
Exhibit 4-1                  ACC CORP.

             NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

                  As Adopted on January 19, 1996


     1.     PURPOSE.   The  purpose  of  this Non-Employee Directors' Stock
Option Plan (the "Plan") is to secure for ACC CORP., a Delaware corporation
(the  "Company"),  and  its  shareholders the  benefits  of  the  incentive
inherent in increased stock ownership  by members of the Company's Board of
Directors (the "Board") who are not also employees of the Company or any of
its subsidiaries (a "Non-Employee Director").   Options  to purchase shares
of  the  Company's  Class  A Common Stock, $.015 par value, or  such  other
shares as are substituted pursuant  to  Paragraphs  5(e) or 5(f) below (the
"Common Stock"), shall be granted to Non-Employee Directors  of the Company
pursuant to the terms of this Plan.

     2.   ELIGIBILITY.   Each  Non-Employee  Director shall be eligible  to
receive  grants  of  non-qualified stock options  in  accordance  with  the
specific provisions of Paragraph 4 below ("Options").  The adoption of this
Plan shall not be deemed  to  give  any Director any right to be granted an
Option to purchase Common Stock except  to  the  extent and upon such terms
and  conditions  consistent  with  this Plan as may be  determined  by  the
Executive Compensation Committee of the Board (the "Committee").

     3.   LIMITATION ON AGGREGATE SHARES.   The maximum number of shares of
Common Stock with respect to which Options may  be  granted under this Plan
and which may be issued upon the exercise thereof shall  not exceed, in the
aggregate, 250,000 shares, subject to adjustment pursuant to Paragraph 5(e)
below;  provided,  however,  that  if any Options granted under  this  Plan
expire unexercised or are cancelled,  terminated or forfeited in any manner
without the issuance of Common Stock thereunder, the shares with respect to
which such Options were granted shall resume  the status of being available
for issuance under this Plan.  Such shares of Common  Stock  may  be either
authorized  and  unissued shares, treasury shares or a combination thereof,
as the Committee shall determine.

     4.   TERMS AND CONDITIONS OF OPTIONS.  Options granted under this Plan
shall be subject to  such  terms  and  conditions  and evidenced by written
agreements in such form as shall be determined from  time  to  time  by the
Committee and shall in any event be subject to the terms and conditions set
forth  in  this  Plan.   In  the  event  of  any conflict between a written
agreement and the Plan, the terms of the Plan shall govern.

          (a)  OPTIONS TO CURRENT DIRECTORS.  Each Non-Employee Director as
of January 19, 1996 shall receive, as of such  date, an Option (an "Initial
Option") to purchase 5,000 shares of Common Stock.

          (b)  ANNUAL OPTIONS.  Each year on the date of the Annual Meeting
of the Company's Shareholders (the "Annual Meeting"),  commencing  with the
1996  Annual  Meeting,  each  Non-Employee Director elected at such meeting
shall automatically receive an  Option  to  purchase 5,000 shares of Common
Stock.

     (c)  OPTION PRICE.  The Option price per  share  of Common Stock shall
be 100% of the "Fair Market Value" of a share of Common  Stock  as  of  the
date  of  grant  (the "Option Price").  The Fair Market Value of the Common
Stock on any given  date  means  (i)  the  Closing  Price  quoted  for  the
Company's  Common  Stock  in the National Association of Securities Dealers
Automated Quotation System  ("Nasdaq  System")  National Market List on the
last business day immediately preceding the date of grant of the Option; or
(ii) if there are no reported sales on such date, then the mean between the
closing high bid and low asked prices as reported  by the Nasdaq System for
such date (or, if not so reported, then as reported  for  that  date by the
system  then  regarded as the most reliable source of such quotations);  or
(iii) if there  are no reported sales or quotations, as the case may be, on
the given date, the  value  determined  pursuant  to  (i) or (ii) using the
reported sale prices or quotations on the last previous  date  on  which so
reported;  or  (iv) if none of the foregoing clauses apply, the fair market
value as determined in good faith by the Committee.

     (d)  TERM OF  OPTIONS.  Each Option shall be exercisable for ten years
and one day after its date of grant.

     (e)  EXERCISE OF  OPTIONS.   Options  shall  be  exercised  by written
notice  to  the  Company (to the attention of the Treasurer of the Company)
accompanied by payment  in  full  of  the  Option Price with respect to the
number of Options being exercised.  Payment  of  the  Option  Price  may be
made,  at  the  discretion  of  the  Non-Employee  Director:   (i)  in cash
(including  check,  bank  draft or money order); (ii) by delivery of Common
Stock already owned for at  least  six months by the Non-Employee Director,
which shall be valued at the Fair Market  Value  thereof  on  the  date  of
exercise;  or  (iii) by delivery of a combination of cash and Common Stock;
provided,  however,  that  the  Committee  may,  in  the  exercise  of  its
discretion, require the Option Price to be paid in cash.

     (f)  RIGHTS AS A SHAREHOLDER.  No Non-Employee Director shall have any
rights as a  shareholder  with  respect  to any shares covered by an Option
until the date a stock certificate for such shares is issued to him or her.
Except  as  otherwise provided herein, no adjustments  shall  be  made  for
dividends or  distributions  of  other  rights for which the record date is
prior to the date such stock certificate is issued.

     5.   ADDITIONAL PROVISIONS.

     (a)  CONDITIONS  AND  LIMITATIONS ON EXERCISE.   The  Initial  Options
granted hereunder shall be exercisable  in full immediately upon their date
of grant.  All other Options granted hereunder shall be exercisable in full
("vest") on the first anniversary of their  date of grant.  Notwithstanding
the foregoing, (i) no Option shall be exercisable  prior to the adoption of
the  Plan  by  the  Company's  shareholders  at the Company's  1996  Annual
Meeting, as provided in Paragraph 9 below, and  (ii)  no  shares  of Common
Stock  issuable  upon  the  exercise  of  an  Option may be sold, assigned,
pledged or otherwise transferred for a period of six months after the later
to occur of (x) the adoption of the Plan by the  Company's shareholders and
(y) the grant of the Option, as specified in Rule 16b-3 (or other period of
time specified in such rule as it may be amended from  time to time) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").

     (b)  TERMINATION OF SERVICE AS A DIRECTOR.  Any vested Option shall be
exercisable  during  the  holder's  term  as a Director of the  Company  in
accordance  with  its terms and, except if the  Director  is  removed  from
office for cause, shall  remain exercisable for one year following the date
of his/her termination of  service  as  a Director regardless of the reason
therefor, including, but not limited to,  his/her resignation or retirement
from the Board, disability as defined in Section  22(e)(3)  of the Internal
Revenue  Code  of 1986, as amended (the "Code"), or death, subject  to  the
earlier expiration  of the term of such Option as defined in Paragraph 4(d)
above.

     (c)  REGISTRATION  AND COMPLIANCE WITH LAWS AND REGULATIONS.  It shall
be a further condition to  any  exercise  of  an Option and the purchase of
shares  of  Common  Stock pursuant thereto that the  Company's  counsel  be
satisfied that the issuance  of  such shares will be in compliance with the
Securities Act of 1933, as amended,  and any other laws applicable thereto,
and  the  Company  shall  be entitled to receive  such  other  information,
assurances, documents, representations  or  warranties as it or its counsel
may reasonably require with respect to such compliance.   Additionally,  if
deemed necessary by Company counsel, appropriate restrictive legends may be
placed  on  any  certificate for shares received by an optionee pursuant to
the exercise of an Option and the Company may cause stop transfer orders to
be placed against  such  certificate(s).    The  Committee  may at any time
impose any limitations upon the exercise of an Option or the  sale  of  the
Common  Stock  issued  upon  exercise of an Option that, in the Committee's
discretion, are necessary or desirable  in  order to comply with Section 16
of the Exchange Act and the rules and regulations thereunder.

     (d)  NONTRANSFERABILITY OF OPTIONS.  Options  may  not be transferred,
assigned,  pledged  or  hypothecated  (whether  by  operation  of   law  or
otherwise)  other  than by will or the laws of descent and distribution  or
pursuant to a qualified  domestic  relations  order,  as defined by Section
414(p) of the Code, Section 206(d)(3)(B) of the Employee  Retirement Income
Security  Act of 1974, as amended ("ERISA"), or the rules thereunder,  and,
during the  lifetime  of  the  person  to  whom  they  are  granted, may be
exercised   only   by  such  person  (or  his  or  her  guardian  or  legal
representative).

     (e)  ADJUSTMENT FOR CHANGE IN COMMON STOCK.  If the outstanding Common
Stock  is  hereafter  changed   by   reason   of   reorganization,  merger,
consolidation,   recapitalization,   reclassification,   stock    split-up,
combination,  exchange  of  shares,  or  the like, or dividends payable  in
shares of the Common Stock or other securities  or  assets,  an appropriate
adjustment shall be made by the Committee in the aggregate number of shares
available under the Plan, in the number of shares subject to Options  to be
granted  thereafter pursuant to Paragraphs 4(a) and 4(b), and in the number
of shares  and  price  per  share  subject  to  outstanding  Options.   Any
adjustment  in the number of shares shall apply proportionately to only the
unexercised portion  of  any  Option  granted hereunder.  If fractions of a
share  would  result  from any such adjustment,  the  adjustment  shall  be
revised to the next higher whole number of shares.

     (f)  CHANGE IN CONTROL  OF  THE  COMPANY.   All  unvested Options then
outstanding under this Plan shall automatically become  exercisable in full
upon the occurrence of any of the following events, each  of which shall be
deemed  a  "change  in  control"  of  the Company:  (1) a merger  or  other
business  combination  approved  by  the Company's  shareholders;  (2)  the
acquisition by a third party of more than  50%  of  the  total  outstanding
shares of the Company's Common Stock; or (3) a change in the composition of
the Company's Board of Directors such that a majority of the Board consists
of  Directors  other than the incumbent Directors and the nominees  of  the
incumbent Directors;  PROVIDED,  however,  that in all events the Committee
shall have the discretion to determine that  a  particular transaction does
not constitute a "change in control" for purposes of this subparagraph.  In
the event of a change in control of the Company, the Options may be assumed
by the successor corporation or a parent of such  successor  corporation or
substantially  equivalent  options  may  be  substituted  by  the successor
corporation  or  a parent of such successor corporation.  However,  if  the
successor corporation  does  not  assume the Options or substitute options,
then, if not exercised prior to the effective date of the change in control
of the Company, the value of each unexercised  Option,  as  measured by (i)
the difference between the Fair Market Value of the Company's  Common Stock
as of the date that is five trading days prior to the effective date of the
change in control less the Option Price of each Option, multiplied  by (ii)
the number of shares of Common Stock covered by each such Option, shall  be
paid  in  cash to the Option holder no later than the effective date of the
change in control  of  the Company, and each such Option shall thereupon be
cancelled.

     (g)  LIQUIDATION OR  DISSOLUTION.   In the event of the liquidation or
dissolution of the Company, the Options shall  terminate  immediately prior
to the liquidation or dissolution if not exercised prior to such date.

     (h)  TAXES.  The Company shall, to the extent it is required  to do so
under applicable federal, state or local rules or regulations, withhold (or
secure  payment from the Non-Employee Director in lieu of withholding)  the
amount of  all withholding and other taxes due with respect to the exercise
of any Options  under  this  Plan,  and the Company may defer such issuance
unless indemnified to its satisfaction.   To  satisfy such obligations, the
Company  shall  withhold  that number of shares issuable  pursuant  to  the
exercise of any Option hereunder  as  shall have a Fair Market Value (as of
the date of exercise) equal to the amounts  required to be withheld, unless
the Non-Employee Director shall first pay the  Company  the  amount of such
obligations  in  cash or by surrendering to the Company previously-acquired
shares of Common Stock that have such a Fair Market Value.

     6.   ADMINISTRATION.    This   Plan   shall  be  administered  by  the
Committee.  It is intended that the Plan will  constitute  a "formula plan"
within the meaning of Rule 16b-3 under the Exchange Act.  The provisions of
the  Plan  and  of any Option agreement made pursuant to the Plan  will  be
interpreted and applied accordingly.

     The Committee  shall  have  full  power to construe and interpret this
Plan and Options granted hereunder, to establish  and  amend  rules for its
administration  and to correct any defect or omission and to reconcile  any
inconsistency in this Plan or in any Option granted hereunder to the extent
the Committee deems  desirable  to  carry  this  Plan or any Option granted
hereunder   into  effect.   All  actions  taken  and  interpretations   and
determinations  made  by  the  Committee  in  good faith shall be final and
binding  upon  the Company, all Non-Employee Directors  who  have  received
grants under the Plan and all other interested parties.

     7.   TERMINATION AND AMENDMENT OF PLAN.  At any time the Committee may
suspend or terminate  this  Plan  and make such changes or amendments as it
deems advisable; PROVIDED, however,  that  all  such changes and amendments
are made in compliance with Rule 16b-3 of the Exchange  Act  (as  such rule
may  be amended from time to time); that no such change or amendment  shall
be effective  without the prior approval of the shareholders of the Company
that would:  (i)  except as provided in Paragraph 5(e) hereof, increase the
maximum number of Shares  for which Options may be granted under this Plan;
(ii) change the eligibility  requirements for those entitled to participate
in  this  Plan;  or (iii) materially  increase  the  benefits  accruing  to
participants in this  Plan;  and  FURTHER PROVIDED, that Paragraphs 4, 5(a)
and 5(b) shall not be amended more  than  once every six months (other than
to  comply  with the federal securities laws,  the  Code,  or  ERISA).   No
Options   shall    be   granted   hereunder   after   January   19,   2006.
Notwithstanding any  termination  of  the Plan, the terms of the Plan shall
continue to apply to Options granted prior to any such termination.

     8.   NOTICES.  Notices required or permitted to be made under the Plan
shall  be sufficiently made if personally  delivered  to  the  Non-Employee
Director  or  sent  by  regular  mail  addressed  (a)  to  the Non-Employee
Director's address as set forth in the books and records of the Company, or
(b) to the Company or the Committee at the principal office  of the Company
clearly marked "Attention: Executive Compensation Committee."

     9.   EFFECTIVE  DATE  OF  PLAN.   The  Plan shall be effective  as  of
January 19, 1996, provided that the adoption  of  the  Plan shall have been
approved  by  the  Company's  shareholders  at  the Company's  1996  Annual
Meeting.  If the Plan is not so approved by the Company's shareholders, the
Plan and all Options granted hereunder shall automatically terminate.

     10.  GOVERNING LAW.  The Plan, all Options granted  hereunder  and all
actions  taken  hereunder  shall be governed by and construed in accordance
with the laws of the State of Delaware.

G:\UKA\ACC\GENSEC\ODSOPLAN\ODSO.PLN 1/19/96

<PAGE>
(FORM)          NON-QUALIFIED STOCK OPTION CONTRACT


     This NON-QUALIFIED STOCK  OPTION  CONTRACT  is made by and between ACC
Corp., a Delaware corporation with its principal executive  offices  at 400
West    Avenue,   Rochester,   New   York   14611   (the   "Company")   and
_______________________with             an            address            of
_____________________________________________________________          (the
"Optionee").

     The parties hereby agree as follows:

     1.   GRANT  OF  OPTION.  Pursuant  to  the terms of the Company's Non-
Employee  Directors'  Stock Option Plan (the "Plan"),  the  Company  hereby
grants to the Optionee  a  Non-Qualified  Stock  Option  (the  "Option") to
purchase  an  aggregate  of  5,000  shares  of the Company's Class A Common
Stock, par value $.015 per share, at an exercise  price  of $__________ per
share.  This Option may be exercised at any time and from  time to time, in
whole or in part, subject to the further conditions contained herein.

     2.   TERM.   The term of this Option shall be ten years  and  one  day
from the date hereof,  subject  to  earlier  termination as provided in the
Plan,  as  amended  from  time  to time, and subject  to  the  restrictions
concerning the exercise of Options set forth therein.

     3.   EXERCISABILITY.  This Option  is  exercisable with respect to all
of the shares subject hereto as of  the first  anniversary date of the date
hereof.

     4.   PAYMENT  OF  EXERCISE  PRICE.  In order for  this  Option  to  be
exercised, in whole or in part, the  Optionee  must  notify  the Company in
writing  of such exercise, specifying the number of shares being  purchased
and accompanied  by payment in full of the aggregate exercise price for the
number of shares being purchased.

     5.   TRANSFERABILITY.    This  Option  is  not  transferrable  by  the
Optionee other than by Will or  the laws of descent and distribution and is
exercisable, during his/her lifetime, only by the Optionee.

     6.   BINDING EFFECT.  This option  shall  be binding upon and inure to
the benefit of any successor or assignee of the  Company  and any executor,
administrator, legal representative, legatee or distributee entitled by law
to exercise the Optionee's rights hereunder.

     7.   OPTION PLAN.    The Optionee hereby agrees to all  the  terms and
provisions  of  the  Plan  and  any  future  amendments  thereto, which are
expressly  incorporated  into  this  Option  and made a part hereof  as  if
printed  herein.   A  current  copy of the Plan will  be  provided  to  the
Optionee by the Company at any time and without charge, upon request.


     IN WITNESS WHEREOF, the Company  has caused this Option to be executed
on its behalf by its duly authorized officer, and the Optionee has hereunto
set his/her hand, as of the _____day of ____________, 19___.


                                   COMPANY:

OPTIONEE:                          ACC CORP.

_________________________________  By: ____________________________

                                   Title: _________________________


G:\UKA\ACC\GENSEC\ODSOPLAN\ODSO.PLN 1/19/96


