
EXHIBIT 99.1

                               COMPANY RISK FACTORS


          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 70% owned Canadian
subsidiary ("ACC Canada"), and ACC Long Distance UK Ltd. ("ACC U.K."). 
References herein 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.


Recent Losses; Potential Fluctuations in Operating Results

     Although the Company has recently experienced revenue growth on an annual
basis, it has incurred net losses and losses from continuing operations during
each of its last two fiscal years.  The 1995 net loss of $5.4 million resulted
primarily from the expansion of operations in the U.K. (approximately $6.8
million), increased net interest expense associated with additional borrowings
(approximately $4.9 million), increased depreciation and amortization from the
addition of equipment and costs associated with the expansion of local service
in New York State (approximately $1.6 million) and management restructuring
costs (approximately $1.3 million), offset by positive operating income from
the U.S. and Canadian long distance subsidiaries of approximately $9.0
million.  The 1994 net loss of $11.3 million resulted primarily from operating
losses due to expansion in the U.K. (approximately $5.6 million), the
recording of the valuation allowance against deferred tax benefits
(approximately $3.0 million), implementation of equal access in Canada
(approximately  $2.2 million) and operating losses due to expansion in local
telephone service in the U.S. (approximately $0.9 million).  There can be no
assurance that revenue growth will continue or that the Company will achieve
profitability in the future.  The Company intends to focus in the near term on
the expansion of its service offerings, including its local telephone
business, and geographic markets, which may adversely affect cash flow and
operating performance.  As each of the telecommunications markets in which the
Company operates continues to mature, growth in the Company's revenues and
customer base is likely to decrease over time.

          The Company's operating results have fluctuated in the past and may
fluctuate significantly in the future as a result of a variety of factors,
some of which are outside of the Company's control, including general economic
conditions, specific economic conditions in the telecommunications industry,
the effects of governmental regulation and regulatory changes, user demand,
capital expenditures and other costs relating to the expansion of operations,
the introduction of new services by the Company or its competitors, the mix of
services sold and the mix of channels through which those services are sold,
pricing changes and new service introductions by the Company and its
competitors and prices charged by suppliers.  As a strategic response to a
changing competitive environment, the Company may elect from time to time to
make certain pricing, service or marketing decisions or enter into strategic
alliances, acquisitions or investments that could have a material adverse
effect on the Company's business, results of operations and cash flow.  The
Company's sales to other long distance companies have been increasing. 
Because these sales are at margins that are lower than those derived from most
of the Company's other revenues, this increase may reduce the Company's gross
margins as a percentage of revenue.  In addition, to the extent that these and
other long distance couriers are less creditworthy, such sales may represent a
higher credit risk to the Company.  See "-Risks Associated With Acquisitions,
Investments and Strategic Alliances."

Need for Additional Capital

          The Company will need to continue to enhance and expand its
operations in order to maintain its competitive position, expand its service
offerings and geographic markets and continue to meet the increasing demands
for service quality, availability and competitive pricing.  As of the end of
its last five fiscal years, the Company has experienced a working capital
deficit.  During 1995, the Company's EBITDA (which represents income (loss)
from operations plus depreciation and amortization and asset write-down) minus
capital expenditures and changes in working capital was $(7.0) million.  The
Company may need to raise additional capital from public or private equity or
debt sources in order to finance its anticipated growth, including local
service expansion, which is capital intensive, working capital needs, debt
service obligations, contemplated capital expenditures and the optional
redemption of the Series A Preferred Stock if it is not converted.  In
addition, the Company may need to raise additional funds in order to take
advantage of unanticipated opportunities, including more rapid international
expansion or acquisitions of, investments in or strategic alliances with
companies that are complementary to the Company's current operations, or to
develop new products or otherwise respond to unanticipated competitive
pressures.  If additional funds are raised through the issuance of equity
securities, the percentage ownership of the Company's then current
shareholders would be reduced and, if such equity securities take the form of
Preferred Stock or Class B Common Stock, the holders of such Preferred Stock
or Class B Common Stock 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 satisfactory terms or at all. 
If the Company decides to raise additional funds through the incurrence of
debt, the Company would need to obtain the consent of its lenders under 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") and
would likely become subject to additional or more restrictive financial
covenants.  In the event that the Company is unable to obtain such additional
capital or is unable to obtain such additional capital on acceptable terms,
the Company may be required to reduce the scope of its presently anticipated
expansion, which could materially adversely affect the Company's business,
results of operations and financial condition and its ability to compete.

Dependence on Transmission Facilities-Based Carriers and Suppliers

          The Company does not own telecommunications transmission lines. 
Accordingly, telephone calls made by the Company's customers are connected
through transmission lines that the Company leases under a variety of
arrangements with transmission facilities-based long distance carriers, some
of which are or may become competitors of the Company, including AT&T Corp.
("AT&T"), Bell Canada and British Telecommunications PLC ("British Telecom"). 
Most inter-city transmission lines used by the Company are leased on a monthly
or longer-term basis at rates that currently are less than the rates the
Company charges its customers for connecting calls through these lines. 
Accordingly, the Company is vulnerable to changes in its lease arrangements,
such as price increases and service cancellations.  ACC's ability to maintain
and expand its business is dependent upon whether the Company continues to
maintain favorable relationships with the transmission facilities-based
carriers from which the Company leases transmission lines, particularly in the
U.K., where British Telecom and Mercury Communications Ltd. ("Mercury") are
the two principal, dominant carriers.  The Company's U.K. operations are
highly dependent upon the transmission lines leased from British Telecom.  The
Company generally experiences delays in billings from British Telecom and
needs to reconcile billing discrepancies with British Telecom before making
payment.  Although the Company believes that its relationships with carriers
generally are satisfactory, the deterioration or termination in the Company's
relationships with one or more of those carriers could have a material adverse
effect upon the Company's business, results of operations and financial
condition.  Certain of the vendors from whom the Company leases transmission
lines, including 22 regional operating companies ("RBOCs") and other local
exchange carriers, currently are subject to tariff controls and other price
constraints which in the future may be changed.  Under recently enacted U.S.
legislation, constraints on the operations of the RBOCs have been dramatically
reduced, which will bring additional competitors to the long distance market. 
In addition, regulatory proposals are pending that may affect the prices
charged by the RBOCs and other local exchange carriers to the Company, which
could have a material adverse effect on the Company's business, financial
condition and results of operations.  See "-Potential Adverse Effects of
Regulation."  The Company currently acquires switches used in its North
American operations from one vendor.  The Company purchases switches from such
vendor for its convenience, and switches of comparable quality may be obtained
from several alternative suppliers.  However, a failure by a supplier to
deliver quality products on a timely basis, or the inability to develop
alternative sources if and as required, could result in delays which could
have a material adverse effect on the Company's business, results of
operations and financial condition.

Potential Adverse Effects of Regulation

          Legislation that  substantially  revises  the  U.S.  Communications 
Act  of  1934  (the  "U.S.  Communications Act") was signed into law on
February 8,  1996.  The  legislation  provides  specific  guidelines  under 
which  the RBOCs can provide long distance services,  which  will  permit  the 
RBOCs  to  compete  with  the  Company  in  the provision of domestic and
international long distance services.  The legislation also opens all local
service markets to competition from any entity (including, for example, long
distance carriers, such as AT&T, cable television companies and utilities). 
Because the legislation opens the Company's markets to additional competition,
particularly from the RBOCs, the Company's ability to compete is likely to be
adversely affected.  Moreover, as a result of and to implement the
legislation, certain federal and other governmental regulations will be
adopted, amended or modified, and any such adoption, amendment or modification
could have a material adverse effect on the Company's business, results of
operations and financial condition.

          In the U.S., the Federal Communications Commission ("FCC") and
relevant state public service commissions ("PSCs") have the authority to
regulate interstate and intrastate rates, respectively, ownership of
transmission facilities, and the terms and conditions under which the
Company's services are provided.  Federal and state regulations and regulatory
trends have had, and in the future are likely to have, both positive and
negative effects on the Company and its ability to compete.  The recent trend
in both Federal and state regulation of telecommunications service providers
has been in the direction of lessened regulation.  In general, neither the FCC
nor the relevant state PSCs currently regulate the Company's long distance
rates or profit levels, but either or both may do so in the future.  However,
the general recent trend toward lessened regulation has also given AT&T, the
largest long distance carrier in the U.S., increased pricing flexibility that
has permitted it to compete more effectively with smaller interexchange
carriers, such as the Company.  There can be no assurance that changes in
current or future Federal or state regulations or future judicial changes
would not have a material adverse effect on the Company.

          In order to provide their services, interexchange carriers,
including the Company, must generally purchase "access" from local exchange
carriers to originate calls from and terminate calls in the local exchange
telephone networks.  Access charges presently represent a significant portion
of the Company's network costs in all areas in which it operates.  In the
U.S., access charges generally are regulated by the FCC and the relevant state
PSCs.  Under the terms of the AT&T Divestiture Decree, a court order entered
in 1982 which, among other things, required AT&T to divest its 22 wholly-owned
RBOCs from its long distance division ("AT&T Divestiture Decree"), the RBOCs
were required to price the "local transport" portion of such access charges on
an "equal price per unit of traffic" basis.  In November 1993, the FCC
implemented new interim rules governing local transport access charges while
the FCC considers permanent rules regarding new rate structures for transport
pricing and switched access competition.  These interim rules have essentially
maintained the "equal price per unit of traffic" rule.  However, under
alternative access charge rate structures being considered by the FCC, local
exchange carriers would be permitted to allow volume discounts in the pricing
of access charges.  More recently, the FCC has informally announced that it
intends, in the near future, to undertake a comprehensive review of its
regulation of local exchange carrier access charges to better account for
increasing levels of local competition.  While the outcome of these
proceedings is uncertain, if these rate structures are adopted many small
interexchange carriers, including the Company, could be placed at a
significant cost disadvantage to larger competitors, because access charges
for AT&T and other large interexchange carriers could decrease, and access
charges for small interexchange carriers could increase.

          The Company currently competes with the RBOCs and other local
exchange carriers such as the GTE Operating Companies ("GTOCs") in the
provision of "short haul" toll calls completed within a Local Access and
Transport Area ("LATA").  Subject to a number of conditions, the legislation
eliminated many of the restrictions which prohibited the RBOCs and GTOCs from
providing long-haul, or inter-LATA, toll service, and thus the Company will
face additional competition.  To complete long-haul and short-haul toll calls,
the Company must purchase "access" from the local exchange carriers.  The
Company must generally price its toll services at levels equal to or below the
retail rates established by the local exchange carriers for their own
short-haul or long-haul toll rates.  To the extent that the local exchange
carriers are able to reduce the margin between the access costs to the Company
and the retail toll prices charged by local exchange carriers, either by
increasing access costs or lowering retail toll rates, or both, the Company
will encounter adverse pricing and cost pressures in competing against local
exchange carriers in both the short-haul and long-haul toll markets.

          Under the U. S. Communications Act, local exchange carriers must
permit resale of their bundled local services and unbundled network elements. 
Pricing rules for those services were set forth in the U.S. Communications
Act, with states directed to approve specific tariffs.  In July, 1996, the New
York PSC established wholesale discounts for resale of bundled local services
consisting of 17% on residential access lines and 11% on business access
lines.  However, the New York PSC excluded Centrex, private line and PBX lines
from the wholesale discount, which could result in a limited ability of the
Company to resell  those business services.  The New York PSC also established
temporary rates for unbundled links at levels slightly below existing rates,
but also significantly above the New York Telephone rate for complete, bundled
local loops.  The New York PSC is reviewing the establishment of permanent
wholesale discounts and permanent unbundled link rates, which are expected to
be in place by October, 1996.  If the permanent rates established by the New
York PSC do not contain a significant wholesale discount for bundled services,
do not apply to Centrex, private line, and PBX service, and do not reduce the
rate for the unbundled link to a level below the rate for bundled loops, the
Company's ability to compete in the provision of local service may be
materially adversely affected.
    
          In Canada, services provided by ACC Canada are subject to or
affected by certain regulations of the Canadian Radio-television and
Telecommunications Commission (the "CRTC").  The CRTC annually reviews the
"contribution charges" (the equivalent of access charges in the U.S.) it has
assessed against the access lines leased by Canadian long distance resellers,
including the Company, from the local telephone companies in Canada.  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.  Additional increases
in these contribution charges could have a material adverse effect on the
Company's business, results of operations and financial condition.  The
Canadian long distance telecommunications industry is the subject of ongoing
regulatory change.  These regulations and regulatory decisions have a direct
and material effect on the ability of the Company to conduct its business. 
The recent trend of such regulations has been to open the market to commercial
competition, generally to the Company's benefit.  There can be no assurance,
however, that any future changes in or additions to laws, regulations,
government policy or administrative rulings will not have a material adverse
effect on the Company's business, results of operations and financial
condition.

          The telecommunications services provided by ACC U.K. are subject to
and affected by regulations introduced by the U.K. telecommunications
regulatory authority, The Office of Telecommunications ("Oftel").  Since the
break up of the U.K. telecommunications duopoly consisting of British Telecom
and Mercury in 1991, it has been the stated goal of Oftel to create a
competitive marketplace from which detailed regulation could eventually be
withdrawn.  The regulatory regime currently being introduced by Oftel has a
direct and material effect on the ability of the Company to conduct its
business.  Oftel has imposed mandatory rate reductions on British Telecom in
the past, which are expected to continue for the foreseeable future, and this
has had and may have, the effect of reducing the prices the Company can charge
its customers.  Although the Company is optimistic about its ability to
continue to compete effectively in the U.K. market, there can be no assurance
that future changes in regulation and government will not have a material
adverse effect on the Company's business, results of operations and financial
condition.

Increasing Domestic and International Competition

          The long distance telecommunications industry is highly competitive
and is significantly influenced by the marketing and pricing decisions of the
larger industry participants.  The industry has relatively insignificant
barriers to entry, numerous entities competing for the same customers and high
churn rates (customer turnover), as customers frequently change long distance
providers in response to the offering of lower rates or promotional incentives
by competitors.  In each of its markets, the Company competes primarily on the
basis of price and also on the basis of customer service and its ability to
provide a variety of telecommunications services.  The Company expects
competition on the basis of price and service offerings to increase.  Although
many of the Company's university customers are under multi-year contracts,
several of the Company's largest customers (primarily other long distance
carriers) are on month-to-month contracts and are particularly price
sensitive.  Revenues from other resellers accounted for approximately 22%, 7%
and 9%, of the revenues of ACC U.S., ACC Canada and ACC U.K., respectively, in
1995, and are expected to account for a higher percentage in the future.  With
respect to these customers, the Company competes almost exclusively on price.

          Many of the Company's competitors are significantly larger, have
substantially greater financial, technical and marketing resources and larger
networks than the Company, control transmission lines and have long-standing
relationships with the Company's target customers.  These competitors include,
among others, AT&T, MCI Telecommunications Corporation ("MCI") and Sprint
Corp. ("Sprint") in the U.S.; Bell Canada, BC Telecom, Inc., Unitel
Communications Inc. ("Unitel") and Sprint Canada (a subsidiary of Call-Net
Telecommunications Inc.) in Canada; and British Telecom, Mercury, AT&T and IDB
WorldCom Services Inc. in the U.K. Other U.S. carriers are also expected to
enter the U.K. market.  The Company also competes with numerous other long
distance providers, some of which focus their efforts on the same business
customers targeted by the Company and selected residential customers and
colleges and universities, the Company's other target customers.  In addition,
through its local telephone service business in upstate New York, the Company
competes with New York Telephone Company ("New York Telephone"), Frontier
Corp., Citizens Telephone Co., MFS Communications Co., Inc. ("MFS") and Time
Warner Cable and others, including cellular and other wireless providers. 
Furthermore, the recently announced proposed merger of Bell Atlantic Corp. and
Nynex Corp., the recently announced joint venture between MCI and Microsoft
Corporation ("Microsoft"), under which Microsoft will promote MCI's services,
the recently announced joint venture among Sprint, Deutsche Telekom AG and
France Telecom, and other mergers, acquisitions and strategic alliances, could
also increase competitive pressures upon the Company and have a material
adverse effect on the Company's business, results of operations and financial
condition.

          In addition to these competitive factors, recent and pending
deregulation in each of the Company's markets may encourage new entrants.  For
example, as a result of legislation recently enacted in the U.S., RBOCs will
be allowed to enter the long distance market, AT&T, MCI and other long
distance carriers will be allowed to enter the local telephone services
market, and any entity (including cable television companies and utilities)
will be allowed to enter both the local service and long distance
telecommunications markets.  In addition, the FCC has, on several occasions
since 1984, approved or required price reductions by AT&T and, in October
1995, the FCC reclassified AT&T as a "non-dominant" carrier, which
substantially reduces the regulatory constraints on AT&T.  As the Company
expands its geographic coverage, it will encounter increased competition. 
Moreover, the Company believes that competition in non-U.S. markets is likely
to increase and become more similar to competition in the U.S. markets over
time as such 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 increases in Canada and the U.K., prices are likely
to continue to decrease.  For example, Bell Canada substantially reduced its
rates during the first quarter of 1994.  The Company's competitors may reduce
rates or offer incentives to existing and potential customers of the Company. 
To maintain its competitive position, the Company believes that it must be
able to reduce its prices in order to meet reductions in rates, if any, by
others.

          The Company has only limited experience in providing local telephone
services, having commenced providing such services in 1994, and, although the
Company believes the local business will enhance its ability to compete in the
long distance market, to date the Company has experienced an operating cash
flow deficit in the operation of that business in the U.S. on a stand-alone
basis.  The Company's revenues from local telephone services in 1995 were
$1.35 million.  In order to attract local customers, the Company must offer
substantial discounts from the prices charged by local exchange carriers and
must compete with other alternative local companies that offer such discounts. 
The local telephone service business requires significant initial investments
in capital equipment as well as significant initial promotional and selling
expenses.  Larger, better capitalized alternative local providers, including
AT&T and Time Warner Cable, among others, will be better able to sustain
losses associated with discount pricing and initial investments and expenses. 
There can be no assurance that the Company will achieve positive cash flow or
profitability in its local telephone service business.

Risks of Growth and Expansion

          The Company plans to expand its service offerings and principal
geographic markets in the United States, Canada and the United Kingdom.  In
addition, the Company may establish a presence in deregulating Western
European markets that have high density telecommunications traffic, such as
France and Germany, when the Company believes that business and regulatory
conditions warrant.  There can be no assurance that the Company will be able
to add service or expand its markets at the rate presently planned by the
Company or that the existing regulatory barriers will be reduced or
eliminated.  The Company's rapid growth has placed, and in the future may
continue to place, a significant strain on the Company's administrative,
operational and financial resources and increased demands on its systems and
controls.  As the Company increases its service offerings and expands its
targeted markets, there will be additional demands on the Company's customer
support, sales and marketing and administrative resources and network
infrastructure.  There can be no assurance that the Company's operating and
financial control systems and infrastructure will be adequate to maintain and
effectively monitor future growth. The failure to continue to upgrade the
administrative, operating and financial control systems or the emergence of
unexpected expansion difficulties could materially adversely affect the
Company's business, results of operations and financial condition.

Risks Associated with International Operations

          A key component of the Company's strategy is its planned expansion
in international markets.  To date, the Company has only limited experience in
providing telecommunications service outside the United States and Canada. 
There can be no assurance that the Company will be able to obtain the capital
it requires to finance its expansion in international markets on satisfactory
terms or at all.  In many international markets, protective regulations and
long-standing relationships between potential customers of the Company and
their local providers create barriers to entry.  Pursuit of international
growth opportunities may require significant investments for an extended
period before returns, if any, on such investments are realized.  In addition,
there can be no assurance that the Company will be able to obtain the permits
and operating licenses required for it to operate, to hire and train employees
or to market, sell and deliver high quality services in these markets.  In
addition to the uncertainty as to the Company's ability to expand its
international presence, there are certain risks inherent to doing business on
an international level, such as unexpected changes in regulatory requirements,
tariffs, customs, duties and other trade barriers, difficulties in staffing
and managing foreign operations, longer payment cycles, problems in collecting
accounts receivable, political risks, fluctuations in currency exchange rates,
foreign exchange controls which restrict or prohibit repatriation of funds,
technology export and import restrictions or prohibitions, delays from customs
brokers or government agencies, seasonal reductions in business activity
during the summer months in Europe and certain other parts of the world and
potentially adverse tax consequences resulting from operating in multiple
jurisdictions with different tax laws, which could materially adversely impact
the success of the Company's international operations.  In many countries, the
Company may need to enter into a joint venture or other strategic relationship
with one or more third parties in order to successfully conduct its
operations.  As its revenues from its Canadian and U.K. operations increase,
an increasing portion of the Company's revenues and expenses will be
denominated in currencies other than U.S. dollars, and changes in exchange
rates may have a greater effect on the Company's results of operations.  There
can be no assurance that such factors will not have a material adverse effect
on the Company's future operations and, consequently, on the Company's
business, results of operations and financial condition.  In addition, there
can be no assurance that laws or administrative practices relating to
taxation, foreign exchange or other matters of countries within which the
Company operates will not change.  Any such change could have a material
adverse effect on the Company's business, financial condition and results of
operations.

Dependence on Effective Information Systems

          To complete its billing, the Company must record and process massive
amounts of data quickly and accurately.  While the Company believes its
management information system is currently adequate, it has not grown as
quickly as the Company's business and substantial investments are needed.  The
Company has made arrangements with a consultant and a vendor for the
development of new information systems and has budgeted approximately
$6.0 million for this purpose in 1996.  The Company believes that the
successful implementation and integration of these new information systems is
important to its continued growth, its ability to monitor costs, to bill
customers and to achieve operating efficiencies, but there can be no assurance
that the Company will not encounter delays or cost-overruns or suffer adverse
consequences in implementing the systems.  A vendor of the Company's software,
which formerly was an affiliate of the Company, has a unique knowledge of
certain of the Company's software and the Company may be dependent on the
vendor for any modifications to the software.  The Company believes that it
currently is the only customer of the vendor and, as a result, the vendor is
financially dependent on the Company.  In addition, as the Company's suppliers
revise and upgrade their hardware, software and equipment technology, there
can be no assurance that the Company will not encounter difficulties in
integrating the new technology into the Company's business or that the new
systems will be appropriate for the Company's business.  
Risks Associated With Acquisitions, Investments and Strategic Alliances

          As part of its business strategy, the Company expects to seek to
develop strategic alliances both domestically and internationally and to
acquire assets and businesses or make investments in companies that are
complementary to its current operations.  The Company has no present
commitments or agreements with respect to any such strategic alliance,
investment or acquisition.  Any such future strategic alliances, investments
or acquisitions would be accompanied by the risks commonly encountered in
strategic alliances with or acquisitions of or investments in companies.  Such
risks include, among other things, the difficulty of assimilating the
operations and personnel of the companies, the potential disruption of the
Company's ongoing business, the inability of management to maximize the
financial and strategic position of the Company by the successful
incorporation of licensed or acquired technology and rights into the Company's
service offerings, the maintenance of uniform standards, controls, procedures
and policies and the impairment of relationships with employees and customers
as a result of changes in management.  In addition, the Company has
experienced higher attrition rates with respect to customers obtained through
acquisitions, and may continue to experience higher attrition rates with
respect to any customers resulting from future acquisitions.  Moreover, to the
extent that any such acquisition, investment or alliance involved a business
located outside the United States, the transaction would involve the risks
associated with international expansion.  See "-Risks Associated with
International Expansion." There can be no assurance that the Company would be
successful in overcoming these risks or any other problems encountered with
such strategic alliances, investments or acquisitions.

          In addition, if the Company were to proceed with one or more
significant strategic alliances, acquisitions or investments in which the
consideration consists of cash, a substantial portion of the Company's
available cash (including proceeds of this offering) could be used to
consummate the strategic alliances, acquisitions or investments.  If the
Company were to consummate one or more significant strategic alliances,
acquisitions or investments in which the consideration consists of stock,
shareholders of the Company could suffer a significant dilution of their
interests in the Company.  Many of the businesses that might become attractive
acquisition candidates for the Company may have significant goodwill and
intangible assets, and acquisitions of these businesses, if accounted for as a
purchase, would typically result in substantial amortization charges to the
Company.  The financial impact of acquisitions, investments and strategic
alliances could have a material adverse effect on the Company's business,
financial condition and results of operations and could cause substantial
fluctuations in the Company's quarterly and yearly operating results.

Technological Changes May Adversely Affect Competitiveness and Financial
Results

          The telecommunications industry is characterized by rapid and
significant technological advancements and introductions of new products and
services utilizing new technologies.  There can be no assurance that the
Company will maintain competitive services or that the Company will obtain
appropriate new technologies on a timely basis or on satisfactory terms.

Dependence on Key Personnel

          The Company's success depends to a significant degree upon the
continued contributions of its management team and technical, marketing and
sales personnel.  The Company's employees may voluntarily terminate their
employment with the Company at any time.  Competition for qualified employees
and personnel in the telecommunications industry is intense and, from time to
time, there are a limited number of persons with knowledge of and experience
in particular sectors of the telecommunications industry.  The Company's
success also will depend on its ability to attract and retain qualified
management, marketing, technical and sales executives and personnel.  The
process of locating such personnel with the combination of skills and
attributes required to carry out the Company's strategies is often lengthy. 
The loss of the services of key personnel, or the inability to attract
additional qualified personnel, could have a material adverse effect on the
Company's results of operations, development efforts and ability to expand. 
There can be no assurance that the Company will be successful in attracting
and retaining such executives and personnel.  Any such event could have a
material adverse effect on the Company's business, financial condition and
results of operations.

Risk Associated with Financing Arrangements; Dividend Restrictions

          The Company's financing arrangements are secured by substantially
all of the Company's assets and require the Company to maintain certain
financial ratios and restrict the payment of dividends, and the Company
anticipates that it will not pay any dividends on Class A Common Stock in the
foreseeable future.  The Company's secured lenders would be entitled to
foreclose upon those assets in the event of a default under the financing
arrangements and to be repaid from the proceeds of the liquidation of those
assets before the assets would be available for distribution to the Company's
other creditors and shareholders in the event that the Company is liquidated. 
In addition, the collateral security arrangements under the Company's existing
financing arrangements may adversely affect the Company's ability to obtain
additional borrowings or other capital.  The Company may need to raise
additional capital from equity or debt sources to finance its projected growth
and capital expenditures contemplated for periods after 1996.  See "-
Substantial Indebtedness; Need for Additional Capital."

Holding Company Structure; Reliance on Subsidiaries for Dividends

          ACC Corp. is a holding company, the principal assets of which are
its operating subsidiaries in the U.S., Canada and the U.K. ACC Canada, a 70%
owned subsidiary of ACC Corp., is a public company listed on the Toronto Stock
Exchange and the Montreal Stock Exchange.  The ability of ACC Canada to
declare and pay dividends is restricted by the terms of the agreement under
which the Company's Series A Preferred Stock was issued.  In addition, ACC
Canada's ability to make other payments to ACC Corp. and its other
subsidiaries may be dependent upon the taking of action by ACC Canada's Board
of Directors, applicable Canadian and provincial law and stock exchange
regulations, in addition to the availability of funds.  At the present time,
three of ACC Canada's seven directors are representatives of ACC Corp. ACC
Corp's percentage ownership interest in ACC Canada may decrease over time as a
result of stock issuances or sales or, alternatively, may increase over time
as a result of stock purchases, investments or other transactions.  ACC U.S.,
ACC Canada, ACC U.K. and other operating subsidiaries of the Company are
subject to corporate law restrictions on their ability to pay dividends to ACC
Corp. There can be no assurance that ACC Corp. will be able to cause its
operating subsidiaries to declare and pay dividends or make other payments to
ACC Corp. when requested by ACC Corp. The failure to pay any such dividends or
make any such other payments could have a material adverse effect upon the
Company's business, financial condition and results of operations.

Potential Volatility of Stock Price

          The market price of the Class A Common Stock has been and may
continue to be, highly volatile.  Factors such as variations in the Company's
revenue, earnings and cash flow, the difference between the Company's actual
results and the results expected by investors and analysts and announcements
of new service offerings, marketing plans or price reductions by the Company
or its competitors could cause the market price of the Class A Common Stock to
fluctuate substantially.  In addition, the stock markets recently have
experienced significant price and volume fluctuations that particularly have
affected telecommunications companies and resulted in changes in the market
prices of the stocks of many companies that have not been directly related to
the operating performance of those companies.  Such market fluctuations may
materially adversely affect the market price of the Class A Common Stock.

Risks Associated with Derivative Financial Instruments

          In the normal course of business, the Company uses various financial
instruments, including derivative financial instruments, to hedge its foreign
exchange and interest rate risks.  The Company does not use derivative
financial instruments for speculative purposes.  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.  Accordingly, losses relating to
derivative financial instruments could have a material adverse effect upon the
Company's business, financial condition and results of operations.

