
EXHIBIT 4-1
                             ACC CORP.

                 EMPLOYEE LONG TERM INCENTIVE PLAN

                 As Amended through June 14, 1996


     1.   PURPOSE.   The  ACC  CORP.  EMPLOYEE  LONG  TERM  INCENTIVE  PLAN
(hereinafter  referred  to as the "Plan") is designed to furnish additional
incentive  to  key  employees   of   ACC   Corp.,  a  Delaware  corporation
(hereinafter  referred  to  as  the  "Company"),   and   its   parents   or
subsidiaries,  upon  whose  judgment, initiative and efforts the successful
conduct of the business of the Company largely depends, by encouraging such
key  employees to acquire a proprietary  interest  in  the  Company  or  to
increase  the same, and to strengthen the ability of the Company to attract
and retain in its employ persons of training, experience and ability.  Such
purposes will  be effected through the ability to grant two types of awards
hereunder:  (a)  stock  options,  as  herein  provided, which may be of two
types: (i) "incentive stock options" ("ISOs") within the meaning of Section
422 of the Internal Revenue Code of 1986, as the same has been and shall be
amended  (hereinafter  referred to as the "Code");  or  (ii)  non-qualified
stock  options  ("NQSOs");   and   (b)  stock  incentive  rights  ("SIRs").
Collectively, options and SIRs may sometimes  be  referred  to as "awards,"
and  if  not  otherwise  specified hereinafter, any reference to  "options"
shall be deemed to refer to both ISOs and NQSOs.

     2.   ELIGIBILITY.

     (a)  GENERAL.  The persons  who  shall  be  eligible to receive awards
under the Plan shall be those employees of the Company,  or  of  any of its
parents or subsidiaries within the meaning of Section 424(e) and (f) of the
Code,  who  are  exempt  from  the  overtime  provisions  of the Fair Labor
Standards Act of 1938, as amended, by reason of employment in an executive,
administrative or professional capacity under 29 U.S.C. Section 213(a)(1).

     (b)  SPECIAL PROVISIONS REGARDING ISOS.  With respect  to the granting
of ISOs, no ISOs shall be granted to a person who would, at the time of the
grant  of  such  option,  own, or be deemed to own for purposes of  Section
422(b)(6) of the Code, more  than 10% of the total combined voting power of
all  classes  of  shares  of  stock  of  the  Company  or  its  parents  or
subsidiaries unless at the time  of  the  grant  of  the  ISO  both  of the
following conditions are met:

          (i)  the  ISO  option  price  is at least 110% of the fair market
value of the shares of stock subject to the  ISO,  as  defined in paragraph
4(a) hereof, and

          (ii)  the  ISO  is,  by  its  terms,  not exercisable  after  the
expiration of five years from the date it is granted.



     3.   SHARES AUTHORIZED FOR AWARDS.

     (a)  SHARES AUTHORIZED FOR ISSUANCE.  Subject  to  the  provisions  of
paragraph  3(b) hereof, the maximum number of shares of the Company's Class
A Common Stock,  par  value  $.015 per share, ("Common Stock"), that may be
issued under the Plan is 3,000,000  shares  of the Company or of its parent
or  subsidiaries (hereinafter referred to as the  "Shares"),  which  Shares
may, in the discretion of the Executive Compensation Committee of the Board
of Directors of the Company (the "Committee") consist either in whole or in
part  of  authorized  but unissued Shares or Shares held in the treasury of
the Company.  Any Shares  subject to an award which for any reason expires,
is terminated unexercised or  is forfeited for any reason shall continue to
be available for awards under the  Plan.   For  purposes  of complying with
Code Section 162(m), for each fiscal year of the Company during  which this
Plan  is  in  effect,  no  person  who is for that year determined to be  a
"covered employee" for purposes of Code Section 162(m)(3) shall be eligible
to be granted options to purchase more than the number of shares authorized
for issuance under the Plan.

     (b)  ANTI-DILUTION PROVISIONS.   The  aggregate  number  and  kind  of
Shares  available  for  awards  under  the Plan, and the number and kind of
Shares  subject  to  outstanding  awards, and  the  option  price  of  each
outstanding option, shall be proportionately  adjusted by the Committee for
any  increase, decrease or change in the total outstanding  shares  of  the
Company   resulting   from  a  stock  dividend,  recapitalization,  merger,
consolidation,  split-up,   combination,  exchange  of  shares  or  similar
transaction (but not by reason of the issuance or purchase of shares by the
Company in consideration for money, services or property).

     (c)  GENERAL.   The Committee  may,  prospectively  or  retroactively,
amend the terms of any  option  granted  hereunder, except that anything in
this Plan to the contrary notwithstanding:  (i)  no such amendment or other
action by the Committee shall impair the rights of  any  person holding any
award under this Plan without his or her  consent; and (ii) no term of this
Plan relating to ISOs shall be interpreted, amended or altered,  nor  shall
any  discretion  or  authority  granted hereunder be so exercised, so as to
disqualify this Plan under Section 422 of the Code, or, without the consent
of  the optionee(s) affected, to disqualify  under  said  Section  422  any
option  granted as an ISO.  However, for all purposes hereunder, should any
option granted  as an ISO fail to qualify as an ISO, it shall be treated as
an NQSO hereunder.

     4.   TERMS AND CONDITIONS OF OPTIONS.  Options shall be granted by the
Committee pursuant  to the Plan and shall be subject to the following terms
and conditions:

     (a)  PRICE.  Each  option  grant  shall  state  the  number  of Shares
subject  to  the  option and the option exercise price, which shall be  not
less than the fair  market  value  of  the Shares with respect to which the
option  is granted at the time of the granting  of  the  option;  provided,
however,  that  the  option exercise price with respect to ISOs shall be at
least 110% of fair market  value  in  the  case  of  a grant of an ISO to a
person  who  would at the time of the grant own, or be deemed  to  own  for
purposes of Section  422(b)(6)  of  the  Code,  more  than 10% of the total
combined voting power of all classes of shares of the Company,  its parents
or subsidiaries.  For purposes of this paragraph, "fair market value" shall
mean:

          (i)  the Closing Price quoted for the Company's Common  Stock  in
the  National  Association of Securities Dealers Automated Quotation System
on the last business day immediately preceding the date of the grant of the
option, or

          (ii) the most recent sale price for the Company's Common Stock as
of the date of the grant of the option, or

          (iii)  such  price  as shall be determined by the Committee in an
attempt made in good faith to meet the requirements of Section 422(b)(4) of
the Code.

     (b)  TERM.  The term of each  option  grant shall be determined by the
Committee subject to the following:

          (i)  With  respect  to  ISOs,  in  no  event   shall  an  ISO  be
exercisable either in whole or in part after the expiration  of  ten  years
from  the  date  on  which  it  is granted; except that such term shall not
exceed five years with respect to  any ISO grant made to a person who would
own, or be deemed to own for purposes  of  Section  422(b)(6)  of the Code,
more than 10% of the total combined voting power of all classes  of  shares
of the Company's stock, or that of its parents or subsidiaries, at the time
of such grant.

          (ii) With  respect  to  NQSOs,  in  no  event  shall  an  NQSO be
exercisable  either  in  whole or in part after the expiration of ten years
and one day from the date on which it is granted.

     Notwithstanding the foregoing,  the  Committee and an optionee may, by
mutual agreement, terminate any option granted  to  such optionee under the
Plan.

     (c)  EXERCISABILITY.

          (i)  GENERAL.  Any options granted hereunder  in  excess of 2,250
Shares shall only be exercisable with respect to 25% of the number  of such
optioned  Shares  on  the  first anniversary of the date of grant, and with
respect to an additional 25%  of  such  Shares on each of the second, third
and  fourth  anniversaries  of  the  date of grant.   Any  options  granted
hereunder for 2,250 Shares or less shall  only  be exercisable with respect
to 50% of the number of such optioned Shares on the  first  anniversary  of
the  date of grant, and with respect to an additional 50% of such Shares on
the second anniversary of the date of grant.   The Committee shall have the
right,  however,  at  any  time  to  waive  or  modify these exercisability
requirements in its sole discretion, subject to the  provisions  of Section
422 of the Code with respect to ISOs.

          (ii) ACCELERATION  OF EXERCISABILITY IN THE EVENT OF A CHANGE  IN
CONTROL.  Notwithstanding subparagraph  4(c)(i)  above,  all  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.

     (d)  NON-ASSIGNMENT DURING LIFE.  During the lifetime of the optionee,
options granted hereunder shall  be  exercisable  only by him/her and shall
not  be assignable or transferable by him/her, whether  voluntarily  or  by
operation of law or otherwise, and no other person shall acquire any rights
therein.

     (e)  DEATH OF OPTIONEE.  In the event that an optionee shall die prior
to the complete exercise of options granted to him/her under the Plan, such
remaining  options  may  be exercised in whole or in part after the date of
the optionee's death only:  (i) by the optionee's estate or by or on behalf
of such person or persons  to  whom  the optionee's rights under the option
pass under the optionee's Will or the  laws  of  descent  and distribution,
(ii) to the extent that the optionee was entitled to exercise the option at
the date of his/her death, and (iii) prior to the expiration of the term of
the option.

     (f)  PRIOR OUTSTANDING ISOS.

          (i)  ISOS GRANTED PRIOR TO JANUARY 1, 1987.  With respect to ISOs
granted prior to January 1, 1987, no ISO shall be exercisable  in  whole or
in  part  while  there  is  outstanding  any  ISO to purchase Shares in the
Company  or  any  of its parents or subsidiaries,  or  in  any  predecessor
corporation of the  Company  or  parent  or subsidiary of such predecessor.
For  purposes  of this subparagraph (i), an  ISO  shall  be  deemed  to  be
outstanding until it is exercised in full or expires by reason of the lapse
of time.

          (ii)  ISOS GRANTED AFTER DECEMBER 31, 1986.  With respect to ISOs
granted after December  31,  1986,  the  sequential exercise rule stated in
subparagraph (i) above is eliminated in all  respects.   ISOs  thus granted
need not be exercised in the order granted, and any ISOs granted  prior  to
January  1,  1987 shall not prevent the exercise, in any order, of any ISOs
granted after December 31, 1986.

     (g)  GRANT  LIMITATION.  With respect to ISOs granted under this Plan,
the Company may grant  any eligible employee ISOs under all incentive stock
option plans of the Company  or  in  any  corporation  which is a parent or
subsidiary of the Company, in any amount; PROVIDED, however, that the value
of  such  options, as determined on their date of grant, that  shall  first
become exercisable  by  an  optionee  in  any  calendar  year cannot exceed
$100,000.

     (h)  TERMINATION OF EMPLOYMENT.  An option shall be exercisable during
the lifetime of the optionee to whom it is granted only if,  at  all  times
during  the period beginning on the grant date of the option and ending  on
the day 30  days before the date of such exercise, he or she is an employee
of the Company  or its parent or any of its subsidiaries, or an employee of
a corporation or  a  parent  or  subsidiary  of such corporation issuing or
assuming  an  option granted hereunder in a transaction  to  which  Section
424(a) of the Code applies, subject to the following exceptions: (i) in the
case of an optionee  who is disabled within the meaning of Section 22(e)(3)
of the Code, the 30-day  period  after cessation of employment during which
an option shall be exercisable shall  be one year; and (ii) with respect to
NQSOs, the Committee shall have the discretion  to  extend  from 30 days to
one  year  the  period  following  an  optionee's termination of employment
during which time the optionee may exercise  his  or  her  NQSOs  that  are
otherwise  exercisable  as  of  the  date  of  such  termination.  However,
notwithstanding  the  foregoing, no option shall be exercisable  after  the
expiration of its term.   For  purposes  of  this subsection, an employment
relationship will be treated as continuing intact  while the optionee is on
military  duty,  sick leave or other BONA FIDE leave of  absence,  such  as
temporary employment  by  the  government, if the period of such leave does
not  exceed 30 days, or, if longer,  so  long  as  a  statute  or  contract
guarantees  the  optionee's  right  to  re-employment with the Company, its
parent  or  any  of  its subsidiaries, or another  corporation  issuing  or
assuming an option granted  hereunder  in  a  transaction  to which Section
424(a) of the Code applies.  When the period of leave exceeds  30  days and
the individual's right to re-employment is not guaranteed either by statute
or  by  contract,  the  employment  relationship  will  be  deemed  to have
terminated on the 31st day of such leave.

     (i)  POWER  TO ESTABLISH OTHER PROVISIONS.  Options granted under  the
Plan shall contain  such  other terms and conditions as the Committee shall
deem advisable, subject, in  the case of ISOs, to the provisions of Section
422 of the Code and the regulations promulgated thereunder.

     5.   EXERCISE OF OPTION.  Options shall be exercised as follows:

     (a)  NOTICE AND PAYMENT.   Each  option,  or  any installment thereof,
shall be exercised, whether in whole or in part, by  giving  written notice
to  the  Company at its principal office, specifying the number  of  Shares
purchased  and the option  price being paid, and accompanied by the payment
of the applicable  option price in cash, by certified or bank check payable
to the order of the  Company,  or,  at  the discretion of the Committee, by
tendering  shares  of  the Company's Common  Stock  already  owned  by  the
optionee (provided, however, that the optionee shall have owned such shares
for at least six months).  To the extent that the Committee permits payment
of the option price through the tender of Common Stock already owned by the
optionee, the fair market  value  of  the  shares  of Common Stock tendered
shall  be  determined  by  reference to the Closing Price  quoted  for  the
Company's Common Stock as of the close of business on the date on which the
Company receives notice of the optionee's exercise of an option.  Each such
notice shall also contain representations on behalf of the optionee that he
or she acknowledges that the  Company  is  selling the Shares to him or her
under a claim of exemption from registration  under  the  Securities Act of
1933, as amended (hereinafter referred to as the "Act"), as  a  transaction
not  involving any public offering; that he or she represents and  warrants
that he or she is acquiring such Shares with a view to "investment" and not
with a  view  to  distribution  or resale; and that he or she agrees not to
transfer, encumber or dispose of  the  Shares  unless:  (i)  a registration
statement  with  respect  to the Shares shall be effective under  the  Act,
together  with proof satisfactory  to  the  Company  that  there  has  been
compliance  with  applicable  state  law;  or  (ii)  the Company shall have
received  an  opinion  of counsel in form and content satisfactory  to  the
Company to the effect that  the  transfer  qualifies under Rule 144 or some
other disclosure exemption from registration  and  that no violation of the
Act or applicable state laws will be involved in such transfer, and/or such
other documentation in connection therewith as the Company's counsel may in
its sole discretion require.

     (b)  ISSUANCE OF CERTIFICATES.  Certificates representing  the  Shares
purchased by an  optionee shall be issued as soon as practicable after  the
optionee has complied with the provisions of paragraph 5(a) hereof.

     (c)  RIGHTS AS A SHAREHOLDER.  The optionee shall have no rights as  a
shareholder  with  respect  to  the  Shares purchased until the date of the
issuance to him or her of a certificate(s) representing such Shares.

     (d)  DISPOSITION OF SHARES RECEIVED  PURSUANT  TO  EXERCISE OF AN ISO.
Subject  to  the  provisions  of paragraph 5(a) hereof, to obtain  ISO  tax
treatment under the Code, an optionee  can  make no disposition, within the
meaning of Section 424(c) of the Code, of Shares  acquired  by the exercise
of an ISO within two years from the date of the grant of the  ISO or within
one  year following the optionee's exercise of the ISO; PROVIDED,  however,
that the  foregoing  holding  periods shall not apply to the disposition of
Shares after the death of the optionee by the estate of the optionee, or by
a person who acquired the Shares  by bequest or inheritance or otherwise by
reason  of  the  death of the optionee.   For  purposes  of  the  preceding
sentence, in the case of a transfer of Shares by an insolvent optionee to a
trustee, receiver  or similar fiduciary in any proceeding under Title 11 of
the United States Code  or  any  similar insolvency proceeding, neither the
transfer, nor any other transfer of  such  Shares for the benefit of his or
her creditors in such proceeding, shall constitute a disposition.

     (e)  TAX WITHHOLDING MATTERS.  With respect to the exercise of an NQSO
hereunder,  no later than the date as of which  any  amount  first  becomes
includible in  an  optionee's  gross  income  for  income tax purposes, the
optionee shall pay to the Company, or make arrangements satisfactory to the
Company regarding the payment of, any federal, state  or local taxes of any
kind required by law to be withheld or paid with respect  to  such  income.
The  Company's  obligations  under  this  Plan shall be conditional on such
payment or arrangements and the Company shall,  to  the extent permitted by
law, have the right to deduct the amount of any such  tax  obligations from
any payment of any kind otherwise due the optionee.

     6.   STOCK INCENTIVE RIGHTS.

     (a)  AWARD OF SIRS.  The Committee may from time to time,  and subject
to  the provisions of the Plan and such other terms and conditions  as  the
Committee  may  prescribe, award one or more SIRs to any eligible employee.
SIR grants shall be evidenced by written Stock Incentive Agreements in such
form as the Committee  may  from  time  to  time determine on the advice of
counsel to the Company.  Each Stock Incentive Agreement shall set forth the
number of Shares of Common Stock issuable under  the SIRs awarded.  Subject
to the provisions of Sections 6(c) and 6(e) below,  a  recipient  of an SIR
grant  shall  be entitled to receive that number of Shares of the Company's
Common Stock issuable  thereunder,  without payment, upon the expiration of
the  incentive period established in the  Stock  Incentive  Agreement  with
respect to those Shares.

     (b)  INCENTIVE PERIOD.  Each Stock Incentive Agreement shall set forth
the incentive  period  which  shall  be  applicable to the Shares of Common
Stock issuable thereunder, which shall in no event be less than three years
from the date of award.  Subject to the foregoing,  the  Committee  may, in
its  sole  discretion,  establish  any vesting schedule with respect to the
grant of a SIR that it deems appropriate.

     (c)  TERMINATION OF EMPLOYMENT.   Except  as  provided in Section 6(e)
below, all SIRs awarded to a grantee shall terminate  upon  termination  of
the grantee's employment with the Company prior to the end of the incentive
period applicable to his/her SIRs, and in such event, the grantee shall not
be entitled to receive any Shares in respect of such award.

     (d)  NON-ASSIGNMENT  DURING LIFE.  During the lifetime of the grantee,
SIRs  shall  not  be  assignable   or   transferable  by  him/her,  whether
voluntarily or by operation of law or otherwise,  and no other person shall
acquire any rights therein.

     (e)  DEATH,  DISABILITY  OR  RETIREMENT.   In  the   event   that  the
employment  of  a  grantee  holding  SIRs is terminated during an incentive
period  by  reason of death, permanent disability  (as  determined  by  the
Committee), or  normal  retirement,  such  grantee  shall  be  entitled  to
receive,  as of the date of any such event, that number of Shares equal to:
(1) the product  of  (i)  the total number of Shares that the grantee would
have been entitled to receive pursuant to the SIR award upon the expiration
of the incentive period had  his/her  employment not terminated as a result
of death, disability or retirement, and  (ii)  a fraction, the numerator of
which shall be the number of full calendar months between the date of award
of  the  SIRs  and  the date that his/her employment  terminated,  and  the
denominator of which  shall  be  the  number of full calendar months in the
incentive period, less (2) the number of  Shares already issued, if any, to
the grantee under that SIR award.

     (f)  ACCELERATION OF VESTING IN THE EVENT  OF  A  CHANGE  IN  CONTROL.
Notwithstanding  the  foregoing,  all SIRs shall automatically become fully
vested and issuable upon the occurrence  of  a  "change  in control" of the
Company as defined in Paragraph 4(c)(ii) above;  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 and FURTHER PROVIDED that the grantee  is  an
employee of the Company on the date that such a "change in control" occurs.

     (g)  DIVIDEND EQUIVALENT PAYMENTS.  During an incentive period, should
the  Company  declare  and pay any cash dividends on its Common Stock, each
grantee of an SIR shall  be  entitled to receive from the Company an amount
equal to such cash dividend that  the  Company  would  have  paid  to  such
grantee  had  he/she,  on the record date for the payment of such dividend,
owned of record the shares  of  Common Stock that are covered by the SIR as
of  the  close  of  business  on such  record  date.   Each  such  dividend
equivalent payment shall be made  by the Company on the payment date of the
cash dividend in respect of which it is to be made.

     (h)  ISSUANCE OF CERTIFICATES.   Certificates  representing the Shares
issued to a grantee at the end of an incentive period  shall  be  issued as
soon as practicable after the end of the relevant incentive period, subject
to  the  grantee's  complying  with  any conditions to the issuance of such
Shares as the Company's counsel shall require in order that the issuance of
such  Shares  will  be  in compliance with  the  Act  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 certificates  for Shares issued to
a  grantee  and  the Company may cause stop transfer orders  to  be  placed
against such certificate(s).

     (i)  RIGHTS AS  A  SHAREHOLDER.   A  grantee shall have no rights as a
shareholder with respect to the Shares subject  to  outstanding  SIRs until
the  date of the issuance to him/her of a certificate(s) representing  such
Shares.

     7.   TERM  OF  PLAN.  Awards may be granted pursuant to this Plan from
time to time within a  period  of ten years after the date it is adopted by
the Board of Directors of the Company  or  the  date  it is approved by the
holders of a majority of the outstanding shares of the  Company,  whichever
date is earlier.  However, the Plan shall not take effect until approved by
the  holders of a majority of the outstanding shares of the Company,  at  a
duly constituted meeting thereof, held within 12 months before or after the
date the Plan is adopted by the Board of Directors.

     8.   AMENDMENT  AND  TERMINATION OF PLAN.  Without further approval of
the shareholders of the Company,  the  Board  of Directors or the Committee
may at any time suspend or terminate the Plan,  or,  subject  to  the terms
hereof,  may  amend  it from time to time in any manner; provided, however,
that no amendment shall  be  effective  without  the  prior approval of the
shareholders  of  the  Company  that  would:   (i)  except as  provided  in
paragraph  3(b)  hereof, increase the maximum number of  Shares  for  which
awards  may  be  granted  under  the  Plan;  (ii)  change  the  eligibility
requirements for individuals  entitled  to  receive  awards under the Plan;
(iii) cause options granted or to be granted under the Plan as ISOs to fail
to  qualify  as  ISOs  under  Section  422 of the Code and the  regulations
promulgated thereunder; or (iv) materially  increase  the benefits accruing
to participants under the Plan.

     9.   ADMINISTRATION.  The Plan shall be administered by the Committee,
and   decisions   of  the  Committee  concerning  the  interpretation   and
construction of any provisions of the Plan or of any award granted pursuant
to the Plan shall be  final.   The Company shall effect the grant of awards
under the Plan in accordance with  the  decisions  of  the Committee, which
may, from time to time, adopt rules and regulations for the carrying out of
the  Plan.   For  purposes  of the Plan, an option shall be  deemed  to  be
granted when a written Stock  Option  Contract  is  signed on behalf of the
Company by its duly authorized officer or representative,  and  a  grant of
SIRs  shall  be  deemed to be made as of the date a written Stock Incentive
Agreement is signed on behalf of the Company by its duly authorized officer
or representative.   Subject  to  the  express  provisions of the Plan, the
Committee  shall  have  the  authority,  in  its  discretion   and  without
limitation:  to determine the individuals to receive awards; the timing and
amount  of such awards; the incentive period applicable to each SIR  award;
the term  of  each  option;  the  date(s) on which each option shall become
exercisable; whether an option shall  be  exercisable in whole, in part, or
in installments;  the option exercise price  of  each  option; the terms of
payment for Shares purchased by the exercise of each option;  to accelerate
the   date   of  exercise  of  any  installment;  and  to  make  all  other
determinations necessary or advisable for administering the Plan.  Whenever
the Company issues  Shares with respect to SIRs awarded under this Plan, it
shall withhold an amount  sufficient  to  satisfy any Federal, state and/or
local income tax withholding requirements prior  to  the  delivery  of  any
certificate(s)   representing  such  Shares.   Such  withholding  shall  be
accomplished by withholding  that  number of Shares from the total to be so
issued  as  equals  the  amount  of such  withholding  requirements  to  be
satisfied, such Shares to be valued at their then-current fair market value
(as determined by the closing price  quoted  for the Company's Common Stock
on the last business day on which it traded immediately  preceding  the end
of  the  relevant  incentive period).  Any fractional Shares resulting from
such tax withholding  shall  be paid to the participant in cash.  The Plan,
all awards granted and all actions taken hereunder shall be governed by and
construed in accordance with the laws of the State of Delaware.

     10.  RESERVATION OF SHARES.   The Company shall be under no obligation
to reserve Shares to fill awards.  Likewise,  because  of  the  substantial
nature of the conditions which must be met to entitle eligible employees to
deliveries of reserved Shares, the Company shall be under no obligation  to
reserve  Shares  against  such  deliveries.   The optioning or awarding and
reservation of Shares for employees hereunder shall  not  be  construed  to
constitute  the  establishment  of  a  trust  of  the Shares so optioned or
awarded  and  reserved,  and no particular Shares shall  be  identified  as
optioned or awarded and reserved  for  employees  hereunder.   The  Company
shall be deemed to have complied with the terms of the Plan if, at the time
of  the  issuance  and  delivery  pursuant to the exercise of an option, or
expiration of an incentive period with  respect  to an SIR, or reservation,
as  the case may be, it has a sufficient number of  Shares  authorized  and
unissued or held in its treasury for the purposes of the Plan, irrespective
of the date when such Shares were authorized.

     11.  APPLICATION  OF  PROCEEDS.  The proceeds of the sale of Shares by
the Company under the Plan will constitute general funds of the Company and
may be used by the Company for any purpose.





<PAGE>
                                 (FORM) INCENTIVE STOCK OPTION CONTRACT



     This INCENTIVE 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 Employee
Long Term Incentive Plan (the "Plan"), the Company  hereby  grants  to  the
Optionee  an Incentive Stock Option (the "Option") to purchase an aggregate
of _________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 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 immediately  with
respect  to  25%  of  the shares subject hereto, and  with  respect  to  an
additional 25% of such  shares  on  each  of  the  first,  second and third
anniversary  dates  of  the  date  hereof, EXCEPT THAT, if the Optionee  is
subject to the provisions of Section  16  of the Securities Exchange Act of
1934,  NO  PART  of  this Option shall become exercisable  for  six  months
following the grant 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: ________________________________







<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 Employee
Long Term Incentive  Plan  (the  "Plan"),  the Company hereby grants to the
Optionee  a  Non-Qualified  Stock  Option  (the "Option")  to  purchase  an
aggregate of _________ 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  immediately  with
respect  to  25%  of the shares subject hereto,  and  with  respect  to  an
additional 25% of such  shares  on  each  of  the  first,  second and third
anniversary  dates  of  the  date  hereof, EXCEPT THAT, if the Optionee  is
subject to the provisions of Section  16  of the Securities Exchange Act of
1934,  NO  PART  of  this Option shall become exercisable  for  six  months
following the grant 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: _________________________


<PAGE>
(FORM)               STOCK INCENTIVE AGREEMENT

     This  STOCK  INCENTIVE  AGREEMENT  ("Agreement") is made  between  ACC
CORP.,  a  Delaware corporation (the "Company")  and_________________  (the
"Holder").

     The parties agree as follows:

     1)  GRANT  OF  SIRS. The Company hereby grants to the Holder__________
Stock Incentive Rights  ("SIRs")  under  the  Company's  Employee Long Term
Incentive   Plan   (the   "Plan"),  subject  to  the  conditions  contained
hereinafter.  These SIRs represent  the  right  of  the  Holder to receive,
without any payment of any kind to the Company, an equal number  of  shares
of  the  Company's  Class A Common Stock, par value $.015 per share, at the
end of the relevant Incentive Period(s) designated below and subject to the
other terms and conditions of the Plan.

     2)  INCENTIVE PERIOD(S).   The Incentive Period(s) applicable to these
SIRs shall be as follows: as to 50%  of  these  SIRs, the three-year period
beginning  on  the  grant  date  of  these  SIRs and ending  on  the  third
anniversary of that grant date; as to the next 25% of these SIRs, the four-
year period beginning on the grant date of these  SIRs  and  ending  on the
fourth  anniversary  of  that  grant date;  and as to the last 25% of these
SIRs, the five-year period beginning  on  the  grant date of these SIRs and
ending on the fifth anniversary of that grant date.

     3)  VESTING OF SIRS.  The Holder will be entitled  to be issued 50% of
the shares underlying these SIRs on the third anniversary of the grant date
of these SIRs, an additional 25% of the shares underlying these SIRs on the
fourth anniversary of the grant date of these SIRs, and the last 25% of the
shares underlying these SIRs on the fifth anniversary of  the grant date of
these  SIRs,  PROVIDED THAT he/she is still an employee of the  Company  on
the relevant  anniversary  date.  If the Holder is not still an employee of
the Company on the relevant  anniversary  date, then, except as provided in
the  Plan with respect to death, disability,  retirement  or  a  change  in
control  of  the Company during the relevant Incentive Period, he/she shall
forfeit all rights to receive any shares not already issued.

     4)  ISSUANCE  OF  SHARES.   Certificates  representing  the  number of
shares underlying these SIRs that the Holder is entitled to receive  at the
end  of  the  relevant  Incentive  Period  described  above  will be issued
promptly after the end of that Incentive Period, NET of any applicable  tax
withholdings  against such issuance(s) made in accordance with the terms of
the Plan.

     5)  DIVIDEND  EQUIVALENT  PAYMENTS.  As further described in the Plan,
during the Incentive Period(s),  the Holder will be entitled to receive, on
all SIRs then held, dividend equivalent  payments  with respect to any cash
dividends declared by the Company on its Class A Common Stock.

     6)  NONTRANSFERABILITY.  This grant is not transferable by the Holder,
in whole or in part, whether voluntarily, by operation  of  law, by Will or
the  laws of descent and distribution, or otherwise.  In the event  of  the
Holder's  death,  disability  or retirement during an Incentive Period, any
issuance of shares underlying this  grant  shall be made in accordance with
the terms of the Plan.

     7)  INCORPORATION OF PLAN.  The Holder  hereby agrees to all the terms
and provisions of the Plan applicable to this  grant,  which  are expressly
incorporated  into  this  agreement  and  made  a part hereof as if printed
herein.  A copy of the Plan will be provided to the Holder at any time upon
request.

     8)  BINDING AGREEMENT.  This Agreement shall be binding upon and inure
to  the  benefit of any successor or assignee of the  Company  and  to  any
executor,  administrator,  legal  representative, legatee or distributee of
the Holder.

     IN WITNESS WHEREOF, the Company and the Holder have duly executed this
Agreement as of the grant date of these SIRs, which is shown below.

ACC CORP.                          HOLDER:

By:  ______________________________ ________________________________

Title:  ____________________________


Grant Date:


