Credit Facility.  These
costs were included in accrued network costs at December 31, 1995.  The
Company has experienced delays from time to time in billings from carriers
from which it leases transmission lines.  In addition, prior to making
payment to the carriers, the Company typically needs to resolve discrepancies
between the amount billed by the carriers and the Company's records
concerning usage of leased lines.  The Company accrues an expense for the
amount of its estimated obligation to the carriers pending the resolution of
such discussions.  For the first quarter of 1996, the Company's EBITDA (which
represents income (loss) from operations plus depreciation and amortization) 
minus capital expenditures and changes in working capital was approximately 
$3.3 million.

     The Company anticipates that, throughout the remainder of 1996, its
capital expenditures will be approximately $20.0 million for the expansion of
its network, the acquisition, upgrading and development of switches and other
telecommunications equipment as conditions warrant, the development,
licensing and integration of its management information system and other
software, the development and expansion of its service offerings and customer
programs and other capital expenditures.  ACC expects that it will continue
to make significant capital expenditures during future periods.  The
Company's actual capital expenditures and cash requirements will depend on
numerous factors, including the nature of future expansion (including the
extent of local exchange services, which is particularly capital intensive)
and acquisition opportunities, economic conditions, competition, regulatory
developments, the availability of capital and the ability to incur debt and
make capital expenditures under the terms of the Company's financing
arrangements.  Prior to 1995, the Company had funded capital expenditures
through its credit facilities and other short term debt arrangements, which
were refinanced in 1995 with the Credit Facility. 

     The Company is obligated to pay the lenders under the Credit Facility a
contingent interest payment based on the appreciation in market value of
140,000 shares of the Company's Class A Common Stock from $14.92 per share,
subject to a minimum of $0.75 million and a maximum of $2.1 million.  The
payment is due upon the earlier of (i) January 21, 1997, (ii) any material
amendment to the Credit Facility, (iii) the signing of a letter of intent to
sell the Company or any material subsidiary, or (iv) the cessation of active
trading of the Company's Class A Common Stock on other than a temporary
basis.  The Company is accruing this obligation over the 18-month period
ending January 21, 1997 ($0.8 million has been accrued through March 31,
1996).

     Any holder of Series A Preferred Stock has the right to cause the
Company to redeem such Series A Preferred Stock upon the occurrence of
certain events, including the entry of a judgment against the Company or a
default by the Company under any obligation or agreement for which the amount
involved exceeds $500,000. 

     As of March 31, 1996, the Company had approximately $1.4 million of cash
and cash equivalents and maintained the $35.0 million Credit Facility,
subject to availability under a borrowing base formula and certain other
conditions (including borrowing limits based on the Company's operating cash
flow), under which borrowings of approximately $25.4 million were
outstanding, approximately $6.6 million was available for borrowing and $3.0
million was reserved for letters of credit.  The maximum aggregate principal
amount of the Credit Facility is required to be reduced by $2.5 million per
quarter commencing on July 1, 1997 and by $2.9 million per quarter commencing
on January 1, 1999 until maturity on July 1, 2000.  During 1995, the Company
entered into swap agreements with respect to $11.5 million of indebtedness
under the Credit Facility, as required by the terms of the Credit Facility. 
The swap agreements expire at various times through December 1998 and require
the Company to pay interest at rates ranging from 5.98% to 6.25% per annum
and permit the Company to receive interest at variable rates. 

     The Company also is obligated to pay, on demand commencing in August
1996, the remaining $0.7 million pursuant to a note issued in connection with
the Metrowide Communications acquisition.  In addition, the Company has $2.9
million, $2.6 million and $2.1 million of capital lease obligations which
mature during 1996, 1997 and 1998, respectively.  The Company's financing
arrangements, which are secured by substantially all of the Company's assets
and the stock of certain subsidiaries, require the Company to maintain
certain financial ratios and prohibit the payment of dividends. 

     In the normal course of business, the Company uses various financial
instruments, including derivative financial instruments, for purposes other
than trading.  These instruments include letters of credit, guarantees of
debt, interest rate swap agreements and foreign currency exchange contracts
relating to intercompany payables of foreign subsidiaries.  The Company does
not use derivative financial instruments for speculative purposes.    Foreign
currency exchange contracts are used to mitigate foreign currency exposure
and are intended to protect the U.S. dollar value of certain currency
positions and future foreign currency transactions.  The aggregate fair
value, based on published market exchange rates, of the Company's foreign
currency contracts at March 31, 1996 was $31.4 million.  Interest rate swap
agreements are used to reduce the Company's exposure to risks associated with
interest rate fluctuations.  The Company was party to interest rate swap
agreements at March 31, 1996 which had the effect of converting interest in
respect of $11.5 million principal amount of the Credit Facility to a fixed
rate.  As is customary for these types of instruments, collateral is
generally not required to support these financial instruments.

     By their nature, all such instruments involve risk, including the risk
of nonperformance by counterparties, and the Company's maximum potential loss
may exceed the amount recognized on the Company's balance sheet.  However, at
March 31, 1996, in management's opinion there was no significant risk of loss
in the event of nonperformance of the counterparties to these financial
instruments.  The Company controls its exposure to counterparty credit risk
through monitoring procedures and by entering into multiple contracts, and
management believes that reserves for losses are adequate.  Based upon the
Company's knowledge of the financial position of the counterparties to its
existing derivative instruments, the Company believes that it does not have
any significant exposure to any individual counterparty or any major 
concentration of credit risk related to any such financial instruments.

     The Company believes that, under its present business plan, the net
proceeds from the anticipated public offering of Class A Common Stock of the
Company, together with borrowings under the Credit Facility, vendor financing
and cash from operations will be sufficient to meet anticipated working
capital and capital expenditure requirements of its existing operations.  The
forward-looking information contained in the previous sentence may be
affected by a number of factors, including the matters described in this
paragraph and in Exhibit 99.1 attached hereto.  The Company may need to raise
additional capital from public or private equity or debt sources in order to
finance its operations, capital expenditures and growth for periods after
1996 and for the optional redemption of Series A Preferred Stock if it is not
converted.  Moreover, the Company believes that continued growth and
expansion through acquisitions, investments and strategic alliances is
important to maintain a competitive position in the market and, consequently,
a principal element of the Company's business strategy is to develop
relationships with strategic partners and to acquire assets or make
investments in businesses that are complementary to its current operations. 
The Company may need to raise additional funds in order to take advantage of
opportunities for acquisitions, investments and strategic alliances or more
rapid international expansion, to develop new products or to respond to
competitive pressures.  If additional funds are raised through the issuance
of equity securities, the percentage ownership of the Company's then current
shareholders may be reduced and such equity securities may have rights,
preferences or privileges senior to those of holders of Class A Common Stock. 
There can be no assurance that the Company will be able to raise such capital
on acceptable terms or at all.  In the event that the Company is unable to
obtain additional capital or is unable to obtain additional capital on
acceptable terms, the Company may be required to reduce the scope of its
presently anticipated expansion opportunities and capital expenditures, which
could have a material adverse effect on its business, results of operations
and financial condition and could adversely impact its ability to compete.

     The Company may seek to develop relationships with strategic partners
both domestically and internationally and to acquire assets or make
investments in businesses that are complementary to its current operations. 
Such acquisitions, strategic alliances or investments may require that the
Company obtain additional financing and, in some cases, the approval of the
holders of debt or preferred stock of the Company.  The Company's ability to
effect acquisitions, strategic alliances or investments may be dependent upon
its ability to obtain such financing and, to the extent applicable, consents
from its debt or preferred stock holders.


SFAS NO. 123

     The Company is required to adopt SFAS No. 123, "Accounting for Stock-
Based Compensation" in 1996.  This Statement encourages entities to adopt a
fair value based method of accounting for employee stock option plans
(whereby compensation cost is measured at the grant date based on the value
of the award and is recognized over the employee service period), rather than
the current intrinsic value based method of accounting (whereby compensation
cost is measured at the grant date as the difference between market value and
the price for the employee to acquire the stock).  If the Company elects to
continue using the intrinsic value method of accounting, pro forma
disclosures of net income and earnings per share, as if the fair value based
method of accounting had been applied, will need to be disclosed.  Management
has not decided if the Company will adopt the fair value based method of
accounting for the Company's stock option plans.  The Company believes that
adopting the fair value basis of accounting could have a material impact on
the financial statements and such impact is dependent upon future stock
option activity.

<PAGE>

PART II.  OTHER INFORMATION


Item 7.  Exhibits and Reports on Form 8-K.

     (a)  Exhibits.  See Exhibit Index.

     (b)  Reports on Form 8-K.  On February 22, 1996, the Company filed a
Current Report on Form 8-K to disclose, under the heading of Item 5, Other
Events, certain agreements between the Company and AMBIX Systems Corp., AMBIX
Acquisition Corp. or the Company's Chairman of the Board, Richard T. Aab,
relating to the development and licensing of certain telecommunications
software programs; adoption by the Company's Board of Directors of a Non-
Employee Directors' Stock Option Plan and the grant of certain options
thereunder, subject to obtaining shareholder approval of the plan; a certain
Participation Agreement between Mr. Aab and Fleet Venture Resources, Inc.,
Fleet Equity Partners VI, L.P. and Chisholm Partners II, L.P. (the "Fleet
Investors") which grants to the Fleet Investors certain rights to participate
in certain proposed transfers of shares by Mr. Aab; and certain material
contracts which were filed as exhibits to the Report.

<PAGE>

SIGNATURES

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

                                   ACC CORP.
                                   (Registrant)

Dated:  April 29, 1996             /s/ Michael R. Daley
                                   Michael R. Daley
                                   Executive Vice President
                                   and Chief Financial Officer


Dated:  April 29, 1996             /s/ John J. Zimmer
                                   John J. Zimmer
                                   Vice President of Finance

<PAGE>
                                 EXHIBIT INDEX

Exhibit
Number           Description                           Location

10.1       Software License Agreement dated     Incorporated by reference
           February 21, 1996 between AMBIX      from Exhibit 99.6 to the
           Acquisition Corp. and the Company    Company's Current Report on
                                                Form 8-K dated February 22,
                                                1996 (Commission File No. 0-
                                                14567)

10.2       Bill of Sale from AMBIX Systems      Incorporated by reference
           Corp. to the Company dated           from Exhibit 99.7 to the
           February 6, 1996                     Company's Current Report on
                                                Form 8-K dated February 22,
                                                1996 (Commission File No. 0-
                                                14567)

10.3       Second Amendment to Credit           Incorporated by reference
           Agreement dated March 29, 1996,      from Exhibit 99.5 to
           amending the Credit Agreement        Amendment No. 2 to the
           dated July 21, 1995 among the        Company's Registration
           Company, First Union Bank of         Statement on Form S-3 filed
           North Carolina and Fleet Bank of     on April 8, 1996
           Connecticut, N.A. (formerly          (Registration No. 333-01157)
           Shawmut Bank Connecticut, N.A.)

11.1       Statement re Computation of Per      See Note 3 to the Notes to
           Share Earnings                       Consolidated Financial
                                                Statements filed herewith
                                          
27.1       Financial Data Schedule              Filed herewith

99.1       Company Risk Factors                 Filed herewith

