


12A:25905
                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                            FORM 10-K
                          ANNUAL REPORT

     [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
             FOR FISCAL YEAR ENDED DECEMBER 31, 1996

                                OR

     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                  COMMISSION FILE NUMBER 0-14567

                            ACC CORP.
                         400 West Avenue
                    Rochester, New York 14611
                           716-987-3000

Incorporated under the                      Employer Identification
Laws of the State of Delaware                     Number 16-1175232

 Securities registered pursuant to Section 12(b) of the Act: None
   Securities registered pursuant to Section 12(g) of the Act:

Title of Class:  Class A Common Stock, par value $.015 per share

Indicate  by  check mark whether the Company (1)  has  filed  all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or for such shorter period that the Company was required to file
such   reports),  and  (2)  has  been  subject  to  such   filing
requirements for the past 90 days.       Yes [X] No[  ]

Indicate  by  check  mark  if  disclosure  of  delinquent  filers
pursuant  to Item 405 of Regulation S-K is not contained  herein,
and  will  not  be  contained,  to  the  best  of  the  Company's
knowledge,   in   definitive  proxy  or  information   statements
incorporated by reference in Part III of this Form  10-K  or  any
amendment to this Form 10-K.          [  ]

Aggregate market value of all Class A Common Stock held  by  non-
affiliates as of March 3, 1997, was $415,525,495.

16,672,121  shares of $.015 par value Class A Common  Stock  were
issued and outstanding as of March 3, 1997.

The Index of Exhibits filed with this Report begins at page 54.
                              PART I

Item 1.   BUSINESS.

      Certain  of  the  information contained or incorporated  by
reference  in  this  Form 10-K, including  the  discussion  which
follows in this Item 1 of the Company's plans and strategies  for
its   business   and  related  financing,  and  the  Management's
Discussion and Analysis incorporated by reference herein, contain
forward-looking  statements.   For  a  discussion  of   important
factors that could cause actual results to differ materially from
such  forward-looking  statements, please  carefully  review  the
discussion of Risk Factors contained in this Item 1, as  well  as
the  other  information  contained in  this  Report  and  in  the
Company's periodic reports filed with the Securities and Exchange
Commission (the "SEC" or "Commission").

      ACC  Corp. is a switch-based provider of telecommunications
services  in  the  United States, Canada and the United  Kingdom.
The  Company  primarily provides long distance telecommunications
services   to   a   diversified  customer  base  of   businesses,
residential customers and educational institutions.  As a  result
of  recent  regulatory changes, ACC also provides local telephone
service as a switch-based local exchange reseller in upstate  New
York  and  Massachusetts  and  as a reseller  of  local  exchange
services in Ontario and Quebec, Canada.  ACC operates an advanced
telecommunications  network, consisting of  seven  long  distance
international and domestic switches located in the  U.S.,  Canada
and the U.K., a local exchange switch located in the U.S., leased
transmission  lines, and network management systems  designed  to
optimize traffic routing.

      The  Company's  objective  is to  grow  its  long  distance
telecommunications customer base in its existing markets  and  to
establish  itself in deregulating Western European  markets  that
have  high  density telecommunications traffic, such as  Germany,
when the Company believes that business and regulatory conditions
warrant.   The  key  elements of the Company's business  strategy
are:  (1) to broaden ACC's penetration of the U.S., Canadian  and
U.K.  telecommunications markets by expanding its long  distance,
local  and other service offerings and geographic reach;  (2)  to
utilize  ACC's  operating  experience  as  an  early  entrant  in
deregulating  markets  in  the  U.S.,  Canada  and  the  U.K.  to
penetrate other deregulating telecommunications markets that have
high density telecommunications traffic; (3) to achieve economies
of  scale  and  scope  in the utilization of ACC's  network;  and
(4)  to  seek  acquisitions, investments or  strategic  alliances
involving  assets or businesses that are complementary  to  ACC's
current operations.

       The   Company's   principal  competitive  strengths   are:
(1)  ACC's  sales and marketing organization and  the  customized
service  ACC  offers  to  its customers; (2)  ACC's  offering  of
competitive prices which the Company believes generally are lower
than prices charged by the major carriers in each of its markets;
(3)  ACC's position as an early entrant in the U.S., Canadian and
U.K.  markets as an alternative carrier; (4) ACC's focus on  more
profitable  international telecommunications traffic between  the
U.S.,   Canada   and  the  U.K.;  and  (5)  ACC's  switched-based
networking capabilities.  The Company believes that its ownership
of  switches  reduces its reliance on other carriers and  enables
the  Company to efficiently route telecommunications traffic over
multiple  leased  transmission lines and to control  costs,  call
record  data  and  customer  information.   The  availability  of
existing  transmission capacity in its markets makes  leasing  of
transmission  lines attractive to the Company and enables  it  to
grow  network  usage  without having  to  incur  the  significant
capital  and operating costs associated with the development  and
operation of a transmission line infrastructure.

      ACC primarily targets business customers with approximately
$500  to $15,000 of monthly usage, selected residential customers
and  colleges  and universities.  The Company believes  that,  in
addition  to  being  price-driven, these  customers  tend  to  be
focused  on  customer service, more likely to rely  on  a  single
carrier  for  their telecommunications needs and less  likely  to
change  carriers than larger commercial customers.  The diversity
of  ACC's targeted customer base enhances network utilization  by
combining business-driven workday traffic with night and  weekend
off-peak  traffic  from student and residential  customers.   The
Company  strives to be more cost effective, flexible,  innovative
and  responsive  to  the needs of its customers  than  the  major
carriers,  which principally focus their direct sales efforts  on
large commercial accounts and residential customers.

      The Company was originally incorporated in New York in 1982
under  the name A.C. Teleconnect Corp. and was reincorporated  in
Delaware in 1987 under the name ACC Corp.  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 wholly-owned
Canadian  subsidiary  ("ACC Canada"), and ACC  Long  Distance  UK
Limited  ("ACC U.K."). The Company's principal executive  offices
are located at 400 West Avenue, Rochester, New York 14611 and its
telephone number at that address is (716) 987-3000.

     In this Report, references to "dollar" and "$" are to United
States  dollars, references to "Cdn. $" are to Canadian  dollars,
references  to  "pound symbol"  are to British 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.

      For  certain financial information concerning the Company's
foreign  and  domestic operations, see Note 9 to the Consolidated
Financial  Statements incorporated by reference under Item  8  of
this Report.

Industry Overview

      The  global  telecommunications industry  has  dramatically
changed during the past several years, beginning in the U.S. with
AT&T  Corp's  ("AT&T") divestiture of its 22  regional  operating
companies  ("RBOCs")  in  1984  and  culminating  with  the  1996
amendments  to  the U.S. Communications Act of  1934  (the  "U.S.
Communications  Act"), and continuing in  Canada,  the  U.K.  and
other countries with various regulatory changes.  Previously, the
long distance telecommunications industry in the U.S., Canada and
the  U.K.  consisted  of  one  or a  few  large  facilities-based
carriers,    such    as   AT&T,   Bell   Canada    and    British
Telecommunications PLC ("British Telecom").  As a result  of  the
AT&T  divestiture and the recent legislative changes in the  U.S.
and  fundamental  regulatory changes  in  Canada  and  the  U.K.,
coupled    with    technological   and   network   infrastructure
developments  which increased significantly the  voice  and  data
telecommunications  transmission capacity of  dominant  carriers,
the   long   distance  industry  has  developed  into  a   highly
competitive one consisting of numerous alternative long  distance
carriers in each of these countries.  In addition, since the AT&T
divestiture  in  1984, competition has heightened  in  the  local
exchange  market in the U.S. and Canada.  The Company anticipates
that  deregulatory  and  economic  influences  will  promote  the
development  of competitive telecommunications markets  in  other
countries.

      Long  Distance Market.  The U.S. long distance  market  has
grown  to  approximately  $72 billion in annual  revenues  during
1995,  according  to  Federal Communications  Commission  ("FCC")
estimates.   AT&T has remained the largest long distance  carrier
in  the  U.S.  market, retaining slightly more than  53%  of  the
market,  with  MCI  Telecommunications  Corporation  ("MCI")  and
Sprint Corp. ("Sprint") increasing their respective market shares
to  approximately 18% and 10% of the market during  1995.   AT&T,
MCI and Sprint constitute what generally is regarded as the first
tier  in  the  U.S.  long distance market.  Large  regional  long
distance  companies,  some with national  capabilities,  such  as
WorldCom,  Inc.  (which in 1996 merged with  MFS  Communications,
Inc.)   ("WorldCom"),  Cable  &  Wireless  Communications,  Inc.,
Frontier Corp. and LCI International, constitute the second  tier
of  the industry.  The remainder of the U.S. long distance market
share   is   comprised  of  several  hundred  smaller  companies,
including  ACC U.S., known as third-tier carriers.  In  addition,
recent  U.S.  legislation,  which removes  certain  long-standing
restrictions on the ability of the RBOCs to provide long distance
services,  and  the  World Trade Organization ("WTO")  accord  on
basic  services,  will  have a substantial  impact  on  the  long
distance market.

      Since  1990,  competition has existed in the Canadian  long
distance  market.  The Canadian long distance market is dominated
by  a  consortium  of facilities-based local  and  long  distance
telephone  companies (e.g., Bell Canada, BC  Tel,  Maritime  Tel)
operating as the "Stentor" group of companies.  A second group of
long  distance providers, consisting principally of  AT&T  Canada
Long Distance Services Company ("AT&T Canada"), Sprint Canada  (a
subsidiary  of  Call-Net Telecommunications  Inc.)  and  fONOROLA
Inc.,  own  and  operate transmission lines  through  which  they
provide  long  distance voice and data services in  the  Canadian
markets.   Other long distance providers, including  ACC  Canada,
generally lease transmission lines through which they resell long
distance services in the Canadian market.

      The  international, national and local  markets  for  voice
telephone services in the U.K. and Northern Ireland accounted for
approximately  l.4  billion pounds, 2.1  billion pounds  and 2.2 
billion pounds, respectively,  in revenues during the 12 months
ended  March  31, 1996,    according   to   estimates   from  
The    Office    of Telecommunications   ("Oftel"),   the   U.K. 
telecommunications regulatory  authority.  In the U.K., British
Telecom historically has dominated the telecommunications market.
British Telecom was the   largest   carrier  during  such  12  month
period,   with approximately   70%,   80%  and  92%   of   the   revenues
from international,  national  and  local  voice  telephone  services,
respectively.   Mercury  Communications Ltd.  ("Mercury"),  which
owns  and operates interexchange transmission facilities, is  the
second  largest carrier of voice telecommunications in  the  U.K.
The remainder of the U.K. long distance market is comprised of an
emerging market of licensed public telephone operators,  such  as
Energis  Communications Ltd., ("Energis"), WorldCom  and  various
cable  companies, and switched-based resellers such as ACC  U.K.,
AT&T, Esprit Telecom of the U.K. Ltd. ("Esprit") and Sprint.

      Long distance carriers in the U.S., Canada and the U.K. can
be  categorized  by  several distinctions.   One  distinction  is
between   transmission  facilities-based   companies   and   non-
transmission    facilities-based   companies,    or    resellers.
Transmission facilities-based carriers, such as AT&T, Bell Canada
and British Telecom, own their own long distance interexchange or
transmission facilities and originate and terminate calls through
local   exchange   systems.    Profitability   for   transmission
facilities-based  carriers  is  dependent  not  only  upon  their
ability  to  generate  revenues but also upon  their  ability  to
manage  complex networking and transmission costs.   All  of  the
first- and most of the second-tier long distance companies in the
U.S   markets  are  transmission  facilities-based  carriers  and
generally offer service nationwide.  Most transmission facilities-
based  carriers  in  the  third tier of the  market  offer  their
service  only  in  a limited geographic area.  Some  transmission
facilities-based   carriers  contract  with  other   transmission
facilities-based carriers to provide transmission where they have
geographic  gaps in their facilities.  Switched-based  resellers,
such  as  the  Company,  carry their long distance  traffic  over
transmission  lines  leased  from  transmission  facilities-based
carriers,  originate and terminate calls through  local  exchange
systems  or  "competitive  access  providers"  ("CAPs")  such  as
Teleport  Communications Group ("Teleport"),  and  contract  with
transmission facilities-based carriers to provide transmission of
long  distance traffic either on a fixed rate lease  basis  or  a
call volume basis.  Profitability for non-transmission facilities-
based  carriers is dependent largely on their ability to generate
and  retain  sufficient  revenue volume to  negotiate  attractive
pricing with one or more transmission facilities-based carriers.

      A  second distinction among long distance companies is that
of   switch-based  versus  switchless  resellers.    Switch-based
resellers, such as the Company, have one or more switches,  which
are   sophisticated   computers  that  direct  telecommunications
traffic  to  form a transmission path between a  caller  and  the
recipient of a call.  All transmission facilities-based  carriers
are   switch-based   carriers,  as  are   many   non-transmission
facilities-based  carriers, including ACC.  Switchless  resellers
depend  on one or more transmission facilities-based carriers  or
switch-based resellers for transmission and switching facilities.
The  Company believes that its ownership of switches reduces  its
reliance on other carriers and enables the Company to efficiently
route    telecommunications   traffic   over   multiple    leased
transmission  lines and to control costs, call  record  data  and
customer  information.  The availability of existing transmission
capacity  in  its  markets makes leasing  of  transmission  lines
attractive  to  the Company and enables it to grow network  usage
without  having  to incur the significant capital  and  operating
costs  associated  with  the  development  and  operation  of   a
transmission line infrastructure.

      Local Exchange Market.  In the U.S., the existing structure
of  the telecommunications industry principally resulted from the
AT&T  divestiture.  As part of the divestiture, seven RBOCs  were
created  to  offer services in specified geographic areas  called
Local  Access  and  Transport Areas ("LATAs").   The  RBOCs  were
separated from the long distance provider, AT&T, resulting in the
creation  of  distinct local exchange and long distance  markets.
Since  the  AT&T  divestiture, several  factors  have  served  to
promote  competition  in  the  local exchange  market,  including
(i)   the  local  exchange  carriers'  monopoly  position,  which
provided  little  incentive for the local exchange  companies  to
reduce  prices,  improve service or upgrade their  networks,  and
related  regulations which required the local  exchange  carriers
to,   among  other  things,  lease  transmission  facilities   to
alternative  carriers, such as the Company, (ii) customer  desire
for   an  alternative  to  the  local  exchange  carriers,  which
developed  in part as a result of competitive activities  in  the
long  distance market and increasing demand for lower cost,  high
quality,  reliable services, and (iii) the advancement  of  fiber
optic  and  digital  electronic technology,  which  combined  the
ability  to  transmit voice, data and video at high  speeds  with
increased capacity and reliability.

     During the past several years, regulators in some states and
at   the   federal  level  have  issued  rulings  which   favored
competition and promoted the opening of markets to new  entrants.
These    rulings   have   allowed   competitive   providers    of
telecommunications services to offer a number  of  new  services,
including, in certain states, a range of local exchange services.
In February 1996 legislation was enacted (the "Telecommunications
Act  of  1996" or the "1996 Act") which was intended to introduce
increased   competition   in  U.S.  telecommunications   markets,
especially  in  local  markets.  The 1996  Act  opens  the  local
services  market by requiring local exchange carriers  to  permit
interconnection  to  their  networks and  by  establishing  local
exchange  carrier  obligations with respect to unbundled  access,
resale,  number  portability, dialing  parity,  nondiscriminatory
access  to rights of way, mutual compensation for termination  of
calls  on  other  carriers'  networks,  and  other  matters.   In
addition, the legislation codifies local exchange carriers' equal
access  and  nondiscrimination  obligations  and  preempts  state
regulation  that  prohibits  or has  the  effect  of  prohibiting
competition for local telecommunication services.

      As required by the 1996 Act, in August 1996 the FCC adopted
new  rules implementing certain provisions of the 1996  Act  (the
"Interconnection Orders").  These rules are designed to implement
the  pro-competitive, deregulatory national policy  framework  of
the  new  statute  by  removing  or  minimizing  the  regulatory,
economic   and   operational  impediments  to   competition   for
facilities-based  and resold local services,  including  switched
local  exchange  services.   Although setting  minimum,  uniform,
national  rules, the Interconnection Orders also rely heavily  on
states  to apply these rules and to exercise their own discretion
in implementing a pro-competitive regime in their local telephone
markets.    Among   other  things,  the  Interconnection   Orders
establish rules requiring incumbent LECs to interconnect with new
entrants such as the Company at specified network points; require
incumbent  LECs to provide carriers nondiscriminatory  access  to
network elements on an unbundled basis; establish rules requiring
incumbent  LECs  to  allow competitors to  interconnect;  require
states to set prices for interconnection and termination of local
calls;  require  incumbent LECs to offer their telecommunications
services  at retail prices minus avoided costs; and require  LECs
and  utilities  to  provide new entrants  with  nondiscriminatory
access  to  poles,  ducts, conduit and rights  of  way  owned  or
controlled by LECs or utilities.  The Interconnection Orders also
require,  among  other  things,  that  intraLATA  presubscription
(pursuant  to which LECs must allow customers to choose different
carriers for intraLATA toll service without having to dial  extra
digits)  be  implemented no later than February 1999.   Petitions
seeking   reconsideration  of  one  or  more   aspects   of   the
Interconnection  Orders have been filed  with  the  FCC  and  are
pending.  Also, the Interconnection Orders have been appealed  to
various   U.S.  Court  of  Appeals.   These  appeals  have   been
consolidated into proceedings currently pending before  the  U.S.
Eighth Circuit Court of Appeals.  Certain of the rules adopted in
the  Interconnection  Orders, including rules  that  concern  the
pricing of interconnection, have been stayed by the Court.  There
can  be  no assurance of how the Interconnection Orders  will  be
implemented  or  enforced  or  what  effect  they  will  have  on
competition  within the telecommunications industry generally  or
on   the   competitive  position  of  the  Company  specifically.
Nonetheless,  the  Company believes the  trend  toward  increased
competition  and deregulation of the telecommunications  industry
will be accelerated by the 1996 Act and subsequent developments.

      In  Canada,  similar factors promoting competition  in  the
local   exchange  market  developed  in  response  to  regulatory
developments  in  the  Canadian long distance  telecommunications
market  and  to  technological advances in the telecommunications
industry.   The  Canadian Radio-television and Telecommunications
Commission  ("CRTC") has approved, in concept, the  reduction  of
the  remaining restrictions on local exchange services in  Canada
and  a proceeding is being conducted to determine the appropriate
timetable and terms for implementation of its decision.

Business Strategy

      The  Company was an early entrant as an alternative carrier
in  the U.S., Canada and the U.K. The Company's objective  is  to
grow its telecommunications customer base in its existing markets
and  to  establish itself in other deregulating Western  European
markets  with high density telecommunications traffic.   The  key
elements  of  the  Company's business strategy  are  to  increase
penetration  of  existing  markets, enter  new  markets,  improve
operating  efficiency, and pursue acquisitions,  investments  and
strategic alliances.

       Increase   Penetration   of   Existing   Markets.    ACC's
consolidated   revenue   has  grown  from   $126.4   million   to
$308.8  million  over the three fiscal years ended  December  31,
1996,  although the Company expects its growth to  decrease  over
time.   The  Company plans to further increase  its  revenue  and
customer base in the U.S., Canadian and U.K. markets by expanding
its service offerings and geographic reach.  The expansion of the
Company's service offerings is designed to reduce the effects  of
price  per  minute  decreases for long distance  service  and  to
decrease    the   likelihood   that   customers    will    change
telecommunications carriers.  Through this strategy, the  Company
will  seek  to  build a broad base of recurring revenues  in  the
U.S.,  Canada  and  the  U.K.   The  Company  also  offers  local
telephone  services  in  selected additional  U.S.  and  Canadian
markets,  including New York, Massachusetts, Quebec and  Ontario,
as  well  as additional data communications services in the  U.S.
and  Canada.   The Company believes that offering local  services
will  enhance  its  ability to attract and retain  long  distance
customers and reduce the Company's access charges as a percentage
of revenues.

      Enter New Markets.  The Company believes that its operating
experience  in deregulating markets in the U.S., Canada  and  the
U.K.  and  its  experience as an early entrant as an  alternative
carrier   in   those  markets  will  assist  ACC  in  identifying
opportunities in other deregulating countries with  high  density
telecommunications traffic.  In particular, the Company  believes
that    its   position   in   the   U.S.,   Canadian   and   U.K.
telecommunications  markets  and  its  experience  in   providing
international  telecommunications  service  will  assist  it   in
establishing a presence in Germany and other countries  when  the
Company believes that business and regulatory conditions warrant.
The  Company has recently announced that it has formed  a  German
subsidiary in anticipation of deregulation in that marketplace in
1998.   Successful  entry into the German market,  however,  will
depend  upon  a  number  of  factors,  including  negotiation  of
interconnection   agreements  with  Deutsche   Telekom   AG   and
deregulation by governmental authorities.

      Improve  Operating  Efficiency.   The  Company  strives  to
achieve  economies of scale and scope in the use of its  network,
which   consists   of   leased  transmission  facilities,   seven
international and domestic switches, a local exchange switch  and
information systems.  In order to enhance the efficiency  of  the
fixed cost elements of its network, the Company seeks to increase
its  traffic  volume and balance business-driven workday  traffic
with  night  and  weekend  off-peak  traffic  from  student   and
residential  customers.  The Company anticipates that competition
among     transmission     facilities-based     providers      of
telecommunications services in the U.S. and Canadian markets will
afford  ACC  opportunities for reductions in the cost  of  leased
line  facilities.  The Company seeks to reduce its  network  cost
per  billable  minute by more than any reduction in  revenue  per
billable  minute.  The Company also intends to acquire additional
switches and upgrade its existing switches to enhance its network
in  anticipation  of growth in the Company's  customer  base  and
provide  additional  telecommunications  services.   The  Company
believes  that  its  network  switches  enable  the  Company   to
efficiently   route  telecommunications  traffic  over   multiple
transmission  facilities  to  reduce  costs,  control  access  to
customer   information   and  grow  network   usage   without   a
corresponding increase in support costs.

      Pursue  Acquisitions, Investments and Strategic  Alliances.
As the Company expands its service offerings and its network, the
Company  anticipates  that  it will  seek  to  develop  strategic
alliances  both domestically and internationally and  to  acquire
assets  and businesses or make investments in companies that  are
complementary to the Company's current operations.   The  Company
believes that the pursuit of an active acquisition strategy is an
important  means toward achieving growth and economies  of  scale
and  scope  in  its targeted markets.  Through acquisitions,  the
Company believes that it can further increase its traffic  volume
to  further improve the usage of the fixed cost elements  of  its
network.

Services

      Commercial Long Distance Services.  The Company offers  its
commercial  customers  in  the  U.S.  and  Canada  an  array   of
customized services and has developed a similar range of  service
offerings for commercial customers in the U.K.

       In   the  U.S.,  although  the  Company  historically  has
originated long distance voice services principally in  New  York
and  Massachusetts, ACC is currently authorized to originate long
distance  voice  and data services in 45 states.   The  Company's
U.S. services include "1+" inter-LATA long distance service,  and
private  line  service for which a customer is  charged  a  fixed
monthly rate for transmission capacity that is reserved for  that
customer's  traffic.  The Company's U.S. business  services  also
include  toll-free  "800" or "888" services.   In  addition,  the
Company  currently provides intra-LATA service in  certain  areas
for  customers who make a large number of intra-LATA calls.   The
Company  installs automatic dialing equipment to enable customers
to  place such calls over the Company's network without having to
dial  an  access  code.  However, various states,  including  New
York, are moving to implement "equal access" for intra-LATA  toll
calls  such  that  the Company's customers in such  jurisdictions
will  be  able to use the Company's network on a "1 +"  basis  to
complete intra-LATA toll calls.  The Company's ability to compete
in  the  intra-LATA  toll market depends upon  the  margin  which
exists  between  the  access charges it must  pay  to  the  local
exchange  company  for  originating  and  terminating  intra-LATA
calls,  and  the  retail  toll rates  established  by  the  local
exchange carriers for the local exchange carriers' own intra-LATA
toll  service.   The Company's commercial services generally  are
priced  below the rates charged by the major carriers for similar
services  and are competitive with those of other carriers.   See
the   Risk   Factor  discussion  of  "Increasing   Domestic   and
International Competition" in this Item 1 below.

      In Canada, ACC currently originates long distance voice and
data services in the Montreal, Toronto and Vancouver metropolitan
areas  as well as throughout Alberta, British Columbia, Manitoba,
New  Brunswick,  Nova  Scotia, Ontario and Quebec.   The  Company
offers  its  Canadian commercial customers both  voice  and  data
telecommunications services.  The Company's long  distance  voice
services  are  offered to its business customers in a  nine-level
discount structure marketed under the name "Edge."  Discounts are
based on calling volume and call destination and typically result
in  savings  ranging  from 10% to 20% when  compared  to  Stentor
member  rates.   Calls  to the U.S. are priced  at  a  flat  rate
regardless of the destination, and international calls are priced
at  a  percentage discount to the rates charged  by  the  Stentor
group.   The Company also offers toll-free "800" services  within
Canada, as well as to and from the U.S., and offers an ACC Travel
Card  providing  substantial savings off Stentor member  "Calling
Card" rates.  ACC Canada has introduced a frame relay network and
Internet access services (including Web design/hosting)  and  now
provides these services in all provinces except Saskatchewan  and
Newfoundland.

      ACC originates long distance voice services throughout  the
U.K.   The  Company  presently offers its  U.K.  customers  voice
telecommunications  services.  These  services  include  indirect
access  (known  as  "ACCess 1601") through  the  public  switched
telephone network ("PSTN") and the use of direct access lines  to
the  Company's  network (known as "ACCess  Direct")  for  higher-
volume  business  users.  Because ACCess 1601 is  a  mass  market
service,  the  prices offered are built around a  standard  price
list  with volume discounts for high-volume users.  ACCess Direct
is  generally cost effective only for customers making  at  least
5,000 pounds per month in calls.

      The  Company's U.S. and Canadian commercial  customers  are
offered   customized  services,  such  as  comprehensive  billing
packages  and its "Travel Service Elite" domestic calling  cards,
which  allow  the  customer  to  place  long  distance  calls  at
competitive  rates  from anywhere in the U.S.  and  Canada.   The
Company's   standard  monthly  statement  includes  a  management
summary  report,  a  call  detail  report  recording  every  long
distance call and facsimile call, and a pricing breakdown by call
destination.   Optional  calling  pattern  reports,   which   are
available  at  no extra cost, include call summaries  by  account
code,   area   or  city  code,  LATA  (for  U.S.  bound   calls),
international  destination and time-of-day.  This information  is
available to customers in the form of hard copy, magnetic tape or
disk.

      In  the U.S., the Company is conducting feasibility studies
to  identify the market potential and regulatory environment  for
offering   additional  services,  including  video  conferencing,
paging,  international  call  back,  facsimile  and  frame  relay
services,  and  expects  to  introduce broader  Internet  access,
enhanced travel cards and video conferencing in 1997.  In Canada,
the  Company  plans to provide paging services and  expand  frame
relay  services  in  1997.   In the U.K.,  the  Company  is  also
considering     additional    service    offerings,     including
teleconferencing, voice mail, calling cards, call-back and  smart
card  services and plans to introduce Internet access and prepaid
calling cards in 1997.

     University Program.  The Company's university program offers
a   variety   of   telecommunications  services  to   educational
institutions   ranging   from   long   distance    service    for
administration  and  faculty, to integrated  on-campus  services,
including  local and long distance service, voice mail,  intercom
calling  and  operator services for students, administrators  and
faculty.    The   Company's  sales,  marketing  and   engineering
professionals   work   directly  with  college   and   university
administrators to design and implement integrated  solutions  for
providing and managing telecommunications equipment and  services
to meet the current and prospective communications needs of their
institutions.  As part of its program, the Company often installs
telecommunications   equipment   which,   depending   upon    the
circumstances,  may include a switch or private branch  exchange,
voice  mail, cabling and, in the U.K., pay telephones.  Pay phone
usage  in  the  U.K.,  particularly  at  universities,  is   more
prevalent  than  in the U.S. and Canada.  To access  this  market
directly, the Company has established a pay phone division in the
U.K.,  which  supplies pay phones that will  automatically  route
calls  from  universities and other institutions over ACC  U.K.'s
network.

      The  Company's long distance rates in the U.S. for students
generally are priced at a 10% discount from those charged by  the
largest  long  distance  carriers.  The  contracts  in  the  U.S.
typically  provide the Company with a right of first  refusal  to
provide    the   institution   with   any   desired    additional
telecommunications  services  or enhancements  (based  on  market
prices)   during  the  term  of  the  contract.   The   Company's
university  contracts in Canada generally  provide  it  with  the
exclusive  right, and in the U.K. the opportunity, to  market  to
the  school's students, faculty and administration.  Most of  the
Company's   contracts  in  Canada  also  provide  for   exclusive
university  support for marketing to alumni.  These  arrangements
allow  the Company to market its services to these groups through
its affinity programs.

      The Company offers university customers in the U.S., Canada
and  the  U.K.  certain customized services.  The Company  offers
academic  institutions a comprehensive billing package to  assist
them in reviewing and controlling their telecommunications costs.
For  its university student customers in the U.S. and Canada, the
Company  provides  a  billing format that indicates  during  each
statement  period the savings per call (in terms of the  discount
from  the largest long distance carrier's rates) realized  during
the  billing period, and for all university customers the Company
provides a call detail report recording every long distance call.
In  addition,  for  university  student  customers,  the  Company
provides individual bills for each user of the same telephone  in
a  dormitory room or suite so that each student in the  dormitory
room or suite can be billed for the calls he or she made.

      Many of the Company's university customers in the U.S.  are
offered operator services, which are available 24 hours per  day,
seven days per week.  The Company also offers its U.S. university
customers its "Travel Service Elite" domestic calling  card.   In
addition,  the Company sells a prepaid calling card in the  U.S.,
which  allows customers to prepay for a predetermined  number  of
"units"  representing long distance minutes.  The rate  at  which
the  units are used is determined by the destination of the calls
made by the customer.

      The  Company's sales group targets university customers  in
the  U.S., Canada and in the U.K.  In the U.S. university market,
the  Company  generally targets small to medium size universities
and colleges with full time enrollments in the range of 1,000  to
5,000  students.   In  Canada,  the  Company  has  been  able  to
establish  relationships  with several large  universities.   The
Company believes that, while its marketing approach in Canada  is
similar  to that in the U.S., its nationwide presence  in  Canada
assists it in marketing to larger academic institutions.  In  the
U.K.,   the   Company  has  been  able  to  establish   long-term
relationships  with  several  large  universities.   The  Company
believes  that,  while  its marketing approach  in  the  U.K.  is
similar  to  that  in  the  U.S., it is  able  to  access  larger
educational  institutions because of its nationwide presence  and
because  transmission facilities-based carriers have not  focused
on  this  market.  The Company believes that competition  in  the
university market is based on price, as well as the marketing  of
unique programs and customizing of telecommunications services to
the  needs of the particular institution and that its ability  to
adapt   to  customer  needs  has  enhanced  its  development   of
relationships with universities.

      Residential Long Distance Services.  The Company offers its
residential  customers in the U.S. and Canada a variety  of  long
distance  service plans and is currently offering and  developing
similar plans for its residential customers in the U.K.   In  the
U.S.,  the Company's "Save Plus" program provides customers  with
competitively  priced long distance service.  In  addition,  U.S.
customers are provided with a "Phone Home" long distance  service
through  which,  by dialing an 800 number plus  an  access  code,
callers  can  call home at competitive rates.   In  general,  the
Company's  residential services are priced below  AT&T's  premium
rates  for similar services.  In Canada, the Company offers three
different  residential service plans.  The basic  offering  is  a
discount  plan,  with call pricing discounted  from  the  Stentor
companies' tariffed rates for similar services depending  on  the
time  of  day and day of the week.  The Company also  offers  its
"Sunset Savings Plan," which allows calling across Canada and  to
the  continental U.S. at a flat rate per minute.  In the  Toronto
metropolitan  area, the Company offers "Extended  Metro  Toronto"
calling,  which provides flat rate calling within areas  adjacent
to  Toronto  that are long distance from each other.   Customized
billing  services  are  also offered to the  Company's  U.S.  and
Canadian  residential  customers.  In the U.K.,  all  residential
customers  use the Company's ACCess 1601 service, which  provides
savings off the standard rates charged for residential service by
British Telecom or Mercury, but requires the customer to  dial  a
four digit access code before dialing the area code and number.

      International  Long Distance Services.  The Company  offers
international products and services to both its existing customer
base  and to potential customers in the U.S., Canada and the U.K.
The  Company's  international simple resale  licenses  (the  "ISR
Licenses")  allow  the  Company  to  resell  international   long
distance  service on leased international circuits  connected  to
the  PSTN at both ends between the U.S. and Canada, the U.S.  and
the U.K., Canada and the U.K., and, subject to certain safeguards
on  non-competitive routes, all other countries and  territories.
The Company believes it can compete effectively for international
traffic  due  to  the  ISR Licenses it has obtained  for  traffic
between the U.S., Canada and the U.K. which allow it to price its
services   at   cost-based  rates  that  are   lower   than   the
international  settlement-based rates that would otherwise  apply
to  such  traffic.   However, numerous other carriers  also  have
international  simple resale licenses.  The  Company  has  leased
fixed  cost  facilities between these countries and is developing
services  for customers with high volumes of traffic between  and
among  the U.S., Canada and the U.K.  In December 1996, ACC  U.K.
was  awarded an International Facilities License, and expects  to
receive  a  Public  Telecommunications  Operator  license,  which
licenses will enable the Company to build and operate a microwave
network  in  the U.K. and to use the U.K. as a regional  hub  for
international telecommunications traffic.

      Local  Exchange  Services.  Building on its  experience  in
providing   local   telephone  service  to   various   university
customers,  the Company took advantage of regulatory developments
in  New  York  State and in 1994 began offering  local  telephone
service to commercial customers in upstate New York.  As a result
of  its August 1995 acquisition of Metrowide Communications,  the
Company  provides  local  telephone  service  as  a  reseller  in
Ontario,  Canada, and began providing such service in  Quebec  in
1996.    The   Company  believes  that  it  can  strengthen   its
relationships  with existing commercial, university  and  college
and  residential customers in New York State and Canada  and  can
attract  new  customers by offering them local and long  distance
services,  thereby  providing a single source  for  comprehensive
telecommunications services.  Providing local  telephone  service
may enable the Company to serve new local exchange customers even
if they are already under contract with a different interexchange
carrier  for  long  distance service.  Commencing  in  1997,  the
Company  plans  to expand its local telephone operations  to  New
York  City,  Albany  and  Buffalo,  New  York,  and  Boston   and
Springfield, Massachusetts.

      The  Company has only limited experience in providing local
telephone  services, having commenced providing such services  in
1994.   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.  Larger, better capitalized
alternative  local providers, including AT&T, among others,  will
be better able to sustain losses associated with discount pricing
and  initial  investments  and  expenses.   The  local  telephone
service  business  requires significant initial  investments  and
expenses  in  capital  equipment, as well as significant  initial
promotional and selling expenses.  There can be no assurance that
the  Company  will be able to lease transmission facilities  from
local  exchange carriers at wholesale rates that will  allow  the
Company  to compete effectively with the local exchange  carriers
or  other alternative providers or that the Company will generate
positive  operating margins or attain profitability in its  local
telephone service business.

Sales and Marketing

     The Company markets its services in the U.S., Canada and the
U.K.  through  a  variety of channels, including  ACC's  internal
sales forces, independent sales agents, co-marketing arrangements
and  affinity  programs, as described below.  The Company  has  a
total   of   approximately  130  internal  sales  personnel   and
approximately  200  independent sales agents  serving  its  U.S.,
Canadian  and  U.K.  markets.  Although it  has  not  experienced
significant  turnover in recent periods, a loss of a  significant
number  of  independent  sales agents could  have  a  significant
adverse  effect  on the Company's ability to generate  additional
revenue.  The Company maintains a number of sales offices in  the
Northeastern   U.S.,  Canada,  and  in  London,  Manchester   and
Cambridge,  England.  In addition, with respect to its university
and student customers in each country, the Company has designated
representatives  to assist in customer enrollment,  dissemination
of  marketing  information, complaint  resolution  and,  in  some
cases,  collection  of  customer payments,  with  representatives
located  on  some  campuses.   The  Company  actively  seeks  new
opportunities  for  business alliances in the  form  of  affinity
programs  and  co-marketing arrangements  to  provide  access  to
alternative distribution channels.

      During  each of the last three years, no customer accounted
for 10% or more of the Company's total revenue.

     United States.  The Company markets its services in the U.S.
through  ACC's  internal sales personnel  and  independent  sales
agents  as  well  as  through attendance  and  representation  at
significant  trade association meetings and industry  conferences
of  target  customer groups.  The Company's sales  and  marketing
efforts  in the U.S. are targeted primarily at business customers
with  $500  to  $15,000  of monthly usage,  selected  residential
customers  and  universities  and  colleges.   The  Company  also
markets  its  services  to other resellers  and  rebillers.   The
Company  plans  to  leverage its market  base  in  New  York  and
Massachusetts into other New England states and Pennsylvania  and
to  eventually extend its marketing focus in other  states.   ACC
has  obtained  authorization  to originate  long  distance  voice
services in 45 states.

      Canada.  The Company markets its long distance services  in
Canada  through  internal sales personnel and  independent  sales
agents,  co-marketing  arrangements and affinity  programs.   The
Company  focuses  its direct selling efforts on medium-sized  and
large  business customers.  The Company also markets its services
to  other  resellers and rebillers.  The Company uses independent
sales  agents  to  target  small  to  medium-sized  business  and
residential customers throughout Canada.  These independent sales
agents  market  the  Company's  services  under  contracts   that
generally  provide for the payment of commissions  based  on  the
revenue   generated   from   new  customers   obtained   by   the
representative.  The use of an independent agent  network  allows
the  Company to expand into additional markets without  incurring
the  significant  initial costs associated with  a  direct  sales
force.

      In addition to marketing its residential services in Canada
through  independent  sales  agents, the  Company  has  developed
several   affinity  programs  designed  to  attract   residential
customers  within specific target groups, such as  clubs,  alumni
groups  and  buying groups.  The use of affinity programs  allows
the  Company to target groups with a nationwide presence  without
engaging   in  costly  nationwide  advertising  campaigns.    For
example,  ACC Canada has established affinity programs with  such
groups  as  the  Home Service Club of Canada, the  University  of
Toronto  and  McGill and Western Universities.  In addition,  the
Company  has  developed a co-marketing arrangement with  Hudson's
Bay  Company  (a  large  Canadian  retailer)  through  which  the
Company's telecommunications services are marketed under the name
"The Bay Long Distance Program."

      United  Kingdom.   In  the U.K., the  Company  markets  its
services to business and residential customers, as well as  other
telecommunications resellers, through a multichannel distribution
plan  including  its  internal  sales  force,  independent  sales
agents, co-marketing arrangements and affinity programs.

      The Company generally utilizes its internal sales force  in
the  U.K. to target medium and large business customers, a number
of  which have enough volume to warrant a direct access  line  to
the  Company's switch, thereby bypassing the PSTN.   The  Company
markets its services to small and medium-sized businesses through
independent sales agents.  Telemarketers also are used to  market
services  to  small business customers and residential  customers
and  to  generate  leads for the other members of  the  Company's
internal sales force and independent sales agents.  ACC U.K.  has
established  an  internal  marketing group  that  is  focused  on
selling its service to other telecommunications resellers in  the
U.K.  and  certain European countries on a wholesale basis.   ACC
U.K.  has  entered into co-marketing arrangements with utilities,
university alumni groups and other organizations.

Network

      In  the  U.S., Canada and the U.K., the Company utilizes  a
network  of  lines  leased under volume discount  contracts  with
transmission  facilities-based carriers, much of which  is  fiber
optic  cable.   To maximize efficient utilization, the  Company's
network  in  each country is configured with two-way transmission
capability  that combines over the same network the  delivery  of
both  incoming  and  outgoing calls to  and  from  the  Company's
switches.   The  selection  of  any particular  circuit  for  the
transmission of a call is controlled by routing software, located
in the switches, that is designed to cause the most efficient use
of the Company's network.  The Company evaluates opportunities to
install  switches  in selected markets where the  volume  of  its
customer  traffic  makes such an investment economically  viable.
Utilization  of  the  Company's  switches  allows  ACC  to  route
customer  calls over multiple networks to reduce  costs.   As  of
December  31,  1996, the Company operated switches for  its  call
traffic in eight locations and maintained 19 additional points of
presence ("POPs") in the U.S., Canada and the U.K.

     Some of the Company's contracts with transmission facilities-
based   carriers  contain  under-utilization  provisions.   These
provisions  require the Company to pay fees to  the  transmission
facilities-based  carriers if the Company does not  meet  minimum
periodic  usage requirements.  The Company has not been  assessed
with  any  underutilization charges in the past.  However,  there
can  be  no assurance that such charges would not be assessed  in
the  future.  Other resellers generally contract with the Company
on  a month-to-month basis, select the Company almost exclusively
on  the  basis  of  price  and  are  likely  to  terminate  their
arrangements  with the Company if they can obtain better  pricing
terms  elsewhere.   The  Company uses projected  sales  to  other
resellers  in evaluating the trade-offs between volume  discounts
and  minimum  utilization rates it negotiates  with  transmission
facilities-based  carriers.  If sales to other resellers  do  not
meet  the  Company's  projected levels, the Company  could  incur
underutilization  charges  and be placed  at  a  disadvantage  in
negotiating future volume discounts.

      ACC generally utilizes redundant, highly automated advanced
telecommunications  equipment in  its  network  and  has  diverse
alternate  routes  available in cases of  component  or  facility
failure.   Automatic traffic re-routing enables  the  Company  to
provide   a   high  level  of  reliability  for  its   customers.
Computerized  automatic network monitoring equipment  facilitates
fast  and  accurate analysis and resolution of network  problems.
The  Company  provides  customer  service  and  support,  24-hour
network  monitoring,  trouble  reporting  and  response,  service
implementation  coordination,  billing  assistance  and   problem
resolution.

      In  the  U.S.,  the  Company maintains  two  long  distance
switches, one local exchange switch and nine additional points of
presence.   The Company plans to install local exchange  switches
in  New  York City, Albany and Buffalo, New York and  Boston  and
Springfield, Massachusetts during 1997.  These switches and  POPs
provide  an  interface  with the PSTN to  service  the  Company's
customers.    Lines  leased  from  transmission  facilities-based
carriers link the Company's U.S. POPs to its switches.  ACC  U.S.
maintains a leased, direct trans-Atlantic link with ACC U.K. that
it established in 1994 following the Company's receipt of its ISR
License for U.K.-U.S. calls and international private line resale
authority in the U.S.  The Company is currently negotiating  with
Mercury  for  the purchase of an indefeasible rights  utilization
with respect to such trans-Atlantic link to the U.K.  The Company
believes  that  the  purchase of such rights will  enable  it  to
reduce network costs.

      In  Canada,  the  Company maintains  switches  in  Toronto,
Montreal  and Vancouver, together with seven POPs to  provide  an
interface  with  the Canadian PSTN.  The Company  also  maintains
frame  relay  nodes  for  switched  data  in  Toronto,  Montreal,
Vancouver  and  Calgary.   The Company  uses  transmission  lines
leased  from transmission facilities-based carriers to  link  its
Canadian POPs to its switches.  This network is also linked  with
the  Company's switches in the U.S. and the U.K. ACC Canada  also
maintains a leased, direct trans-Atlantic link with ACC U.K. that
it  established  following the grant  to  ACC  U.K.  of  its  ISR
License.   This  transmission line enables  ACC  Canada  to  send
traffic  to  the U.K. at rates below those charged  by  Teleglobe
Canada  ("Teleglobe Canada"), the exclusive Canadian transmission
facilities-based  carrier  for international  calls,  other  than
those to and from the U.S. and Mexico.

      In  the U.K., the Company maintains switches in London  and
Manchester, England, and plans to install an additional switch in
Bristol,   England  during  1997.   ACC  U.K.   maintains   three
additional POPs providing interfaces with the PSTN in  the  U.K.,
which  are  linked  to  its switches through  transmission  lines
leased  from  the  major transmission facilities-based  carriers.
This  network is also linked with the Company's switches  in  the
U.S. and Canada.  Customers can access the Company's U.K. network
through  direct  access  lines or by dial-up  access  using  auto
dialing  equipment, indirect access code dialing  or  least  cost
routing   software   integrated  in  the   customer's   telephone
equipment.    In   December  1996,  ACC  U.K.  was   awarded   an
International Facilities License, and expects to receive a Public
Telecommunications Operator license, which licenses  will  enable
the  Company to build and operate a microwave network in the U.K.
and  to  use  the  U.K.  as  a  regional  hub  for  international
telecommunications traffic.

     Network costs are the single largest expense incurred by the
Company.   The Company strives to control its network  costs  and
its dependence on other carriers by leasing transmission lines on
an  economical basis.  The Company is also considering  ownership
of  certain  transmission facilities as a means of  reducing  its
network costs.  The Company has negotiated leases of private line
circuits  with  carriers  that operate fiber  optic  transmission
systems  at  rates independent of usage, particularly  on  routes
over which ACC carries high volumes of calls such as between  the
U.S.,  Canada  and the U.K. The Company attempts to maximize  the
efficient utilization of its network in the U.S., Canada and  the
U.K.   by   marketing  to  commercial  and  academic  institution
customers,  who  tend  to  use its services  most  frequently  on
weekdays  during  normal  business  hours,  and  residential  and
student customers, who use these services most often during night
and weekend off-peak hours.

Information Systems

      The  Company  believes that maintaining  sophisticated  and
reliable  billing and customer services information systems  that
integrate billing, accounts receivable and customer support is  a
core   capability  necessary  to  record  and  process  the  data
generated  by a telecommunications service provider.   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   is
developing  and implementing new systems designed to (i)  enhance
the  Company's  ability to monitor and respond  to  the  evolving
needs of its customers by developing new and customized services,
(ii) improve least-cost routing of traffic on ACC's international
network, (iii) provide sophisticated billing information that can
be  tailored  to  meet  the requirements of  its  customer  base,
(iv)  provide  high  quality customer  service,  (v)  detect  and
minimize   fraud,   (vi)   verify  payables   to   suppliers   of
telecommunications  transmission facilities and  (vii)  integrate
additions to its customer base.  A variety of problems are  often
encountered  in  connection  with  the  implementation   of   new
information systems.  There can be no assurance that the  Company
will  not  suffer  adverse consequences or cost overruns  in  the
implementation  of the new information systems or  that  the  new
systems will be appropriate for the Company.  See the Risk Factor
discussion  of "Dependence on Effective Information  Systems"  in
this Item 1 below.

Competition

     The telecommunications industry is highly competitive and is
significantly  influenced by the marketing and pricing  decisions
of the larger industry participants.  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  broad
array   of   telecommunications  services.   The   industry   has
relatively  insignificant  barriers to entry,  numerous  entities
competing  for the same customers and a high average churn  rate,
as   customers  frequently  change  long  distance  providers  in
response to the offering of lower rates or promotional incentives
by  competitors.   Although many of the Company's  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  42%,
12% and 24% of the revenues of ACC U.S., ACC Canada and ACC U.K.,
respectively,  in  1996.  With respect to  these  customers,  the
Company  competes almost exclusively on price and does  not  have
long  term  contracts.   The industry has  experienced  and  will
continue to experience rapid regulatory and technological change.
Many   competitors   in  each  of  the  Company's   markets   are
significantly larger than the Company, have substantially greater
resources than the Company, control transmission lines and larger
networks  than  the  Company and have longstanding  relationships
with  the  Company's target customers.  There can be no assurance
that  the  Company  will remain competitive in this  environment.
Regulatory  trends  have  had,  and  may  have  in  the   future,
significant  effects  on competition in  the  industry.   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  like competition in the U.S. markets over time as such non-
U.S. markets continue to experience deregulatory influences.  See
the  Risk  Factor discussions of "Potential Adverse  Effects   of
Regulation"    and    "Increasing   Domestic  and   International
Competition"  and  the  discussion of "Regulation"  all  in  this
Item 1 below.

      Competition  in the long distance industry  is  based  upon
pricing,  customer service, network quality, value-added services
and  customer  relationships.  The success of a  non-transmission
facilities-based carrier such as the Company depends largely upon
the  amount  of  traffic that it can commit to  the  transmission
facilities-based carrier and the resulting volume discount it can
obtain.   Subject  to  contract restrictions and  customer  brand
loyalty,  resellers like the Company may competitively bid  their
traffic  among  other  national long distance  carriers  to  gain
improvement  in  the  cost of service.  The relationship  between
resellers  and the larger transmission facilities-based  carriers
is  twofold.   First, a reseller is a customer  of  the  services
provided by the transmission facilities-based carriers, and  that
customer  relationship is predicated primarily upon  the  pricing
strategies  of  the first tier companies.  The reseller  and  the
transmission facilities-based carriers are also competitors.  The
reseller  will attract customers to the extent that  its  pricing
for  customers  is  generally  more favorable  than  the  pricing
offered the same size customers by larger transmission facilities-
based  carriers.  However, transmission facilities-based carriers
have been aggressive in developing discount plans which have  had
the  effect of reducing the rates they charge to customers  whose
business  is sought by the reseller.  Thus, the business  success
of  a  reseller  is  significantly tied to the  pricing  policies
established by the larger transmission facilities-based carriers.
There can be no assurance that favorable pricing policies will be
continued by those larger transmission facilities-based carriers.

      United  States.  In the U.S., the Company is authorized  to
originate  long  distance  service  in  45  states  (although  it
currently  derives  most  of its U.S. revenues  principally  from
calls  originated  in New York and Massachusetts).   The  Company
competes  for  customers,  transmission  facilities  and  capital
resources with numerous long distance telecommunications carriers
and/or  resellers, some of which are substantially  larger,  have
substantially   greater   financial,  technical   and   marketing
resources, and own or lease larger transmission systems than  the
Company.   AT&T is the largest supplier of long distance services
in  the U.S. inter-LATA market.  The Company also competes within
its U.S. call origination areas with other national long distance
telephone  carriers, such as MCI, Sprint and  regional  companies
which  resell  transmission services.  RBOCs from  outside  Nynex
Corp.'s  region,  including  Southwest  Bell,  have,  under   the
authority contained in the 1996 Act, begun to offer long distance
services in Nynex Corp.'s region.  In the intra-LATA market,  the
Company  also competes with the local exchange carriers servicing
those  areas.  In its local service areas in New York State,  the
Company presently competes or in the future will compete with New
York  Telephone  Company ("New York Telephone"), Frontier  Corp.,
AT&T,  Citizens  Telephone Co., WorldCom and  with  cellular  and
other wireless carriers.  These local exchange carriers all  have
long-standing  relationships  with  their  customers   and   have
financial,   personnel  and  technical  resources   substantially
greater  than those of the Company.  Furthermore, joint  ventures
such   as   those   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, called Global One, the proposed merger of Cable Wireless
PLC  and  Global  One, the recently announced merger  of  British
Telecom  and  MCI, and other strategic alliances  could  increase
competitive  pressures  upon  the Company.   The  pending  merger
between Nynex Corp. and Bell Atlantic is likely to strengthen the
financial  resources  of  the  new,  combined  company,  and  its
integrated  networks  may  enhance  its  ability  to  offer  long
distance  services  in  the  combined Nynex  Corp./Bell  Atlantic
region.

     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 the 1996 Act, RBOCs  will
be  allowed to enter the long distance market upon a showing that
certain  conditions  related to competition have  been  met,  and
AT&T,  MCI and other long distance carriers, utilities and  cable
television   companies   will   be   allowed   to    enter    the
telecommunications market.  In addition, the FCC has, on  several
occasions  since 1984, approved or required price  reductions  by
AT&T  and, in 1995 and 1996, the FCC reclassified AT&T as a "non-
dominant"carrier  for  domestic and international  long  distance
services,  which substantially reduces the regulatory constraints
on  AT&T.   In  the  recently-completed World Trade  Organization
talks, the U.S. committed to allowing foreign carriers heretofore
prohibited  from  competing in U.S. markets, to  enter  the  U.S.
local,  long  distance, and international markets.  Although  the
ability  of large foreign carriers to compete in the U.S.  market
will depend upon how the FCC implements this commitment, the  WTO
accord will likely increase the level of competition in the  U.S.
local,  long  distance, and international markets.   The  Company
believes  that  the principal competitive factors  affecting  its
market  share  in  the  U.S. are pricing,  customer  service  and
variety of services.  By offering high quality telecommunications
services  at  competitive prices and by offering a  portfolio  of
value-added services including customized billing packages,  call
management   and   call   reporting   services,   together   with
personalized  customer service and support, the Company  believes
that  it  competes effectively with other local and long distance
telephone  carriers  and  resellers in its  service  areas.   The
Company's ability to continue to compete effectively will  depend
on  its continued ability to maintain high quality, market-driven
services  at  prices  generally  below  those  charged   by   its
competitors.

      Canada.   In  Canada, the Company competes with facilities-
based  carriers,  other resellers and rebillers.   The  Company's
principal  transmission  facilities-based  competitors  are   the
Stentor  group  of  companies, in particular,  Bell  Canada,  the
dominant  suppliers  of long distance services  in  Canada,  AT&T
Canada, which provides certain facilities-based and long distance
services to business and residential customers, and Sprint Canada
and fONOROLA Inc., which provide certain transmission facilities-
based  services  and  also act as reseller of  telecommunications
services.   The  Company also competes against  CamNet,  Inc.,  a
reseller  of  telecommunications services.  The Company  believes
that, for some of its customers and potential customers, it has a
competitive advantage over other Canadian resellers as  a  result
of  its  operations in the U.S. and the U.K.  In particular,  the
trans-Atlantic link that it established in June 1993 between  the
U.K.  and  Canada allows ACC Canada to sell traffic to  the  U.K.
with  a  significantly  lower  cost  structure  than  many  other
resellers.

      United  Kingdom.   In  the U.K. the Company  competes  with
facilities-based  carriers and other  resellers.   The  Company's
principal  competitors  in  the U.K.  are  British  Telecom,  the
dominant supplier of telecommunications services in the U.K., and
Mercury.   The  Company  also  faces  competition  from  emerging
licensed  public telephone operators (who are constructing  their
own  facilities-based networks) such as Energis and WorldCom, and
from  other  resellers including Esprit and Sprint.  The  Company
believes  its  services are competitive, in terms  of  price  and
quality,  with  the  service offerings of  its  U.K.  competitors
primarily  because of its advanced network-related  hardware  and
software  systems  and  the  network  configuration  and  traffic
management expertise employed by it in the U.K.

Regulation

     United States

     The services which the Company's U.S. operating subsidiaries
provide  are  subject to varying degrees of  federal,  state  and
local  regulation.   The  FCC  exercises  jurisdiction  over  all
facilities of, and services offered by, telecommunications common
carriers   to  the  extent  that  they  involve  the   provision,
origination  or  termination  of jurisdictionally  interstate  or
international  communications.  The state regulatory  commissions
retain jurisdiction over the same facilities and services to  the
extent    they    involve   origination   or    termination    of
jurisdictionally  intrastate communications.  In  addition,  many
regulations  may  be subject to judicial review,  the  result  of
which the Company is unable to predict.

     Telecommunications Act of 1996 and the FCC's Interconnection
Orders.    The  1996  Act  is  intended  to  introduce  increased
competition  in  U.S. telecommunication markets.   It  opens  the
local  services  market by requiring local exchange  carriers  to
permit  interconnection  to their networks  and  by  establishing
local  exchange  carrier obligations with  respect  to  unbundled
access,  resale,  number portability, dialing parity,  access  to
rights-of-way,  mutual  compensation  and  other   matters.    In
addition,  the  1996  Act codifies the local  exchange  carriers'
equal  access  and  nondiscrimination  obligations  and  preempts
inconsistent  state  regulation.  The legislation  also  contains
special  provisions  that eliminate the AT&T  Divestiture  Decree
(the   "AT&T   Divestiture   Decree")  (and   similar   antitrust
restrictions on the GTE Operating Companies) which restricts  the
RBOCs   from  providing  long  distance  services.    These   new
provisions  permit  an  RBOC to enter  the  "out-of-region"  long
distance  market  immediately and the "in-region"  long  distance
market   if  it  satisfies  several  procedural  and  substantive
requirements, including showing that facilities-based competition
is   present  in  its  market  and  that  it  has  entered   into
interconnection  agreements which satisfy a 14-point  "checklist"
of  competitive  requirements.  The Company  is  likely  to  face
significant   additional  competition  from  several   companies,
including   from   Nynex  Corp.,  the  RBOC  in   the   Company's
Northeastern  U.S.  service area, which may be  among  the  first
RBOCs  permitted to offer in-region long distance services.   The
pending merger between Nynex Corp. and Bell Atlantic is likely to
strengthen  the financial resources and competitive  capabilities
of  the new, combined company.  The 1996 Act provides for certain
safeguards to protect against anticompetitive abuse by the RBOCS,
but whether these safeguards will provide adequate protection  to
alternative  carriers, such as the Company,  and  the  impact  of
anticompetitive conduct if such conduct occurs, is unknown.

      As required by the 1996 Act, in August 1996 the FCC adopted
new  rules implementing certain provisions of the 1996  Act  (the
"Interconnection Orders").  These rules are designed to implement
the  pro-competitive, deregulatory national policy  framework  of
the  new  statute  by  removing  or  minimizing  the  regulatory,
economic   and   operational  impediments  to   competition   for
facilities-based  and resold local services,  including  switched
local  exchange  service.   Although  setting  minimum,  uniform,
national  rules, the Interconnection Orders also rely heavily  on
states  to apply these rules and to exercise their own discretion
in implementing a pro-competitive regime in their local telephone
markets.

      Among  other  things, the Interconnection Orders  establish
rules  requiring incumbent LECs to interconnect with new entrants
such   as  the  Company  at  specified  network  points;  require
incumbent  LECs to provide carriers nondiscriminatory  access  to
network  elements  on  an  unbundled  basis  at  any  technically
feasible   point   at  rates  that  are  just,   reasonable   and
nondiscriminatory; establish rules requiring  incumbent  LECs  to
allow  interconnection  via  physical  and  virtual  collocation;
require  the states to set prices for interconnection,  unbundled
elements,   and   termination   of   local   calls    that    are
nondiscriminatory  and  cost-based  (using  a   forward   looking
methodology which excludes embedded costs but allows a reasonable
cost-of-capital  profit); require incumbent  LECs  to  offer  for
resale any telecommunication service that the carrier provides at
retail to end users at prices to be established by the states but
which  generally  are at retail prices minus  reasonably  avoided
costs;  and  require LECs and utilities to provide  new  entrants
with nondiscriminatory access to poles, ducts, conduit and rights
of  way owned or controlled by LECs or utilities.  Exemptions  to
some  of these rules are available to LECs which qualify as rural
LECs under the 1996 Act.  The Interconnection Orders also require
that intraLATA presubscription (pursuant to which LECs must allow
customers to choose different carriers for intraLATA toll service
without having to dial extra digits) be implemented no later than
February   1999;   that   LECs   provide   new   entrants    with
nondiscriminatory   access  to  directory  assistance   services,
directory listings, telephone numbers, and operator services; and
that  LECs comply with certain network disclosure rules  designed
to ensure interoperability of multiple local switched networks.

      Petitions seeking reconsideration of one or more aspects of
the  Interconnection Orders have been filed with the FCC and  are
pending.  Also, the Interconnection Orders have been appealed  to
various   U.S.   Court  of  Appeals  which  appeals   have   been
consolidated into proceedings currently pending before  the  U.S.
Eighth Circuit Court of Appeals.  Certain of the rules adopted in
the  Interconnection  Orders, including rules  that  concern  the
pricing of interconnection, have been stayed by the Court.

      The  1996 Act provided the FCC with expansive authority  to
effectively  deregulate  the  local and  long  distance  markets.
Specifically,  the FCC was provided authority  to  forebear  from
regulating,  in  whole  or  in  part,  carriers  where  the   FCC
determines to that such forbearance is consistent with the public
interest.   As  a  result, the FCC has engaged  in  a  number  of
additional rulemakings designed to effectively transition to  the
increasingly deregulated local and long distance markets.  Two of
the  most  prominent proceedings involved universal  service  and
access charge reform.  Others are anticipated.  There can  be  no
assurance of how the 1996 Act or the Interconnection Orders  will
be  implemented or enforced or to what effect they will  have  on
competition  within the telecommunications industry generally  or
on the competitive position of the Company.

      Federal.  The FCC has classified ACC U.S. as a non-dominant
interexchange  carrier.  Generally, the FCC  has  chosen  not  to
exercise  its statutory power to closely regulate the charges  or
practices of non-dominant carriers.  Nevertheless, the  FCC  acts
upon  complaints against such carriers for failure to comply with
statutory  obligations or with the FCC's rules,  regulations  and
policies.   The  FCC also has the power to impose more  stringent
regulatory  requirements  on  the  Company  and  to  change   its
regulatory  classification.  The Company believes  that,  in  the
current regulatory environment, the FCC is unlikely to do so.

      Until  October  1995,  AT&T was classified  as  a  dominant
carrier but AT&T successfully petitioned the FCC for non-dominant
status  in  the  domestic  interstate and  interexchange  market.
Therefore, certain pricing restrictions that once applied to AT&T
have been eliminated, which could result in increased prices  for
services  the  Company purchases from AT&T and  more  competitive
retail  prices offered by AT&T to customers.  However,  to  date,
the  Company has not found rate changes attributable to the price
cap  regulation of AT&T and the local exchange carriers  to  have
substantially adversely affected its business.  In 1996, AT&T was
re-classified   as  a  non-dominant  carrier  for   international
services.

      Carriers  such  as  the  Company  have  traditionally  been
required to file tariffs with the FCC containing the rates, terms
and conditions of interstate service.  Recently that has changed,
and  following a transition period, which is currently  scheduled
to  conclude  in  November 1997, non-dominant  carriers  will  no
longer be able to file tariffs with the FCC concerning their long
distance  services.  Such carriers will, however, be required  to
maintain  at  their  offices,  and to  provide  to  customers  or
regulators  upon  request,  information  concerning  their   long
distance  services.  The FCC order eliminating tariffs  has  been
appealed  to  the  U.S.  Court of Appeals  for  the  District  of
Columbia.  That appeal is pending.  A motion requesting  stay  of
the  FCC's  detariffing order has been filed with the court.   It
argued  that  tariffing establishes a legal binding  relationship
between  carriers and customers, and that detariffing  eliminates
certainty  with  regard  to those legal relationships.   It  also
argued  that  detariffing  imposes costs  upon  carriers  because
carriers  will  need to enter into alternative forms  of  legally
binding relationships with customers.  That motion was granted in
February  1997.   Therefore, carriers such as  the  Company  must
continue  to  tariff  interstate services  until  the  appeal  is
concluded  or  the stay is lifted.  There can be no assurance  of
whether  the  appeal will be successful, or if  successful,  what
effect  it  may  have  on  the Company.  However  if  detariffing
ultimately  takes effect, the Company, like other  long  distance
companies,   would   likely  incur  some  additional   costs   in
establishing legally binding relationships with customers.

      In contrast to these recent developments affecting domestic
long  distance service, the Company's U.S. subsidiaries have long
been subject to certification and tariff filing requirements  for
all  international operations.  The Company's U.S.  subsidiaries'
international  rates are not subject to either rate-of-return  or
price   cap   regulation.   The  Company   must   seek   separate
certification authority from the FCC to provide private  line  or
switched services or to resell private line services between  the
U.S.  and  any  foreign country.  The Company's ACC Global  Corp.
subsidiary has received authority from the FCC to resell  private
lines for switched services between the U.S. and Canada, and  was
the  first  entity to file to obtain such authority  between  the
U.S. and the United Kingdom, which it received in September 1994.
The  Company has sought authority to resell private  lines  on  a
switched  service  basis between the U.S.  and  other  countries.
Under  recently  adopted  FCC policies  and  under  proposals  to
implement  the  WTO  agreement, it  may  become  easier,  from  a
regulatory  perspective, to obtain such authority for  additional
markets.   The  FCC  has granted the Company  global  resale  and
facilities-based authority.

      Among  domestic  local carriers, only the  incumbent  local
exchange  carriers are currently classified as dominant carriers.
Thus,  the  FCC  regulates many of the local  exchange  carriers'
rates,  charges  and  services  to  a  greater  degree  than  the
Company's, although FCC regulation of the local exchange carriers
is  expected  to  decrease over time, particularly  in  light  of
recent U.S. legislation.

      The  1996 Act mandated several important federal regulatory
developments.   The  first  concerns  universal   services.    As
required  by  the  1996 Act, a joint board of federal  and  state
regulators was convened to consider possible changes to the FCC's
existing  universal  service  support  mechanisms  --  mechanisms
designed  to ensure affordable telephone service is available  to
all  consumers, including low-income consumers -- in light of the
procompetitive paradigm for local competition established by  the
1996  Act.   In  November 1996 the FCC initiated a proceeding  to
examine universal service issues, and has received comment on the
proposals set forth by the joint board.  Any decision is expected
to  comply  with  the  policy  principles  for  preservation  and
advancement of universal telephone service set forth in the  1996
Act:   quality  service,  affordable rates,  access  to  advanced
services,  access  to  service  in  rural  and  high-cost  areas,
specific  and predictable support mechanisms, equitable and  non-
discriminatory contribution to support mechanisms, and access  to
advanced  telecommunications for schools, health  care  providers
and libraries.  An initial decision is expected in May 1997.

      An  issue  that  may affect the Company  is  access  charge
reform.   Access  charges are charges imposed  by  LECs  on  long
distance providers for access to the local exchange network,  and
were  designed  to compensate the LEC for its investment  in  the
local  network.   In  addition to economic  considerations,  when
adopted  in  1984 at the time AT&T was divested from  the  RBOCs,
access   charge  rates  reflected  public  policy  considerations
related  to universal service and the desirability of  low  local
rates.   Interstate access charges are regulated by the  FCC  and
intrastate  access  charges are regulated  by  the  state  public
service  commissions.  As required by the 1996 Act,  in  December
1996  the FCC issued an order which, among other things, requests
comment  on  a number of access charge reform issues designed  to
foster  efficient  pricing  of  access,  competition  for  access
services,  and  to  reflect the development  for  local  services
prompted  by  the 1996 Act.  The FCC has also sought  comment  on
whether  Internet service providers and other information service
providers  should  be  subject to  access  charges.   An  initial
decision is expected in May 1997.

      There  can  be  no assurance of how the 1996  Act  will  be
implemented  or  enforced or to what affect  it  or  implementing
regulations    will    have    on    competition    within    the
telecommunications  industry  generally  or  on  the  competitive
position of the Company.

     In addition to its status as an access customer, the Company
is  now  an  access provider in connection with its provision  of
local  telephone  service in upstate New York and  Massachusetts.
Under the 1996 Act, the Company may become subject to many of the
same  obligations to which the RBOCs and other telecommunications
providers  are  subject  in  their provision  of  local  exchange
services,   such   as  resale,  dialing  parity  and   reciprocal
compensation.

     State

      The  Company's  intrastate  long  distance  operations  are
subject to various state laws and regulations including, in  most
jurisdictions, certification and tariff filing requirements.  The
Company provides long distance service in all or some portion  of
40  states and has received the necessary certificate and  tariff
approvals   to  provide  intrastate  long  distance  service   in
45  states.   All  states  today allow some  form  of  intrastate
telecommunications competition.  However, some states restrict or
condition  the  offering of intrastate/intra-LATA  long  distance
services by the Company and other interexchange carriers.  In the
majority of those states that do permit interexchange carriers to
offer  intra-LATA services, customers desiring  to  access  those
services  are  generally required to dial special  access  codes,
which  puts the Company at a disadvantage relative to  the  local
exchange  carrier's  intrastate  long  distance  service,   which
generally  requires  no such access code dialing.   Increasingly,
states  are reexamining this policy and some states, such as  New
York,  have ordered that this disadvantage be removed.  The  1996
Act  requires local exchange companies to adopt "intra-LATA equal
access"  as  a  pre-condition  for the  local  exchange  carriers
entering   into  the  inter-LATA  long  distance   business   and
intra-LATA  access  must be implemented by no  later  than  1999.
Accordingly, it is expected that the dialing disparity for intra-
LATA  toll  calls will be removed in the future.  With regard  to
New  York,  the  Company's largest U.S. market, intra-LATA  equal
access  is  currently being implemented for over 90% of  its  New
York  State subscribers.  Implementation in other states may take
longer.  Relevant state public service commissions ("PSCs")  also
regulate  access charges and other pricing for telecommunications
services within each state.  The New York State PSC ("NYPSC") has
recently  initiated  a  proceeding to examine  intrastate  access
charges.   The RBOCs and other local exchange carriers have  been
seeking  reduction  of  state regulatory requirements,  including
greater  pricing  flexibility.  This could adversely  affect  the
Company  in  several ways.  The regulated prices  for  intrastate
access  charges  that  the Company must pay could  increase  both
relative  to  the  charges  paid  by  the  largest  interexchange
carriers,  such  as  AT&T,  and  in  absolute  terms   as   well.
Additionally, the Company could face increased price  competition
from  the  RBOCs and other local exchange carriers for intra-LATA
long  distance  services,  which may also  be  increased  by  the
removal of former restrictions on long distance service offerings
by the RBOCs as a result of recently enacted legislation.

       New  York  State  Regulation  of  Long  Distance  Service.
Beginning  in  1992, the NYSPSC commenced several proceedings  to
investigate the manner in which local exchange carriers should be
regulated.  In July 1995, the NYPSC ordered the acceptance  of  a
Performance Regulation Plan for New York Telephone.  The terms of
the plan, as ordered, included:  (i) a limitation on increases in
basic   local   rates   for  the  5-year  term   of   the   plan,
(ii)  implementation of intra-LATA equal access by no later  than
March  1996, (iii) reductions in the intrastate inter-LATA  equal
access charges which the Company and other interexchange carriers
pay over the next five years totaling 33%, (iv) reductions in the
intra-LATA toll rates charged to the end user customer  over  the
next   five   years   totaling  21%,  and  (v)  an   intercarrier
compensation plan that reduced the rates paid by the  competitive
local exchange carriers (including the Company's subsidiaries) by
one-half.  New York Telephone does have some increased ability to
restructure  rates and to request rate reductions, but  all  rate
changes  are still subject to NYPSC approval.  New York Telephone
is  also  required to meet various service quality  measurements,
and  will be subject to financial penalties for failure  to  meet
these objectives.

      In  a  manner  similar to the FCC, the  NYPSC  has  adopted
revised  rules  governing the manner in  which  intrastate  local
transport  elements of access charges are to  be  priced.   These
revisions  accompanied  its  decision  ordering  local   exchange
carriers  to  permit "collocation" for intrastate special  access
and  switched access transport services.  In general, where  CAPs
have  established interconnections at the switches of  individual
local  exchange  carriers, the local exchange  carriers  will  be
given  expanded  authority to enter into individually  negotiated
contracts with interexchange carriers for transport service.   At
the same time, the access charges to other interexchange carriers
located  at  the  same  switching facilities  generally  will  be
lowered.   If  insufficient  competition  is  present   at   that
switching facility, the pre-existing intrastate "equal price  per
unit  of traffic" rule will remain in effect.  While the presence
of  switch  interconnections may actually  lower  the  price  the
Company  may  pay for local transport services,  the  ability  of
carriers  that  handle large traffic volumes, such  as  AT&T,  to
negotiate  flat rate direct transport charges may result  in  the
Company paying more per unit of traffic than its competitors  for
local  transport  service.   The  NYPSC  has  also  instituted  a
proceeding  to review the manner in which universal  service  and
other  subsidized services are funded, and whether access charges
and inter-carrier compensation plans should be restructured.

      New York State Regulation of Local Telephone Service.   The
NYPSC  has  determined  that it will  allow  competition  in  the
provision of local telephone service in New York State, including
"alternate  access,"  private line services  and  local  switched
services.   The  Company applied to the NYPSC  for  authority  to
provide such services, and received certifications in early  1994
to offer these services.  The NYPSC has also authorized resale of
local exchange services, which may allow significant market entry
by large toll carriers such as AT&T and MCI.

      The  Company's  ability to offer competing  local  services
profitably  will depend on a number of factors.  For the  Company
to compete effectively against New York Telephone, Frontier Corp.
and  other  local exchange carriers in the Company's upstate  New
York  service  areas,  it must be able to interconnect  with  the
network  of  local exchange carriers in the markets in  which  it
plans  to  offer  local services, obtain direct telephone  number
assignments  and,  in  most  cases, negotiate  with  those  local
exchange  carriers  for certain services such  as  leased  lines,
directory   assistance  and  operator  services  on  commercially
acceptable  terms.   The order issued in the New  York  Telephone
Performance Regulation Plan (described above) established  prices
for  interconnection  and required New York Telephone  to  tariff
this  service, making it generally available to all  competitors,
including the Company.  The actual monies paid by the Company  to
New York Telephone for terminating the Company's traffic, and the
monies  received  by  the  Company from New  York  Telephone  for
terminating  New  York Telephone traffic, are  subject  to  NYPSC
regulation  and  will depend upon the Company's  compliance  with
certain  service obligations imposed by the NYPSC, including  the
obligation to serve residential customers.  The rates  will  also
affect the Company's competitive position in the intra-LATA  toll
market   relative  to  the  local  exchange  carrier  and   major
interexchange  carriers such as AT&T and  MCI,  which  may  offer
intra-LATA  toll  services.  The NYPSC  has  also  issued  orders
assuring  local  telephone service competitors access  to  number
resources, listing in the local exchange carrier's directory  and
the  right  to  reciprocal intercarrier compensation arrangements
with  the local exchange carriers, and also establishing  interim
rules  under  which  competitive  providers  of  local  telephone
service  are  entitled to comparable access to and  inclusion  in
local  telephone  routing  guides  and  access  to  the  customer
information  of  other carriers necessary for  billing  or  other
services.   The  Company has obtained number  assignments  in  12
upstate  New  York  markets  and  has  applications  pending   in
11 additional cities.

      The NYPSC has also adopted interim rules that would subject
competitive providers of local telephone service to a  number  of
rules,   service   standards  and  requirements  not   previously
applicable  to  "nondominant" competitors such  as  the  Company.
These   rules   include  requirements  involving  "open   network
architecture,"   provision  of  reasonable   interconnection   to
competitors,  and  compliance with the  NYPSC's  service  quality
standards and consumer protection requirements.  As part  of  its
"open  network  architecture" obligations, the Company  could  be
required  to  allow collocation with its local toll  switch  upon
receipt  of  a bona fide request by an interexchange  carrier  or
other  carrier.   Compliance with these rules in connection  with
the Company's provision of local telephone service may impose new
and  significant  operating  and administrative  burdens  on  the
Company.     This    proceeding   will   also    determine    the
responsibilities of new local service providers with  respect  to
subsidies inherent in existing local exchange carrier rates.

      Under the 1996 Act, incumbent local exchange companies such
as  New York Telephone and Frontier must allow the resale of both
bundled  local exchange services (known as "loops")  as  well  as
unbundled  local  exchange  "elements"  (known  as  "links"   and
"ports").   The  NYPSC is currently conducting  a  proceeding  to
establish  rates  for those services under pricing  formulas  set
forth  in  the  new  federal legislation.  The Company  generally
intends  to provide local service through the resale of unbundled
links   rather   than  through  the  resale  of  bundled   loops.
Accordingly,  the  outcome  of  the NYPSC  proceeding,  including
decisions  regarding the pricing of bundled loops  and  unbundled
links, could affect the Company's competitive standing as a local
service  provider in relation to larger companies, such  as  AT&T
and  MCI,  which  may  initially enter the local  service  market
through resale of bundled loops.

     Local Telephone Service in Massachusetts.  The Massachusetts
Department  of  Public Utilities ("DPU") has initiated  a  docket
(currently  in its briefing stages) to determine the  format  for
local  competition  in  that state.  The  format  appears  to  be
similar  to the structure developing in New York State.   Pending
the outcome of this proceeding, the DPU is allowing companies  to
apply  for certification as local exchange carriers and to  begin
operations  under  interim agreements.  The  Company  is  in  the
process of applying for certification.

      The  Company's ability to construct and operate competitive
local  service networks for both local private line and  switched
services will depend upon, among other things, implementation  of
the   structural   market  reforms  discussed  above,   favorable
determinations  with  respect to obligations  by  the  state  and
federal  regulators,  and  the  satisfactory  implementation   of
interconnection with the local exchange carriers.

     Canada

       Long   distance  telecommunications  services  in   Canada
generally are subject to regulation by the CRTC.  As a result  of
significant regulatory changes during the past several years, the
historical  monopolies  for  long  distance  service  granted  to
regional  telephone  companies in Canada  have  been  terminated.
This has resulted in a significant increase in competition in the
Canadian  long distance telecommunications industry.  Competition
is  also emerging in many other segments of the market.  However,
despite  the very impressive competitive in-roads that have  been
made  in the long distance market, the Stentor companies continue
to have a virtual monopoly in the local and calling card markets.
In  addition  to  the  proceedings referred to  below,  the  CRTC
continues  to take steps toward increased competition,  including
proceedings     relating    to    the     convergence     between
telecommunications and broadcasting.

      CRTC Decisions.  In March 1990, the CRTC for the first time
permitted  non-facilities-based carriers, such as ACC Canada,  to
aggregate   the   traffic  of  customers  on  the   same   leased
interexchange  circuits  in  order  to  provide  discounted  long
distance  voice services in the provinces of Ontario, Quebec  and
British  Columbia.  In September 1990, the CRTC  also  authorized
carriers  in  addition  to members of the Stentor  consortium  to
interconnect their transmission facilities with the Message  Toll
Service  ("MTS") facilities of Teleglobe Canada, for the  purpose
of   allowing   resellers,  such  as  ACC   Canada,   to   resell
international long distance MTS service.  Prior to this decision,
Bell  Canada and other members of Stentor were the exclusive long
distance  carriers  interconnected  to  Teleglobe  Canada's   MTS
facilities.

      In December 1991, the CRTC permitted the resale on a joint-
use basis of the international private line services of Teleglobe
Canada  to provide interconnected voice services.  Resellers  are
subject to charges levied by Teleglobe Canada for the use of  its
facilities  and contribution charges payable to Teleglobe  Canada
and  remitted to the telephone companies.  In September 1993, the
CRTC allowed Teleglobe Canada to restructure its overseas MTS  to
allow domestic service providers (including resellers) who commit
to  a  minimum  level  of  usage to interconnect  with  Teleglobe
Canada's international network at its gateways for the purpose of
providing  outbound  direct-dial  telephone  service.    Overseas
inbound  traffic would be allocated to Stentor and other domestic
service  providers (including resellers) in proportion  to  their
outbound market shares.

      In  February  1996, the CRTC introduced a regime  of  price
regulation  for Teleglobe Canada's services to be in effect  from
April  1996 to December 1999, barring any exceptional changes  to
Teleglobe  Canada's  operating environment.  Under  this  regime,
Teleglobe  Canada must reduce prices on an annual basis  for  its
telephone  and  Globeaccess VPN Services, and must  adhere  to  a
price  ceiling for most of its regulated non-telephone  services.
These  rate reductions will have the effect of reducing the price
the  Company  can  charge its customers.  In February  1997,  the
Canadian  government  committed under the recently-completed  WTO
negotiations  to  terminate  Teleglobe  Canada's  status  as  the
monopoly     transmission    facilities-based     provider     of
Canada-overseas telecommunications services by October 1, 1998.

      In  June  1992, the CRTC effectively removed  the  monopoly
rights  of certain Stentor member companies with respect  to  the
provision  of  transmission facilities-based long distance  voice
services in the territories in which they operate and opened  the
provision  of  these services to substantial competition  in  all
provinces   of  Canada  other  than  Alberta,  Saskatchewan   and
Manitoba.   Competition  has  subsequently  been  introduced   in
Alberta  and Manitoba, which are subject to CRTC regulation,  and
Saskatchewan,   which  has  not  yet  become  subject   to   CRTC
regulation.   Among  other things, the  CRTC  also  directed  the
telephone companies that were subject to this decision to provide
AT&T  Canada (then named Unitel Communications Inc.) with  "equal
ease  of  access,"  i.e.,  to allow it to  directly  connect  its
network  to the telephone companies' toll and end office switches
to  allow  its  customers  to make long  distance  calls  without
dialing  extra digits.  In July 1993, the CRTC ordered  the  same
telephone  companies  to provide resellers  with  equal  ease  of
access  upon  payment of contribution, network  modification  and
ongoing  access  charges  on  the  same  general  basis  as   for
transmission facilities-based carriers.

      The  CRTC  also  required telephone company competitors  to
assume  certain financial obligations, including the  payment  of
"contribution charges" designed to ensure that each long distance
carrier bears a fair proportion of the subsidy that long distance
services have traditionally contributed to the provision of local
telephone service.  As a result, contribution charges payable  by
resellers  were increased.  These charges are levied on resellers
as a monthly charge on leased access lines.  The charges vary for
each telephone company based on that company's estimated loss  on
local  services.  Contribution charges were reduced by a discount
which was initially 25%, and which declines over time to zero  in
1998.   Resellers whose access lines were connected only  to  end
offices  on  a non-equal access basis initially paid contribution
charges  of  65% of the equal access contribution  rates,  rising
over a five-year period to an 85% rate thereafter.  The CRTC also
established a mechanism under which contribution rates will be re-
examined  on  a yearly basis.  In March 1995, the CRTC  decreased
the  contribution charges required to be paid by  alternate  long
distance service providers to the local telephone companies,  and
made such decreases retroactive to January 1, 1994.  Contribution
charges  payable to Bell Canada were reduced by  23%,  and  those
payable to BC Tel by 13%.

     Transmission facilities-based competitors and resellers that
obtained equal ease of access also assumed approximately  30%  of
the  estimated  Cdn.  $240 million cost required  to  modify  the
telephone companies' networks to accommodate interconnection with
competitors  as  well as a portion of the ongoing  costs  of  the
telephone  companies  to  provide such interconnection.   Initial
modification charges are spread over a period of 10 years.  These
charges and costs are payable on the basis of a specified  charge
per minute.

      As  contemplated in the CRTC's June 1992 decision,  initial
implementation of single carrier 800 number portability  occurred
in  Canada in January 1994 and 800 number multi-carrier selection
capability was subsequently approved on an interim basis.

      In September 1994, the CRTC established substantial changes
to    Canadian    telecommunications    regulation,    including:
(i)  initiation  of  a program of rate rebalancing,  which  would
entail  three annual increases of Cdn. $2 per month in rates  for
local  service, with corresponding decreases in rates  for  basic
toll service, and an indication from the CRTC that there would be
no  price changes which would result in an overall price increase
for  North  American  basic  toll schedules  combined;  (ii)  the
telephone   companies'  monopoly  local  and   access   services,
including   charges  for  bottleneck  services  (i.e.,  essential
services  which competitors are required to obtain  from  Stentor
members)  provided  to competitors (the Utility  segment),  would
remain  in  the  regulated rate base, and the CRTC would  replace
earnings  regulation  for  the Utility segment  with  price  caps
effective  January 1, 1998; (iii) other services (the Competitive
segment)  would  not  be  subject to  earnings  regulation  after
January 1, 1995, after which a Carrier Access Tariff would become
effective, which would include charges for contribution, start-up
cost recovery and bottleneck services and would be applicable  to
the  telephone companies' and competitors' traffic based on a per
minute  calculation, rather than the per trunk  basis  previously
used  to  calculate  contribution charges; (iv)  while  the  CRTC
considered  it premature to forbear from regulating interexchange
services,  it  considered that the framework  set  forth  in  the
decision  may  allow forbearance in the future (such  forbearance
has  subsequently  occurred in the case of  certain  non-dominant
transmission  facilities-based  carriers  and  certain  telephone
company services); (v) the CRTC concluded that barriers to  entry
should  be reduced for the local service market, including  basic
local  telephone  service and switched network alternatives,  and
has  subsequently  initiated proceedings to  implement  unbundled
tariffs,  co-location of facilities and local number portability;
and  (vi) the intention to consider applying contribution charges
to  other  services  using  switched access,  not  only  to  long
distance voice services.

     Changes to these matters that were announced in October 1995
were the following:  (i) rate rebalancing, with Cdn. $2 per month
local  rate  increases commencing in each  of  January  1996  and
January  1997  and  another unspecified  increase  in  1998  (the
contribution  component of the Carrier Access  Tariff  is  to  be
reduced  correspondingly, but a corresponding reduction of  basic
North  American  long  distance rates ordered  by  the  CRTC  was
reversed   by   the   Federal   Cabinet   in   December    1995);
(ii)  reductions  in  contribution charges effective  January  1,
1995,  with  contribution charges payable to Bell Canada  reduced
from  1994  levels by 16%, and those payable to BC  Tel  by  27%;
(iii)  changes  to  the  costing  methodology  of  the  telephone
companies  including  (a)  the  establishment  of  strict   rules
governing  telephone company investments in competitive  services
involving  broadband  technology, (b) the  requirement  that  the
Competitive segment pay its fair share of joint costs incurred by
both  the  Utility and Competitive segments, and (c) a  directive
specifying  that  revenues  for  many  unbundled  items  must  be
allocated  to  the  Utility segment thereby  reducing  the  local
shortfall  and  therefore  contribution charges;  (iv)  directory
operations  of  the telephone companies will continue  to  remain
integral  to  the  Utility segment, meaning  that  revenues  from
directory operations will continue to be assigned to the  Utility
segment   to  help  reduce  the  local  shortfall  and  therefore
contribution payments; and (v) Stentor's request to increase  the
allowed rate of return of the Utility segment was denied and  the
CRTC  restated  its  intention to retain the  fifty  basis  point
downward adjustment to the total company rate of return  used  to
derive  the  Utility segment rates of return  for  the  telephone
companies.

      In  December  1995, the CRTC announced that the  per  trunk
basis for calculating contribution charges would be replaced by a
per  minute  basis for calculating contribution charges  starting
June  1,  1996.  The off-peak contribution rate is  one-half  the
peak  rate,  with the peak rate applicable between 8 a.m.  and  5
p.m., Monday through Friday.

      In  October  1996 the CRTC ended the Stentor monopoly  over
access  to  swipe readers found on the latest generation  of  pay
telephones and ordered the telephone companies to file  a  tariff
that  would  provide  competitors with swipe  access.   The  CRTC
agreed  that lack of swipe access for their calling  cards  is  a
major   disadvantage  for  the  Company  and  other  competitors.
However, the new swipe access tariff, originally scheduled to  be
implemented in early 1997, has been delayed.

      During  1996  the CRTC conducted extensive proceedings  for
local  network unbundling and number portability, which  examined
the  barriers to competition in the local telephony market.   The
CRTC is expected to announce the rules for local competition some
time in 1997 for implementation in 1998.

      In  December 1996, in Telecom Decision CRTC 96-11, the CRTC
established  1996 contribution rates retroactive  to  January  1,
1996.  The contribution rates were reduced by up to 42% from 1995
levels,  depending  on  the province.  The  CRTC  also  ruled  in
Telecom  Decision  CRTC  96-12,  that  effective  July  1,  1997,
contribution on line-side connections would be changed from a per
circuit  to  a  per  minute basis.  This is consistent  with  the
ruling  in  1995  which implemented per minute  contribution  for
trunk-side connections.

     In 1996 Stentor requested that the CRTC cease regulating the
Stentor  companies for long distance services.  The CRTC began  a
public   proceeding  in  1996  to  examine  and   establish   the
preconditions for such deregulation.  The Company and  the  other
members  of  the  Competitive  Telecommunications  Alliance  have
proposed  a timetable for deregulating the long distance  market.
This  timetable calls for the implementation of local competition
so  that  competitors can bundle local and long distance services
and  provide  their  own  customers  with  one-stop  shopping  --
currently the almost exclusive preserve of the Stentor companies.
Another important proposed prerequisite for deregulation  is  the
construction  of a national fibre optic transmission  network  by
competing carriers.

      The Company cannot predict the timing or the outcome of any
of  the  pending and ongoing proceedings described above, or  the
impact they may have on the competitive position of ACC Canada.

        Telecommunications   Act.    In   October    1993,    the
Telecommunications Act replaced the Railway Act (Canada)  as  the
principal telecommunications regulatory statute in Canada.   This
Act  provides  that  all  federally-regulated  telecommunications
common  carriers as defined therein (essentially all transmission
facilities-based carriers) are under the regulatory  jurisdiction
of  the CRTC.  It also gives the federal government the power  to
issue  directions to the CRTC on broad policy matters.   The  Act
does  not  subject  non-facilities-based carriers,  such  as  ACC
Canada,   to   foreign  ownership  restrictions,  tariff   filing
requirements   or  other  regulatory  provisions  applicable   to
facilities-based carriers.  However, to the extent that resellers
acquire  their  own  facilities in order to  better  control  the
carriage and routing of their traffic, certain provisions of this
Act may be applicable to them.

     United Kingdom

      Until 1981, British Telecom was the sole provider of public
telecommunications  services throughout the U.K.   This  monopoly
ended  when,  in 1981, the British government granted  Mercury  a
license  to  run  its  own telecommunications  system  under  the
British  Telecommunications Act 1981.  Both British  Telecom  and
Mercury are licensed under the subsequent Telecommunications  Act
1984  to  run  transmission  facilities-based  telecommunications
systems  and provide telecommunications services.  See  the  Risk
Factors  discussion  of  "Dependence on Transmission  Facilities-
Based Carriers and Suppliers" in this Item 1 below.

      In  1991,  the  British  government established  a  "multi-
operator" policy to replace the duopoly that had existed  between
British  Telecom  and Mercury.  Under the multi-operator  policy,
the  U.K  Department  of  Trade and  Industry  (the  "DTI")  will
recommend  the grant of a license to operate a telecommunications
network  to  any applicant that the DTI believes has a reasonable
business   plan   and  where  there  are  no   other   overriding
considerations   not   to  grant  such   license.    All   public
telecommunications operators and international  simple  resellers
operate  under  individual licenses granted by the  Secretary  of
State  for  Trade and Industry pursuant to the Telecommunications
Act   1984.    Any  telecommunications  system  with   compatible
equipment  that  is  authorized to be  run  under  an  individual
license  granted  under this Act is permitted to interconnect  to
British  Telecom's network.  Under the terms of British Telecom's
license,  it  is required to allow any such licensed operator  to
interconnect its system to British Telecom's system, unless it is
not  reasonably  practicable to do so (e.g., due to  incompatible
equipment).

      Oftel  has  imposed mandatory price reductions  on  British
Telecom  which are expected to continue through August  1997  and
this has had, and may have, the effect of reducing the prices the
Company  can charge its customers in order to remain competitive.
Oftel is introducing a new access charge control regime, which is
expected  to  become  effective in August 1997.   Under  the  new
regime,  British Telecom will have flexibility in setting  access
charges,  subject  to certain safeguards.   Oftel  will  set  the
starting  charges (which will be based on historical  incremental
costs) and the rates charged by British Telecom to other carriers
will  be  subject to certain price ceilings established by  Oftel
for competitive and non-competitive services.

     ACC U.K. was granted an ISR License in September 1992 by the
DTI  and, for a period of approximately 18 months thereafter, was
involved   in   protracted  negotiations  with  British   Telecom
concerning  the  terms  and  conditions  under  which  it   could
interconnect its leased line network and switching equipment with
British Telecom's network.  The ISR License allows the Company to
offer  domestic  and  international long  distance  services  via
connections to the PSTN of all countries and territories (subject
to  certain  safeguards on non-competitive routes)  at  favorable
leased-line rates, rather than per call international  settlement
rates.   Over  time, larger carriers will be able  to  match  the
Company's  rates  because  they also have,  or  are  expected  to
obtain, international simple resale licenses.  As of December 31,
1996,  the  Company believes that over 30 ISR licenses have  been
issued  and there are over 150 licensed public telecommunications
operators in the U.K.  In December 1996, ACC U.K. was one  of  45
recipients of an International Facilities License and expects  to
receive  a  Public  Telecommunications  Operator  license,  which
licenses will enable the Company to build and operate a microwave
network  in  the U.K. and to use the U.K. as a regional  hub  for
international telecommunications traffic.

Acquisitions, Investments and Strategic Alliances

      As  the  Company expands its service offerings,  geographic
focus and its network, the Company anticipates that it will  seek
to acquire assets and businesses of, make investments in or enter
into  strategic  alliances  with,  companies  providing  services
complementary  to ACC's existing business.  The Company  believes
that,   as  the  global  telecommunications  marketplace  becomes
increasingly  competitive, expands and matures, such transactions
will  be important in maintaining a competitive position  in  the
industry.

      The  Company's ability to effect acquisitions and strategic
alliances and make investments may be dependent upon its  ability
to  obtain  additional financing and, to the  extent  applicable,
consents  from  the holders of debt and preferred  stock  of  the
Company.   While the Company may in the future pursue  an  active
strategic alliance, acquisition or investment policy, no specific
strategic alliances, acquisitions or investments are currently in
negotiation  and the Company has no immediate plans  to  commence
such  negotiations.  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 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  business  acquisitions  must  be  accounted  for  as
purchases.   Most of the businesses that might become  attractive
acquisition  candidates  for  the  Company  are  likely  to  have
significant  goodwill and intangible assets, and the acquisitions
of  these  businesses,  if accounted for  as  a  purchase,  would
typically  result  in  substantial amortization  charges  to  the
Company.    In  the  event  the  Company  consummates  additional
acquisitions  in  the  future  that  must  be  accounted  for  as
purchases, such acquisitions would likely increase the  Company's
amortization   expenses.    In  connection   with   acquisitions,
investments  or  strategic alliances,  the  Company  could  incur
substantial  expenses, including the fees of financial  advisors,
attorneys  and  accountants,  the  expenses  of  integrating  the
business  of the acquired company or the strategic alliance  with
the   Company's   business  and  any  expenses  associated   with
registering shares of the Company's capital stock, if such shares
are   issued.    The  financial  impact  of  such   acquisitions,
investments or 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.  See  the  Risk
Factor   discussion  of  "Substantial  Indebtedness;   Need   for
Additional  Capital"  in  this Item  1  below  and  "Management's
Discussion  and  Analysis of Financial Condition and  Results  of
Operations"  incorporated  by reference  under  Item  7  of  this
Report.

Employees

      As  of  December  31, 1996, the Company had  913  full-time
employees  worldwide.  Of this total, 298 employees were  in  the
U.S.,  385  were in Canada and 230 were in the U.K.  The  Company
has  never experienced a work stoppage and its employees are  not
represented  by  a  labor  union  or  covered  by  a   collective
bargaining   agreement.   The  Company  considers  its   employee
relations to be good.

Risk Factors

Recent Losses; Potential Fluctuations in Operating Results

      Although the Company has experienced revenue growth  on  an
annual  basis and net income in fiscal 1996, it has incurred  net
losses  and  losses from continuing operations  during  1994  and
1995.  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  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
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   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 carriers are less creditworthy
and/or create larger credit balances, such sales may represent  a
higher   credit  risk  to  the  Company.   See  the  Risk  Factor
discussion   below   of  "Risks  Associated  With   Acquisitions,
Investments  and  Strategic  Alliances"  in  this  Item   1   and
"Management's Discussion and Analysis of Financial Condition  and
Results of Operations" incorporated by reference under Item 7  of
this Report.

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.
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.   See  "Management's
Discussion  and  Analysis of Financial Condition and  Results  of
Operations  --  Liquidity and Capital Resources" incorporated  by
reference under Item 7 of this Report.

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,  Bell  Canada
and 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 are the  two  principal,  dominant
carriers.   The  Company's U.K. operations are  highly  dependent
upon   the   transmission  lines  leased  from  British  Telecom.
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 the RBOCs and other local  exchange
carriers,  currently  are subject to tariff  controls  and  other
price constraints which in the future may be changed.  Under  the
1996  Act,  constraints on the operations of the RBOCs have  been
dramatically reduced, which will bring additional competitors  to
the  long distance market.  In addition, regulatory proposals are
pending that may affect the prices charged by the RBOCs and other
local  exchange  carriers  to the Company,  which  could  have  a
material  adverse  effect  on the Company's  business,  financial
condition  and  results  of  operations.   See  the  Risk  Factor
discussion of "Potential Adverse Effects of Regulation" below and
the discussion of "Regulation" above in this Item 1.  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

      The  1996 Act  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  may  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 FCC and relevant 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., as well as the  RBOCs,  increased
pricing  flexibility  that  has  permitted  it  to  compete  more
effectively  with  smaller interexchange carriers,  such  as  the
Company.    In  addition,  the  commitments  made  by  the   U.S.
government in the recently-completed WTO negotiations will  allow
foreign-affiliated carriers theretofore prohibited from providing
service  in  the U.S. market to compete with the Company  in  the
U.S.  market.  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's
business, results of operations and financial condition.

      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,  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  commenced   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  1996 Act  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.  At the end of 1996, the NYPSC replaced
temporary  wholesale discounts with permanent wholesale discounts
of  19.1%  for New York Telephone (business and residential)  and
17%  for  Frontier  Corp. (business and residential).   Discounts
were made applicable to centrex, private line and PBX lines.  The
NYPSC has not yet established permanent rates for unbundled links
or other unbundled elements which the Company may seek to resell.
If the permanent rates established by the NYPSC 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,  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.  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.

       In   the   U.K.,   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.  In addition, the  new  access
charge   control  regime  to  be  implemented   in   1997   could
substantially increase the Company's network costs  in  the  U.K.
market,  depending upon the levels at which starting charges  and
price  ceilings  are  set  by Oftel.   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.   See the discussion  "Business-Regulation"
above in this Item 1.

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 42%, 12% and 24% of the  revenues  of
ACC U.S., ACC Canada and ACC U.K. in 1996.  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  and  Sprint in the  U.S.;  Bell  Canada,  BC
Telecom,  Inc.,  AT&T Canada and Sprint Canada (a  subsidiary  of
Call-Net Telecommunications Inc.) in Canada; and British Telecom,
Mercury,  AT&T and WorldCom 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  and Massachusetts, the Company competes with New  York
Telephone,  Frontier Corp., Citizens Telephone Co., WorldCom  and
Time  Warner  and others, including cellular and  other  wireless
providers.   Furthermore, joint ventures  such  as  the  proposed
merger  of  Bell  Atlantic Corp. and Nynex  Corp.,  the  proposed
merger of MCI and British Telecom, the joint venture between  MCI
and  Microsoft under which Microsoft will promote MCI's services,
the  joint  venture among Sprint, Deutsche Telekom AG and  France
Telecom  called 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  1995  and 1996, 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.  The  WTO
accord  reached  in  February 1997 is likely to  accelerate  this
trend in some markets.  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  and  British  Telecom
substantially   reduced  its  rates  in  1996.    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.
See  "Management's Discussion and Analysis of Financial Condition
and Results of Operations" incorporated by reference under Item 7
of this Report and the discussion "Business -- Competition" above
in this Item 1.

      The  Company has only limited experience in providing local
telephone  services, having commenced providing such services  in
1994.   The  Company's  revenues from local telephone  and  other
services  in 1995 and 1996 were $13.6 million and $26.3  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, 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.  The Company  is
making  preparations  to  enter the  emerging  German  market  in
anticipation   of   deregulation  in  1998,  and   has   recently
established  a  German  subsidiary, ACC  Telekommunikation  GmbH.
There can be no assurance, however, 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.  In the WTO accord reached in
February  1997,  a  number of countries agreed to  accelerate  or
initiate  liberalization of their telecommunications  markets  by
allowing   increased   competition  and  foreign   ownership   of
telecommunications providers and by adopting measures  to  ensure
reasonable    nondiscriminatory    interconnection,     effective
competitive  safeguards, and an effective independent regulation.
This   agreement   may,  therefore,  expand   the   international
opportunity  available to the Company.  To date, the Company  has
only  limited experience in providing telecommunications  service
outside  the United States, Canada and the U.K.  The  Company  is
making  preparations  to  enter the  emerging  German  market  in
anticipation of deregulation in 1998.  There can be no assurance,
however,  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.  Where protective regulations are being
eliminated,  the  pro-competitive effect  of  this  action  could
substantially increase the number of entities competing with  the
Company.   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  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.  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  believes
that  the  successful  implementation  and  integration  of   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.  See  the
discussion "Business -- Information Systems" above in  this  Item
1.

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  discussed  above
under "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.   See  the
discussion  "Business --Acquisitions, Investments  and  Strategic
Alliances" above in this Item 1.

Technological  Changes May Adversely Affect  Competitiveness  and
Financial Results

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

Dependence on Key Personnel

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

Risk    Associated   with   Financing   Arrangements;    Dividend
Restrictions

       The  Company's  financing  arrangements  are  secured   by
substantially all of the Company's assets and require the Company
to  maintain certain financial ratios and restrict the payment of
dividends, and the Company anticipates that it will not  pay  any
dividends on Class A Common Stock in the foreseeable future.  The
Company's  secured  lenders would be entitled to  foreclose  upon
those  assets  in  the  event of a default  under  the  financing
arrangements  and  to  be  repaid  from  the  proceeds   of   the
liquidation of those assets before the assets would be  available
for   distribution   to   the  Company's  other   creditors   and
shareholders  in  the event that the Company is  liquidated.   In
addition,   the  collateral  security  arrangements   under   the
Company's  existing financing arrangements may  adversely  affect
the  Company's ability to obtain additional borrowings  or  other
capital.   The Company may need to raise additional capital  from
equity  or  debt  sources  to finance its  projected  growth  and
capital  expenditures contemplated for periods after  1996.   See
the Risk Factor discussion above under "Substantial Indebtedness;
Need  for  Additional Capital" and "Management's  Discussion  and
Analysis  of  Financial Condition and Results  of  Operations  --
Liquidity and Capital Resources" incorporated by reference  under
Item 7 of this Report.

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.   See
"Management's Discussion and Analysis of Financial Condition  and
Results of Operations" incorporated by reference under Item 7  of
this Report.

Item 2.   PROPERTIES.

     The Company's principal executive offices are located at 400
West Avenue, Rochester, New York in corporate office space leased
through  June 2004.  It also leases office space for its Canadian
headquarters in Toronto, Canada, and for its U.K. headquarters in
London,  England,  as  well  as office  space  at  various  other
locations.   For additional information regarding  these  leases,
see  Notes  8  and  10  to  the Company's Consolidated  Financial
Statements incorporated by reference herein.

      The  Company  has eight switching centers  worldwide.   The
Company's  switching equipment for the Rochester call origination
area   is  located  at  its  headquarters  at  400  West  Avenue,
Rochester,  New York with additional switching equipment  located
in Syracuse, New York, in Toronto, Ontario, Montreal, Quebec, and
Vancouver,  British  Columbia,  and  in  London  and  Manchester,
England, all of which sites are leased.  Branch sales offices are
leased  by  the Company at various locations in the  northeastern
U.S., Canada and the U.K.  The Company also leases equipment  and
space located at various sites in its service areas.

       The  Company's  financing  arrangements  are  secured   by
substantially all of the Company's assets.  The Company's secured
lenders would be entitled to foreclose upon those assets  and  to
be repaid from the proceeds of the liquidation of those assets in
the event of a default under the financing arrangements.

Item 3.   LEGAL PROCEEDINGS.

       There  were  no  material  legal  proceedings  pending  at
December 31, 1996 involving the Company.

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     Not  applicable.

Item 4-A. EXECUTIVE OFFICERS OF THE REGISTRANT.

       The  following  sets  forth  information  concerning   the
Directors and executive officers of the Company and its principal
operating subsidiaries as of March 1, 1997:

     Name             Age                Position(s)

David K. Laniak       61      Chairman  of  the  Board  of
                              Directors   and   Chief   Executive
                              Officer
Christopher Bantoft   49      President   and    Managing
                              Director of European Operations
Arunas A. Chesonis    34      President and Director
Michael R. Daley      35      Executive Vice President  and
                              Chief Financial Officer
Steve M. Dubnik       34      President  of North  American
                              Operations
Mae H. Squier-Dow     35      President of ACC Long Distance
                              Corp.
Michael L. LaFrance   37      Executive Vice President
George H. Murray      50      Vice     President--Human
                              Resources       and       Corporate
                              Communications
Frank C. Szabo        44      Vice President and Controller
John J. Zimmer        38      Vice President and Treasurer

      David  K.  Laniak was elected the Company's Chief Executive
Officer in October 1995 and Chairman of the Board of Directors in
October  1996.   Mr. Laniak has been a Director  of  the  Company
since  February 1989.  Prior to joining the Company,  Mr.  Laniak
was  Executive  Vice  President and Chief  Operating  Officer  of
Rochester  Gas  and  Electric Corporation, Rochester,  New  York,
where he worked in a variety of positions for more than 30 years.
Mr.  Laniak  also  has served from October 1995  through  January
1997,  and from May 1993 through July 1994, as a Director of  ACC
TelEnterprises Ltd.

      Christopher  Bantoft  was  elected  President  of  European
Operations  of  the Company in November 1996, and has  served  as
Managing  Director  of ACC Long Distance UK Ltd.  since  February
1994.   From 1986 through 1993, he served as Sales and  Marketing
Director, Deputy Managing Director, and most recently as Managing
Director of Alcatel Business Systems Ltd., the U.K. affiliate  of
Alcatel, N.V.

      Arunas A. Chesonis was elected President of the Company  in
April  1994.   He  previously served as  President  of  ACC  Long
Distance Corp. from January 1989 through April 1994.  From August
1990  through  March  1991, he also served as  President  of  ACC
TelEnterprises  Ltd.,  and from May 1987  through  January  1989,
Mr.  Chesonis  served as Senior Vice President of Operations  for
ACC  Long Distance Corp.  Mr. Chesonis was elected a Director  of
the Company in October 1994.

      Michael  R. Daley was elected the Company's Executive  Vice
President  and  Chief  Financial Officer in  February  1994.   He
previously  served  as the Company's Treasurer  from  March  1991
through  February 1997, Vice President-Finance from  August  1990
through  February 1994, as Treasurer and Controller  from  August
1990  through March 1991, as Controller from January 1989 through
August  1990,  and various other positions with the Company  from
July  1985  through  January 1989.  Mr. Daley  has  served  as  a
Director  of  ACC TelEnterprises Ltd. from October  1994  through
January 1997.

      Steve  M.  Dubnik was elected President of  North  American
Operations of the Company in November 1996, and has served as the
Chairman of the Board of Directors, President and Chief Executive
Officer  of ACC TelEnterprises Ltd. since July 1994.  Previously,
he  served from 1992 through June 1994 as President, Mid-Atlantic
Region,  of  RCI Long Distance.  For more than five  years  prior
thereto,  he  served  in  progressively  senior  positions   with
Rochester  Telephone Corporation (now Frontier  Corp.)  including
assignments  in  engineering, operations, information  technology
and sales.

     Mae H. Squier-Dow was elected President of ACC Long Distance
Corp. in June 1996, and served as Commercial Director of ACC Long
Distance  U.K. Ltd. from April 1995 to June 1996.  She previously
held  a  number of positions at ACC Long Distance U.K. Ltd.  from
October  1993  to  April  1995, including  Director  of  Customer
Relations and Marketing, Vice President of International Planning
and Operations Director.  She previously served as Vice President
of  Customer Relations at ACC Long Distance Corp. from March 1992
to  October  1993 and as its Director of Customer Relations  from
January 1991 to March 1992.

      Michael L. LaFrance was elected Executive Vice President of
the  Company and President of ACC Global Corp. in June 1996.   He
previously  served as President of ACC Long Distance  Corp.  from
April 1994 through June 1996.  From May 1992 through May 1994, he
served  as Executive Vice President and General Manager of Axcess
USA  Communications Corp., from June 1990 through  May  1992,  as
Director  of  Regulatory  Affairs  and  Administration  of   LDDS
Communications, Inc. and from February 1987 through June 1990, as
Vice President of Comtel-TMC Telecommunications.

      George  H. Murray was elected the Company's Vice President-
Human Resources and Corporate Communications in August 1994.  For
more  than five years prior to his joining the Company, he served
in various senior management positions with First Federal Savings
and Loan of Rochester, New York.

      Frank  C. Szabo, a certified public accountant, was elected
the  Company's  Vice President and Controller in  February  1997.
Prior  to  joining the Company, Mr. Szabo was the Vice  President
and  Controller of First Federal Savings and Loan, Rochester, New
York, for more than 10 years.

      John  J. Zimmer, a certified public accountant, was elected
the Company's Treasurer in February 1997 and has served as a Vice
President  since  September 1994.  He previously  served  as  the
Company's  Controller  from March 1991  through  September  1994.
Prior to March 1991, he served as a staff accountant and then  as
a manager of accounting with Arthur Andersen LLP.


                             PART II

Item 5.   MARKET  FOR  REGISTRANT'S  COMMON  EQUITY  AND  RELATED
          SHAREHOLDER MATTERS.

      The  Company's Class A Common Stock is quoted on The Nasdaq
Stock  Market's  National Market System under the symbol  "ACCC."
The  following  table sets forth, for the periods indicated,  the
high and low sale prices of the Class A Common Stock, as reported
by  The Nasdaq Stock Market, and the cash dividends declared  per
share of Class A Common Stock:

                                                    Cash
                                                    Dividends
                              Common Stock Price    Declared
                              High        Low       Per Share

1995:     First Quarter       $12 53/64    $9 21/64   $0.02
          Second Quarter       11 21/64     8 43/64    0.02
          Third Quarter        12 53/64     9 43/64    ---
          Fourth Quarter       16 5/64     10 1/2      ---

1996:     First Quarter       $20 11/64    $14 53/64   ---
          Second Quarter       32 27/64     18 37/64   ---
          Third Quarter        54 3/4       29 1/2     ---
          Fourth Quarter       47 3/4       24 3/4     ---


      On  March  3,  1997, the closing price  for  the  Company's
Class  A  Common Stock in trading on The Nasdaq Stock Market  was
$27.50  share,  as published in The Wall Street Journal.   As  of
March  3,  1997,  the Company had approximately  490  holders  of
record of its Class A Common Stock.

      The  Company ceased paying quarterly cash dividends on  its
Class  A  Common Stock in 1995 to use its cash to invest  in  the
growth  of  its  business.  The Company anticipates  that  future
earnings,  if any, generated from operations will be retained  by
the  Company  to  develop and expand its  business.   Any  future
determination  with respect to the payment of  dividends  on  the
Class  A  Common Stock will be at the discretion of the Board  of
Directors and will depend upon, among other things, the Company's
operating  results, financial condition and capital requirements,
the  terms  of  then-existing indebtedness and  preferred  stock,
general  business conditions, Delaware corporate law  limitations
and  such other factors as the Board of Directors deems relevant.
The  terms of the Company's Credit Facility prohibit the  payment
of  dividends without the lender's consent. The Company's holding
company  structure may adversely affect the Company's ability  to
obtain   payments   when  needed  from  ACC   Corp.'s   operating
subsidiaries.  See the Risk Factor discussion of "Holding Company
Structure; Reliance on Subsidiaries for Dividends" in Item  1  of
this Report .

Item 6.   SELECTED FINANCIAL DATA.

      The  selected  financial  data for  the  five  years  ended
December 31, 1996, appearing in the Company's 1996 Annual  Report
under  the  heading  "Selected Consolidated Financial  Data,"  is
incorporated by reference herein.

Item 7.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF   FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS.

      Management's discussion and analysis of financial condition
and  results of operations appearing in the Company's 1996 Annual
Report under the heading "Management's Discussion and Analysis of
Financial Condition and Results of Operations" is incorporated by
reference herein.

Item 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

      Financial  statements and supplementary data  are  included
under Item 14(a).

Item 9.   CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS   ON
          ACCOUNTING AND FINANCIAL DISCLOSURE.

     None.

                             PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     The information required by Item 10 of Form 10-K relating to
directors  who  are  nominees for election as  directors  at  the
Company's  Annual Meeting of Shareholders to be held on  May  15,
1997  will be set forth under the heading "Election of Directors"
in  the  Company's  Definitive Proxy Statement  for  such  Annual
Meeting, which is incorporated by reference herein.

      The  information  required by Item 10  of  Form  10-K  with
respect  to executive officers is, pursuant to Instruction  3  of
Paragraph (b) of Item 401 of Regulation S-K, set forth in Part  I
as  Item  4-A  of  this  Form 10-K under the  heading  "Executive
Officers of the Registrant."

Item 11.  EXECUTIVE COMPENSATION.

     The information required by Item 11 of Form 10-K will be set
forth  under the heading "Compensation of Executive Officers  and
Directors"  in the Company's Definitive Proxy Statement  for  the
Annual Meeting of Shareholders to be held on May 15, 1997,  which
is incorporated by reference herein.

Item 12.  SECURITY  OWNERSHIP  OF CERTAIN BENEFICIAL  OWNERS  AND
          MANAGEMENT.

     The information required by Item 12 of Form 10-K will be set
forth under the headings "Securities Owned by Company Management"
and   "Principal  Holders  of  Common  Stock"  in  the  Company's
Definitive Proxy Statement for the Annual Meeting of Shareholders
to  be  held on May 15, 1997, which is incorporated by  reference
herein.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The information required by Item 13 of Form 10-K will be set
forth  under the heading "Certain Transactions" in the  Company's
Definitive Proxy Statement for the Annual Meeting of Shareholders
to  be  held on May 15, 1997, which is incorporated by  reference
herein.


                             PART IV

Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS  ON
          FORM 8-K.

     (a)  Financial Statements and Exhibits.

           (1)  Financial Statements. (a) The following Financial
Statements of the Company are incorporated by reference from  the
Company's  1996  Annual  Report under the headings  "Consolidated
Statements   of   Operations",  "Consolidated  Balance   Sheets",
"Consolidated  Statements  of Changes in  Shareholders'  Equity",
"Consolidated  Statements of Cash Flow", "Notes  to  Consolidated
Financial   Statements"   and  "Report  of   Independent   Public
Accountants":

     Consolidated Financial Statements:

     Consolidated Balance Sheets, December 31, 1995 and 1996

     Consolidated  Statements of Operations for the  years  ended
     December 31, 1996, 1995 and 1994

     Consolidated  Statements of Changes in Shareholders'  Equity
     for the years ended December 31, 1996, 1995 and 1994

     Consolidated  Statements of Cash Flows for the  years  ended
     December 31, 1996, 1995 and 1994

     Notes to Consolidated Financial Statements

     Report of Independent Public Accountants


      (b)   The  following  Financial Statements  for  ACC  Corp.
Employee  Stock  Purchase Plan for Plan year ended  December  31,
1996 are included herewith as follows:

     Report of Independent Public Accountants

     Statement of Financial Condition

     Statement of Changes in Participants' Equity

     Notes to Financial Statements

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To  the  Plan  Administrator  of the  ACC  Corp.  Employee  Stock
Purchase Plan:

      We  have  audited the accompanying statements of  financial
condition  of  the  ACC Corp. Employee Stock Purchase  Plan  (the
"Plan")  as  of  December  31, 1996 and  1995,  and  the  related
statements of changes in participants' equity for the years  then
ended.  These financial statements are the responsibility of  the
Plan's  management.  Our responsibility is to express an  opinion
on these financial statements based on our audits.

      We  conducted  our  audits  in  accordance  with  generally
accepted  auditing standards.  Those standards  require  that  we
plan  and perform the audit to obtain reasonable assurance  about
whether   the   financial  statements  are   free   of   material
misstatement.   An  audit includes examining, on  a  test  basis,
evidence  supporting the amounts and disclosures in the financial
statements.   An  audit  also includes assessing  the  accounting
principles used and significant estimates made by management,  as
well  as evaluating the overall financial statement presentation.
We  believe  that our audits provide a reasonable basis  for  our
opinion.

      In  our opinion, the financial statements referred to above
present fairly, in all material respects, the financial condition
of  the Plan as of December 31, 1996 and 1995, and the results of
its  changes in participants' equity for the years then ended  in
conformity with generally accepted accounting principles.

                              /s/ Arthur Andersen LLP

Rochester, New York
  February 24, 1997

                            ACC Corp.
                   Employee Stock Purchase Plan
                Statements of Financial Condition
                    December 31, 1996 and 1995


ASSETS:                                      1996           1995

     Receivable from ACC Corp.               $1,627         $683

TOTAL ASSETS                                 $1,627         $683


LIABILITIES AND PARTICIPANTS' EQUITY:
   Participants'     equity                  $1,627         $683

TOTAL LIABILITIES AND PARTICIPANTS' EQUITY   $1,627         $683



The  accompanying notes to financial statements are  an  integral
part of these statements.
                            ACC Corp.
                   Employee Stock Purchase Plan
          Statements of Changes in Participants' Equity
        For the Years Ended December 31, 1996 and 1995 and
For the Period From Adoption (February 8, 1994) to December 31, 19
94


ADDITIONS:                                    1996       1995     1994

     Employee contributions                 $356,514   $331,256 $155,651

DEDUCTIONS:

     Stock purchased                         343,870    297,027  151,600
     Employee withdrawals                     11,700     34,103    3,494

     Total deductions                        355,570    331,130  155,094

NET INCREASE IN PARTICIPANTS' EQUITY             944        126      557

PARTICIPANTS' EQUITY, BEGINNING OF PERIOD        683        557        -

PARTICIPANTS' EQUITY, END OF PERIOD        $   1,627   $    683  $   557

The  accompanying notes to financial statements are  an  integral
part of these statements.

                            ACC Corp.
                   Employee Stock Purchase Plan
                  Notes to Financial Statements


1.   PLAN DESCRIPTION:

      The ACC Corp. Employee Stock Purchase Plan (the "Plan") was
adopted  by  the Board of Directors on February 8, 1994  and  was
ratified  by  the  shareholders on October 13, 1994.   The  first
offering period began July 1, 1994.  Officers did not participate
until  the ratification by the shareholders occurred.   The  Plan
was  established  to provide employees with increased  employment
and  performance  incentives  and to  enhance  ACC  Corp.'s  (the
"Company") efforts to attract and retain employees of outstanding
ability.   The  Plan permits eligible Company employees  to  make
periodic  purchases  of shares of the Company's  Class  A  Common
Stock  through payroll deductions at prices below then-prevailing
market  prices.  As of December 31, 1996, 676,087 shares  of  the
Company's  Class  A Common Stock (which may be  treasury  shares,
authorized and unissued shares, or a combination thereof  at  the
Company's discretion) are reserved for future issuance under  the
Plan.   The  Plan  is administered by the Executive  Compensation
Committee   of  the  Board  of  Directors  of  ACC   Corp.   (the
"Committee").  None of the members of the Committee  is  eligible
to participate in the Plan.  Reference should be made to the Plan
for more complete information.

      Any employee of the Company or any of its subsidiaries  who
is employed at least 20 hours per week is eligible to participate
in  the  Plan.  Participants may enroll in the Plan prior  to  an
offering  commencement  date.  Employees  may  authorize  payroll
deductions  of  up  to  15%  of their then-current  straight-time
earnings during the term of an offering, which will be applied to
the  purchase of shares under the Plan.  These payroll deductions
will begin on that offering commencement date and will end on the
last  purchase  date applicable to any offering in  which  he/she
holds  any  options to purchase shares of the Company's  Class  A
Common  Stock,  or if sooner, on the effective  date  of  his/her
termination of participation in the Plan.  Newly hired  employees
hired  subsequent  to  an offering commencement  date  may  begin
participation  in the Plan at the beginning of the next  calendar
quarter following their date of hire.

      Payroll deductions will be held by the Company as  part  of
its general funds for the credit of the participants and will not
accrue interest pending the periodic purchase of shares under the
Plan.   On the last business day of each calendar quarter  during
the  term  of  an  offering, a participant will automatically  be
deemed  to  have  exercised his/her options to purchase,  at  the
applicable purchase price, the maximum number of full shares that
can be purchased with the amounts deducted from the participant's
pay  during  that  quarter, together with any excess  funds  from
preceding  quarters.  The purchase price at which shares  may  be
purchased  under  the  Plan is 85% of the closing  price  of  the
Company's Class A Common Stock in Nasdaq trading on either a) the
offering   commencement  date  (or,  in  the  case   of   interim
participation  by newly hired employees, the date on  which  they
are  permitted to begin participation in that offering) or b) the
date on which shares are purchased through the automatic exercise
of  an  option  to purchase shares under the Plan,  whichever  is
lower.   The maximum number of shares that a participant will  be
permitted  to  purchase  in any single  offering  is  subject  to
certain limitations, as set forth in the plan document.

      A participant may, at any time and for any reason, withdraw
from  further participation in any offering or from the  Plan  by
giving  written notice.  In such event, the participant's payroll
deductions  which have been credited to his/her plan account  and
not  already expended to purchase shares under the Plan  will  be
refunded without interest.  No further payroll deductions will be
made  from  his/her  pay during the term of  that  offering.   No
withdrawing participant will be permitted to re-commence  his/her
participation   in   an   offering,   however,   termination   of
participation  in an offering or in the Plan will  not  have  any
effect upon subsequent eligibility to participate in the Plan.  A
participant's   retirement,  death  or   other   termination   of
employment  will  be  treated  as  a  permanent  withdrawal  from
participation.   In the event of a participant's  death,  his/her
estate  or designated beneficiary shall have the right to  elect,
no later than 60 days following his/her date of death, to receive
either   the  accumulated  payroll  deductions  in  the  deceased
participant's plan account or to exercise, on the next subsequent
purchase date, the deceased participant's options to purchase the
number  of  full  shares  of Class A Common  Stock  that  can  be
purchased with the balance in the decedent's plan account  as  of
his/her  date  of death, together with the return of  any  excess
cash, without interest.

     The Plan will expire on the first to occur of the following:
(1) the date as of which participants purchase a number of shares
equal  to  or  greater than the number of shares  authorized  for
issuance under the Plan; or (2) the date as of which the Board of
Directors  of the Company or the Committee terminates  the  Plan.
In  either case, all funds accumulated in each participant's plan
account  but not yet expended to purchase shares will be refunded
without  interest.  If the Plan is terminated by  reason  of  the
exercise  of  rights to purchase a greater number of shares  than
are  authorized for issuance under the Plan, all remaining shares
available for issuance will be allocated to participants on a pro-
rata basis.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

      The  financial  statements are prepared using  the  accrual
basis  of  accounting.   The  Company  pays  all  of  the  Plan's
administrative expenses.

3.   INCOME TAX STATUS:

      The  Plan  is  intended to qualify  as  an  employee  stock
purchase plan under Section 423 of the Internal Revenue Code.  In
order  for  favorable  tax  treatment  to  be  available  to  the
participant,  the  participant  cannot  dispose  of  any   shares
acquired  under the Plan within two years following the date  the
option to purchase was granted, nor within one year following the
date the shares were actually purchased.

4.   STOCK PURCHASES:

     Stock purchases by offering period are as follows:

                                        Purchase price    Number of
Offering Period     Valuation Date         per share   shares  purchased

July 1, 1994 -      July 1, 1994             $ 9.08       13,022
  December 31, 1994 December 31, 1994*       $ 9.83        6,110

January 1, 1995 -   December 31, 1994        $ 9.83       26,903
  December 31, 1995 March 31, 1995*          $11.17          105
                    June 30, 1995*           $ 9.83          101
                    September 30, 1995*      $11.00           77

July 1, 1995 -      June 30, 1995            $ 9.83        7,746
 December 31, 1995  September 30, 1995*      $11.00          519

January 1, 1996 -   December 30, 1995        $15.37       12,544
 June 30, 1996      March 31, 1996*          $19.75          158

July 1, 1996 -      June 30, 1996            $32.42        2,834
 December 31, 1996  December 31, 1996        $30.25        3,806


      *For  those  employees who began participation  during  the
offering period.

      The  valuation date is the date during the offering period,
as  defined,  on which the stock price was the lowest,  therefore
becoming the base for the calculation of shares to be purchased.

           (2)   Financial  Statement Schedules.   The  following
Financial Statement Schedules and the accountant's report thereon
are included herewith as follows:

          Report of Independent Public Accountants

          II   Consolidated Valuation and Qualifying Accounts for
          the years ended December 31, 1996, 1995 and 1994

All  other  schedules  are not submitted  because  they  are  not
applicable,  not required or because the required information  is
included  in  the  consolidated  financial  statements  or  notes
thereto.

           (3)  Exhibits.  The following constitutes the list  of
exhibits  required to be filed as a part of this Report  pursuant
to Item 601 of Regulation S-K:
                         LIST OF EXHIBITS


Exhibit                                   
Number     Description                    Location

                                          
3-1        First Restated Certificate     Incorporated by Reference
           of Incorporation of ACC        to Exhibit 3 to the
           Corp.                          Company's Quarterly
                                          Report on Form 10-Q for
                                          its Quarter Ended
                                          September 30, 1995
                                          ("September 30, 1995
                                          10-Q")

3-2        Bylaws of ACC Corp., as        Incorporated by Reference
           amended on May 21, 1996        to Exhibit 99.5 to the
                                          Company's Current Report
                                          on Form 8-K filed on
                                          September 17, 1996
                                          ("September 17, 1996
                                          8-K")

4-1        Form of ACC Corp. Class A      Incorporated by Reference
           Common Stock Certificate       to Exhibit 4-1 to the
                                          Company's Registration
                                          Statement on Form S-3,
                                          No. 333-01157 declared
                                          effective May 2, 1996

4-2        Form of Warrant to purchase    Incorporated by Reference
           7,500 Shares of Class A        to Exhibit 99.4 to the
           Common Stock dated October     Company's Current Report
           30, 1995                       on Form 8-K filed on
                                          February 22, 1996 8-K
                                          ("February 22, 1996 8-K")
                                          
10-1       Form of Employment             Incorporated by Reference
           Continuation Incentive         to Exhibit 99.3 to the
           Agreement between ACC Corp.    Company's February 22,
           and certain of its Key         1996 8-K
           Employees

10-2       ACC Corp. Employee Long Term   Incorporated by Reference
           Incentive Plan, as amended     to Exhibit 4-1 to the
           through February 5, 1996       Company's Registration
                                          Statement on Form S-8,
                                          No. 333-01219, effective
                                          February 26, 1996

10-3       Form of ACC Corp.              Incorporated by Reference
           Indemnification Agreement      to Exhibit 10-29 to the
           with its Directors and         Company's Report on
           certain of its Executive       Form 10-K for its year
           Officers                       ended December 31, 1987

10-4       ACC Corp. Employee Stock       Incorporated by Reference
           Purchase Plan                  to Exhibit 4-4 to the
                                          Company's Registration
                                          Statement on Form S-8,
                                          No. 33-75558, effective
                                          February 22, 1994

10-5       Employment Agreement between   Incorporated by Reference
           ACC Corp. and David K.         to Exhibit 10-2 to the
           Laniak, dated October 6,       Company's September 30,
           1995                           1995 10-Q

10-6       Salary Continuation and        Incorporated by Reference
           Deferred Compensation          to Exhibit 10-3 to the
           Agreement between ACC Corp.    Company's September 30,
           and Richard T. Aab, dated      1995 10-Q
           October 6, 1995

10-7       Non-Competition Agreement      Incorporated by Reference
           between ACC Corp. and          to Exhibit 10-4 to the
           Richard T. Aab, dated          Company's September 30,
           October 6, 1995                1995 10-Q

10-8       Release and Settlement         Incorporated by Reference
           Agreement between ACC Corp.    to Exhibit 99.2 to the
           and Francis Coleman, dated     Company's February 22,
           December 29, 1995              1996 8-K

10-9       Software License Agreement     Incorporated by Reference
           dated March 30, 1995 by and    to Exhibit 99.5 to the
           between AMBIX Systems Corp.    Company's February 22,
           and ACC Corp.                  1996 8-K

10-10      Software License Agreement     Incorporated by Reference
           dated February 21, 1996        to Exhibit 99.6 to the
           between AMBIX Acquisition      Company's February 22,
           Corp. and ACC Corp.            1996 8-K

10-11      Bill of Sale from AMBIX        Incorporated by Reference
           Systems Corp. to ACC Corp.     to Exhibit 99.7 to the
           dated February 6, 1996         Company's February 22,
                                          1996 8-K

10-12      Letter Agreement dated         Incorporated by Reference
           April 27, 1995 between the     to Exhibit 99.8 to the
           Special Committee of the       Company's February 22,
           Board of Directors of ACC      1996 8-K
           Corp. and Richard T. Aab

10-13      Lease dated January 25, 1994   Incorporated by Reference
           between the Hague              to Exhibit 99.9 to the
           Corporation and ACC Corp.,     Company's February 22,
           as modified by a Lease         1996 8-K
           Modification Agreement No. 1
           dated May 31, 1994 and a
           Lease Modification Agreement
           No. 2 dated May 31, 1994,
           relating to the leased
           premises located at 400 West
           Avenue, Rochester, New York

10-14      Amended and Restated Lease     Incorporated by Reference
           Agreement dated March 1,       to Exhibit 99.10 to the
           1994 between ACC Long          Company's February 22,
           Distance Inc./Interurbains     1996 8-K
           ACC Inc. and Coopers &
           Lybrand relating to the
           leased premises located at
           5343 Dundas Street West,
           Etobicoke, Ontario, Canada

10-15      Underlease Agreement dated     Incorporated by Reference
           December 23, 1993 between      to Exhibit 99.11 to the
           ACC Long Distance UK           Company's February 22,
           Limited, IBM United Kingdom    1996 8-K
           Limited, and ACC Corp.
           relating to the leased
           premises located on the
           tenth floor at The Chiswick
           Centre 414 Chiswick High
           Road, London, England

10-16      Underlease Agreement dated     Incorporated by Reference
           June 6, 1995 between ACC       to Exhibit 99.12 to the
           Long Distance UK Limited,      Company's February 22,
           IBM United Kingdom Limited,    1996 8-K
           and ACC Corp. relating to
           the leased premises located
           on the first floor at The
           Chiswick Centre 414 Chiswick
           High Road, London, England

10-17      Supplemental Lease Agreement   Incorporated by Reference
           dated June 3, 1994 between     to Exhibit 99.13 to the
           ACC Long Distance UK           Company's February 22,
           Limited, IBM United Kingdom    1996 8-K
           Limited, and ACC Corp.
           relating to the leased
           premises located on the
           ninth floor at The Chiswick
           Centre 414 Chiswick High
           Road, London, England

10-18      Amended and Restated Credit    Filed herewith
           Agreement, dated as of
           January 14, 1997, by and
           among ACC Corp. and certain
           Subsidiaries as Borrowers,
           ACC Corp. as Guarantor,
           First Union National Bank of
           North Carolina as Managing
           Agent and Administrative
           Agent, and Fleet National
           Bank, as Managing Agent and
           Documentation Agent
                                          
10-19      Leasehold Mortgage dated       Incorporated by Reference
           July 21, 1995 between ACC      to Exhibit 99.16 to the
           Corp. and First Union          Company's February 22,
           National Bank of North         1996 8-K
           Carolina relating to the
           leased premises located at
           400 West Avenue, Rochester,
           New York ("Rochester
           Leasehold Mortgage")

10-20      Modification to Rochester      Filed herewith
           Leasehold Mortgage dated
           January 14, 1997
                                          

10-21      Leasehold Mortgage dated       Incorporated by Reference
           July 21, 1995 between ACC      to Exhibit 99.16 to the
           Corp. and First Union          Company's February 22,
           National Bank of North         2996 8-K
           Carolina relating to the       
           leased premises located at     
           Suite 206, State Tower         
           Building, 109 South Warren

10-22      Street, Syracuse, New York     Filed herewith
           ("Syracuse Leasehold           
           Mortgage")
           
           Modification to Syracuse
           Leasehold Mortgage dated
           January 14, 1997

10-23      Leasehold Mortgage dated       Incorporated by Reference
           July 21, 1995 between ACC      to Exhibit 99.17 to the
           Corp. and First Union          Company's February 22,
           National Bank of North         1996 8-K
           Carolina relating to the       
           leased premises located at     
           Suite 2200, Suite 204 and      
           Suite 205, State Tower         
           Building, 109 South Warren     
           Street, Syracuse, New York     
           ("Additional Syracuse          
           Leasehold Mortgage")           
           
10-24      Modification to Additional     Filed herewith
           Syracuse Leasehold Mortgage
           dated January 14, 1997

10-25      Mortgage of Leasehold          Filed herewith
           Interest, dated as of          
           January 14, 1997, between      
           ACC TelEnterprises             
           Ltd./TelEnterprises ACC LTEE   
           and First Union National       
           Bank of North Carolina, as     
           Agent, relating to the         
           leased premises located at     
           One Toronto Street, Toronto,   
           Ontario, Canada                
           
10-26      Mortgage of Leasehold          Filed herewith
           Interest, dated as of
           January 14, 1997, between
           ACC TelEnterprises
           Ltd./TelEnterprises ACC LTEE
           and First Union National
           Bank of North Carolina, as
           Agent, relating to the
           leased premises located at
           5343 Dundas Street West,
           Etobicoke, Ontario, Canada
           
10-27      Amended and Restated Pledge    Filed herewith
           Agreement dated as of
           January 14, 1997 by ACC
           Corp. in favor of First
           Union National Bank of North
           Carolina as Administrative
           Agent

10-28      Amended and Restated Pledge    Filed herewith
           Agreement dated as of
           January 14, 1997 by ACC
           National Long Distance Corp.
           in favor of First Union
           National Bank of North
           Carolina as Administrative
           Agent

10-29      Amended and Restated           Filed herewith
           Security Agreement dated as
           of January 14, 1997 between
           ACC Corp., certain Domestic
           Subsidiaries of the Company
           and First Union National
           Bank of North Carolina as
           Administrative Agent

10-30      Amended and Restated           Filed herewith
           Trademark Security Agreement
           dated as of January 14, 1997
           between ACC Corp. and First
           Union National Bank of North
           Carolina as Administrative
           Agent

10-31      License Agreement dated        Incorporated by Reference
           July 1, 1993 between           to Exhibit 99.23 to the
           Hudson's Bay Company and ACC   Company's February 22,
           Long Distance Inc.             1996 8-K

10-32      Employment Agreement between   Incorporated by Reference
           Christopher Bantoft and ACC    to Exhibit 10-29 of the
           Long Distance UK Ltd. dated    Company's Report on Form
           November 16, 1993, as          10-K for its year ended
           amended                        December 31, 1995
                                          ("December 31, 1995 10-
                                          K")

10-33      Employment Agreement between   Incorporated by Reference
           Steve M. Dubnik and ACC        to Exhibit 10-30 of the
           TelEnterprises Ltd. dated      Company's December 31,
           August 4, 1994                 1995 10-K

10-34      ACC Corp. Non-Employee         Incorporated by Reference
           Directors' Stock Option Plan   to Exhibit 99.1 to the
                                          Company's February 22,
                                          1996 8-K
10-35      Rules of the ACC Corp. 1996    
           UK Sharesave Scheme dated      Filed herewith
           August 5, 1996                 
                                     
10-36      Net Settlement Agreement       Incorporated by Reference
           dated September 9, 1996        to Exhibit 99.6 to the
           between Teletek, Inc. and      Company's September 17,
           ACC Long Distance Corp.        1996 8-K
                                          
10-37      License Agreement between      Incorporated by Reference
           EDS of Canada Ltd. and ACC     to Exhibit 99.7 to the
           TelEnterprises Ltd. dated      Company's September 17,
           June 24, 1996                  1996 8-K
                                          
10-38      Amendment to Salary            Incorporated by Reference
           Continuation and Deferred      to Exhibit 99.8 to the
           Compensation Agreement         Company's September 17,
           between ACC Corp. and          1996 8-K
           Richard T. Aab dated           
           September 13, 1996             
                                         
10-39      License Granted by the         Filed herewith
           Secretary of State for Trade
           and Industry to ACC Long
           Distance UK Ltd. Under
           Section 7 of the
           Telecommunications Act 1984
           

10-40      Leasehold Mortgage dated as    Filed herewith
           of January 14, 1997 by and
           among ACC National Telecom
           Corp. and First Union
           National Bank of North
           Carolina as Administrative
           Agent relating to the leased
           premises located at One
           Commerce Plaza, Albany, New
           York

10-41      Leasehold Mortgage dated as    Filed herewith
           of January 14, 1997 by and
           among ACC Long Distance
           Corp. and First Union
           National Bank of North
           Carolina as Administrative
           Agent relating to the leased
           premises located at 69
           Delaware Avenue, Buffalo,
           New York

10-42      Leasehold Mortgage dated as    Filed herewith
           of January 14, 1997 by and
           among ACC National Telecom
           Corp. and First Union
           National Bank of North
           Carolina as Administrative
           Agent relating to the leased
           premises located at 32 Old
           Slip, New York, New York
10-43      Mortgage of Leasehold          Filed herewith
           Interest, dated as of
           January 14, 1997, between
           ACC TelEnterprises
           Ltd./TelEnterprises ACC LTEE
           and First Union National
           Bank of North Carolina as
           Administrative Agent
           relating to the leased
           premises located in
           Vancouver, British Columbia,
           Canada

11         Statement re: Computation of   See Note 1 to the Notes
           Per Share Earnings             to the Consolidated
                                          Financial Statements
                                          filed herewith

13         Excerpts from 1996 Annual      Filed herewith
           Report to Shareholders
           incorporated by reference
           herein

21         Subsidiaries of ACC Corp.      Filed herewith

23         Accountant's Consent re:       Filed herewith
           Incorporation by Reference

27         Financial Data Schedule        Filed only with EDGAR
                                          filing, per Reg. S-K,
                                          Rule 601(c)(1)(v)
     (b)  Reports on Form 8-K.  No reports on Form 8-K were filed
for the quarter ended December 31, 1996.

     (c)  Exhibits.  See Exhibit Index.

     (d)  Financial Statement Schedules.  Financial Statement
Schedules, along with the report of the independent public
accountants thereon, are as follows:

             REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To  ACC Corp.:

We have audited in accordance with generally accepted auditing
standards, the financial statements of ACC Corp. included in this
Form 10-K and have issued our report thereon dated January 24,
1997.  Our audit was made for the purpose of forming an opinion
on those statements taken as a whole.  The schedules listed in
the accompanying index are the responsibility of the Company's
management and are presented for purposes of complying with the
Securities and Exchange Commission's rules and are not part of
the basic financial statements.  These schedules have been
subjected to the auditing procedures applied in the audit of the
basic financial statements and, in our opinion, fairly state in
all material respects the financial data required to be set forth
therein in relation to the basic financial statements taken as a
whole.



Rochester, New York
March  27, 1997



                                   /s/ Arthur Andersen LLP
<TABLE>
                              SCHEDULE II

                       ACC CORP AND SUBSIDIARIES

             CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS

           For the Years Ended December 31, 1996, 1995, 1994
                                (000's)

<CAPTION>
                                            Balance  Charged              Net     Balance
                                              at    to Costs   Charged  Accounts    at
                                           Beginning   and     to Other Written   End of
                                           of Period Expenses  Accounts   Off     Period

YEAR ENDED DECEMBER 31, 1996
<S>                                          <C>      <C>         <S>  <C>        <C>
Allowance for doubtful accounts              $2,085   $5,143      -    ($3,433)   $3,795
Valuation allowance for deferred tax assets $10,938  ($3,269)     -       -       $7,669

YEAR ENDED DECEMBER 31, 1995
Allowance for doubtful accounts              $1,035   $3,284      -    ($2,234)   $2,085
Valuation allowance for deferred tax assets  $7,454   $2,223   $1,261(1)   -     $10,938

YEAR ENDED DECEMBER 31, 1994
Allowance for doubtful accounts              $1,008   $2,345      -    ($2,318)   $1,035
Valuation allowance for deferred tax assets    $603   $6,851      -       -       $7,454

______________________________
(1)  Represents valuation allowance associated with loss carryforwards
of Metrowide Communications which was purchased by ACC Canada on
August 1, 1995.
</TABLE>
All other schedules are not submitted because they are not applicable,
not required or because the required information is included in
the consolidated financial statements or notes thereto.
                               SIGNATURES

          Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused this
Report to be signed on its behalf by the undersigned, thereunto
duly authorized.

                                             ACC CORP.

Dated:  March 27, 1997           By:         /s/ David K. Laniak
                                             David K. Laniak,
                                             Chief Executive Officer

          Pursuant to the requirements of the Securities Exchange Act
of 1934, this Report has been signed below by the following
persons, on behalf of the Company and in the capacities and on
the dates indicated.

Dated:  March 27, 1997           By:         /s/ David K. Laniak
                                             David K. Laniak,
                                             Chief Executive
                                             Officer and a Director


Dated:  March 27, 1997           By:         /s/ Michael R. Daley
                                             Michael R. Daley,
                                             Executive Vice
                                             President and Chief Financial
                                             Officer (Principal Financial
                                             and Accounting Officer)


Dated:  March 27, 1997            By:        /s/ Hugh F. Bennett
                                             Hugh F. Bennett, Director


Dated:  March 27, 1997           By:          /s/ Arunas A. Chesonis
                                              Arunas A. Chesonis,
                                              President and a Director


Dated:  March 27, 1997           By:           /s/ Willard Z. Estey
                                             Willard Z. Estey,Director


Dated:  March ____, 1997           By:
                                             Richard T. Aab, Director


Dated:  March ____, 1997           By:
                                             Daniel D. Tessoni,Director


Dated:  March 27, 1997           By:         /s/ Robert M. VanDegna
                                             Robert M. Van Degna,Director

                         LIST OF EXHIBITS


Exhibit                                   
Number     Description                    Location

                                          
3-1        First Restated Certificate     Incorporated by Reference
           of Incorporation of ACC        to Exhibit 3 to the
           Corp.                          Company's Quarterly
                                          Report on Form 10-Q for
                                          its Quarter Ended
                                          September 30, 1995
                                          ("September 30, 1995
                                          10-Q")

3-2        Bylaws of ACC Corp., as        Incorporated by Reference
           amended on May 21, 1996        to Exhibit 99.5 to the
                                          Company's Current Report
                                          on Form 8-K filed on
                                          September 17, 1996
                                          ("September 17, 1996
                                          8-K")

4-1        Form of ACC Corp. Class A      Incorporated by Reference
           Common Stock Certificate       to Exhibit 4-1 to the
                                          Company's Registration
                                          Statement on Form S-3,
                                          No. 333-01157 declared
                                          effective May 2, 1996

4-2        Form of Warrant to purchase    Incorporated by Reference
           7,500 Shares of Class A        to Exhibit 99.4 to the
           Common Stock dated October     Company's Current Report
           30, 1995                       on Form 8-K filed on
                                          February 22, 1996 8-K
                                          ("February 22, 1996 8-K")
                                          
10-1       Form of Employment             Incorporated by Reference
           Continuation Incentive         to Exhibit 99.3 to the
           Agreement between ACC Corp.    Company's February 22,
           and certain of its Key         1996 8-K
           Employees

10-2       ACC Corp. Employee Long Term   Incorporated by Reference
           Incentive Plan, as amended     to Exhibit 4-1 to the
           through February 5, 1996       Company's Registration
                                          Statement on Form S-8,
                                          No. 333-01219, effective
                                          February 26, 1996

10-3       Form of ACC Corp.              Incorporated by Reference
           Indemnification Agreement      to Exhibit 10-29 to the
           with its Directors and         Company's Report on
           certain of its Executive       Form 10-K for its year
           Officers                       ended December 31, 1987

10-4       ACC Corp. Employee Stock       Incorporated by Reference
           Purchase Plan                  to Exhibit 4-4 to the
                                          Company's Registration
                                          Statement on Form S-8,
                                          No. 33-75558, effective
                                          February 22, 1994

10-5       Employment Agreement between   Incorporated by Reference
           ACC Corp. and David K.         to Exhibit 10-2 to the
           Laniak, dated October 6,       Company's September 30,
           1995                           1995 10-Q

10-6       Salary Continuation and        Incorporated by Reference
           Deferred Compensation          to Exhibit 10-3 to the
           Agreement between ACC Corp.    Company's September 30,
           and Richard T. Aab, dated      1995 10-Q
           October 6, 1995

10-7       Non-Competition Agreement      Incorporated by Reference
           between ACC Corp. and          to Exhibit 10-4 to the
           Richard T. Aab, dated          Company's September 30,
           October 6, 1995                1995 10-Q

10-8       Release and Settlement         Incorporated by Reference
           Agreement between ACC Corp.    to Exhibit 99.2 to the
           and Francis Coleman, dated     Company's February 22,
           December 29, 1995              1996 8-K

10-9       Software License Agreement     Incorporated by Reference
           dated March 30, 1995 by and    to Exhibit 99.5 to the
           between AMBIX Systems Corp.    Company's February 22,
           and ACC Corp.                  1996 8-K

10-10      Software License Agreement     Incorporated by Reference
           dated February 21, 1996        to Exhibit 99.6 to the
           between AMBIX Acquisition      Company's February 22,
           Corp. and ACC Corp.            1996 8-K

10-11      Bill of Sale from AMBIX        Incorporated by Reference
           Systems Corp. to ACC Corp.     to Exhibit 99.7 to the
           dated February 6, 1996         Company's February 22,
                                          1996 8-K

10-12      Letter Agreement dated         Incorporated by Reference
           April 27, 1995 between the     to Exhibit 99.8 to the
           Special Committee of the       Company's February 22,
           Board of Directors of ACC      1996 8-K
           Corp. and Richard T. Aab

10-13      Lease dated January 25, 1994   Incorporated by Reference
           between the Hague              to Exhibit 99.9 to the
           Corporation and ACC Corp.,     Company's February 22,
           as modified by a Lease         1996 8-K
           Modification Agreement No. 1
           dated May 31, 1994 and a
           Lease Modification Agreement
           No. 2 dated May 31, 1994,
           relating to the leased
           premises located at 400 West
           Avenue, Rochester, New York

10-14      Amended and Restated Lease     Incorporated by Reference
           Agreement dated March 1,       to Exhibit 99.10 to the
           1994 between ACC Long          Company's February 22,
           Distance Inc./Interurbains     1996 8-K
           ACC Inc. and Coopers &
           Lybrand relating to the
           leased premises located at
           5343 Dundas Street West,
           Etobicoke, Ontario, Canada

10-15      Underlease Agreement dated     Incorporated by Reference
           December 23, 1993 between      to Exhibit 99.11 to the
           ACC Long Distance UK           Company's February 22,
           Limited, IBM United Kingdom    1996 8-K
           Limited, and ACC Corp.
           relating to the leased
           premises located on the
           tenth floor at The Chiswick
           Centre 414 Chiswick High
           Road, London, England

10-16      Underlease Agreement dated     Incorporated by Reference
           June 6, 1995 between ACC       to Exhibit 99.12 to the
           Long Distance UK Limited,      Company's February 22,
           IBM United Kingdom Limited,    1996 8-K
           and ACC Corp. relating to
           the leased premises located
           on the first floor at The
           Chiswick Centre 414 Chiswick
           High Road, London, England

10-17      Supplemental Lease Agreement   Incorporated by Reference
           dated June 3, 1994 between     to Exhibit 99.13 to the
           ACC Long Distance UK           Company's February 22,
           Limited, IBM United Kingdom    1996 8-K
           Limited, and ACC Corp.
           relating to the leased
           premises located on the
           ninth floor at The Chiswick
           Centre 414 Chiswick High
           Road, London, England

10-18      Amended and Restated Credit    Filed herewith
           Agreement, dated as of
           January 14, 1997, by and
           among ACC Corp. and certain
           Subsidiaries as Borrowers,
           ACC Corp. as Guarantor,
           First Union National Bank of
           North Carolina as Managing
           Agent and Administrative
           Agent, and Fleet National
            Bank, as Managing Agent and
           Documentation Agent
                                          
10-19      Leasehold Mortgage dated       Incorporated by Reference
           July 21, 1995 between ACC      to Exhibit 99.16 to the
           Corp. and First Union          Company's February 22,
           National Bank of North         1996 8-K
           Carolina relating to the
           leased premises located at
           400 West Avenue, Rochester,
           New York ("Rochester
           Leasehold Mortgage")

10-20      Modification to Rochester      Filed herewith
           Leasehold Mortgage dated
           January 14, 1997
                                          

10-21      Leasehold Mortgage dated       Incorporated by Reference
           July 21, 1995 between ACC      to Exhibit 99.16 to the
           Corp. and First Union          Company's February 22,
           National Bank of North         2996 8-K
           Carolina relating to the
           leased premises located at
           Suite 206, State Tower
           Building, 109 South Warren
           Street, Syracuse, New York
           ("Syracuse Leasehold
           Mortgage")

10-22      Modification to Syracuse       Filed herewith
           Leasehold Mortgage dated
           January 14, 1997

10-23      Leasehold Mortgage dated       Incorporated by Reference
           July 21, 1995 between ACC      to Exhibit 99.17 to the
           Corp. and First Union          Company's February 22,
           National Bank of North         1996 8-K
           Carolina relating to the
           leased premises located at
           Suite 2200, Suite 204 and
           Suite 205, State Tower
           Building, 109 South Warren
           Street, Syracuse, New York
           ("Additional Syracuse
           Leasehold Mortgage")
           
10-24      Modification to Additional     Filed herewith
           Syracuse Leasehold Mortgage
           dated January 14, 1997

10-25      Mortgage of Leasehold          Filed herewith
           Interest, dated as of
           January 14, 1997, between
           ACC TelEnterprises
           Ltd./TelEnterprises ACC LTEE
           and First Union National
           Bank of North Carolina, as
           Agent, relating to the
           leased premises located at
           One Toronto Street, Toronto,
           Ontario, Canada

10-26      Mortgage of Leasehold          Filed herewith
           Interest, dated as of          
           January 14, 1997, between
           ACC TelEnterprises
           Ltd./TelEnterprises ACC LTEE
           and First Union National
           Bank of North Carolina, as
           Agent, relating to the
           leased premises located at
           5343 Dundas Street West,
           Etobicoke, Ontario, Canada
           

10-27      Amended and Restated Pledge    Filed herewith
           Agreement dated as of
           January 14, 1997 by ACC
           Corp. in favor of First
           Union National Bank of North
           Carolina as Administrative
           Agent

10-28      Amended and Restated Pledge    Filed herewith
           Agreement dated as of
           January 14, 1997 by ACC
           National Long Distance Corp.
           in favor of First Union
           National Bank of North
           Carolina as Administrative
           Agent

10-29      Amended and Restated           Filed herewith
           Security Agreement dated as
           of January 14, 1997 between
           ACC Corp., certain Domestic
           Subsidiaries of the Company
           and First Union National
           Bank of North Carolina as
           Administrative Agent

10-30      Amended and Restated           Filed herewith
           Trademark Security Agreement
           dated as of January 14, 1997
           between ACC Corp. and First
           Union National Bank of North
           Carolina as Administrative
           Agent

10-31      License Agreement dated        Incorporated by Reference
           July 1, 1993 between           to Exhibit 99.23 to the
           Hudson's Bay Company and ACC   Company's February 22,
           Long Distance Inc.             1996 8-K

10-32      Employment Agreement between   Incorporated by Reference
           Christopher Bantoft and ACC    to Exhibit 10-29 of the
           Long Distance UK Ltd. dated    Company's Report on Form
           November 16, 1993, as          10-K for its year ended
           amended                        December 31, 1995
                                          ("December 31, 1995 10-
                                          K")

10-33      Employment Agreement between   Incorporated by Reference
           Steve M. Dubnik and ACC        to Exhibit 10-30 of the
           TelEnterprises Ltd. dated      Company's December 31,
           August 4, 1994                 1995 10-K
10-34      ACC Corp. Non-Employee         Incorporated by Reference
           Directors' Stock Option Plan   to Exhibit 99.6 to the
                                          Company's September 17,
                                          1996 8-K

10-35      Rules of the ACC Corp. 1996    Filed herewith
           UK Sharesave Scheme dated
           August 5, 1996

10-36      Net Settlement Agreement       Incorporated by Reference
           dated September 9, 1996        to Exhibit 99.6 to the
           between Teletek, Inc. and      Company's September 17,
           ACC Long Distance Corp.        1996 8-K
                                          
10-37      License Agreement between      Incorporated by Reference
           EDS of Canada Ltd. and ACC     to Exhibit 99.7 to the
           TelEnterprises Ltd. dated      Company's September 17,
           June 24, 1996                  1996 8-K

10-38      Amendment to Salary            Incorporated by Reference
           Continuation and Deferred      to Exhibit 99.8 to the
           Compensation Agreement         Company's
           between ACC Corp. and          September 17, 1996 8-K
           Richard T. Aab dated
           September 13, 1996
           

10-39      License Granted by the         Filed herewith
           Secretary of State for Trade
           and Industry to ACC Long
           Distance UK Ltd. Under
           Section 7 of the
           Telecommunications Act 1984

10-40      Leasehold Mortgage dated as    Filed herewith
           of January 14, 1997 by and     
           among ACC National Telecom
           Corp. and First Union
           National Bank of North
           Carolina as Administrative
           Agent relating to the leased
           premises located at One
           Commerce Plaza, Albany, New
           York


10-41      Leasehold Mortgage dated as    Filed herewith
           of January 14, 1997 by and
           among ACC Long Distance
           Corp. and First Union
           National Bank of North
           Carolina as Administrative
           Agent relating to the leased
           premises located at 69
           Delaware Avenue, Buffalo,
           New York

10-42      Leasehold Mortgage dated as    Filed herewith
           of January 14, 1997 by and
           among ACC National Telecom
           Corp. and First Union
           National Bank of North
           Carolina as Administrative
           Agent relating to the leased
           premises located at 32 Old
           Slip, New York, New York
           
10-43      Mortgage of Leasehold          Filed herewith
           Interest, dated as of
           January 14, 1997, between
           ACC TelEnterprises
           Ltd./TelEnterprises ACC LTEE
           and First Union National
           Bank of North Carolina as
           Administrative Agent
           relating to the leased
           premises located in
           Vancouver, British Columbia,
           Canada

11         Statement re: Computation of   See Note 1 to the Notes
           Per Share Earnings             to the Consolidated
                                          Financial Statements
                                          filed herewith

13         Excerpts from 1996 Annual      Filed herewith
           Report to Shareholders
           incorporated by reference
           herein

21         Subsidiaries of ACC Corp.      Filed herewith

23         Accountant's Consent re:       Filed herewith
           Incorporation by Reference

27         Financial Data Schedule        Filed only with EDGAR
                                          filing, per Reg. S-K,
                                          Rule 601(c)(1)(v)
                                          


