



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
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
"<pound-sterling>"  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 and net income in the first three  quarters  of  1996,  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 be able to maintain  the
profitability it attained in the first three quarters of 1996.  The Company
intends  to  focus  in  the  near term on  the  expansion  of  its  service
offerings, including its local  telephone  business  and Internet services,
and  expanding its markets to more locations in its existing  markets,  and
when conditions  warrant,  to  deregulating  international  markets.   Such
expansion,  particularly the establishment of new operations or acquisition
of existing operations in deregulating international markets, may adversely
affect cash flow  and  operating  performance  and  these  effects  may  be
material,  as  was  the case with the Company's U.K. operations in 1994 and
1995.  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 has  in  the  past  and  may in the
future, 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 and/or create  larger  credit  balances,  such  sales may
represent a higher credit risk to the Company.

SUBSTANTIAL INDEBTEDNESS; 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 income
(loss) from operations  plus depreciation and amortization and asset write-
down ("EBITDA") minus capital  expenditures and changes in working capital,
was  $(7.0)  million.  The Company's  leverage  may  adversely  affect  its
ability  to  raise   additional   capital.    In  addition,  the  Company's
indebtedness is expected to require significant  repayments  over  the next
five  years.   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 and expansion  into international
markets,  both of which will be capital intensive, working  capital  needs,
debt service  obligations,  and,  contemplated  capital  expenditures. 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  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  of  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.   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 or service 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.   These services generally involve a discount  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  regulatory  changes 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, including the ability to provide both intra- and inter-LATA  toll
service.  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 45%, 14% and 17% of the
revenues of ACC  U.S.,  ACC  Canada  and  ACC U.K. in the nine months ended
September 30, 1996 and could 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,  Citizens  Telephone  Co.,  MFS
Communications  Co.,  Inc.  ("MFS")  and  Time  Warner  Cable  and  others,
including cellular and other wireless providers.  Furthermore, the merger of 
Bell Atlantic  Corp.  and  Nynex Corp., the proposed merger of MCI and 
British Telecom, the joint venture between MCI and Microsoft Corporation 
("Microsoft"),  under  which  Microsoft  will promote MCI's services, 
the joint venture among Sprint, Deutsche Telekom AG and  France  Telecom
("Global One"),  the  proposed  merger  of Cable & Wireless PLC and Global One
and additional mergers, acquisitions and strategic  alliances  which are 
likely to  occur, 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
and other services  in 1995 and during the first nine months of 1996 were 
$13.6 million and $17.9 million, respectively.   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
international  markets  that have high density telecommunications  traffic,
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,   Canada  and the U.K..  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.  The Company
intends  to  focus  in  the near term  on  the  expansion  of  its  service
offerings, including its  local  telephone  business and Internet services,
and  expanding its geographic markets to more  locations  in  its  existing
markets,   and  when  conditions  warrant,  to  deregulating  international
markets.  Such  expansion, particularly the establishment of new operations
or acquisition of  existing  operations deregulating international markets,
may adversely affect cash flow  and operating performance and these effects
may be material, as was the case with the Company's U.K. operations in 1994
and 1995.  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  international  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.  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. 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  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.

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 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,  "buy,"  "hold"  and  "sell"  ratings by securities 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.



