

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549


                             FORM 8-A/A
                          AMENDMENT NO. 1

         FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
             PURSUANT TO SECTION 12(b) or 12(g) OF THE
                  SECURITIES EXCHANGE ACT OF 1934


                             ACC CORP.
       -----------------------------------------------------
      (Exact name of registrant as specified in its charter)


         Delaware                               16-1175232
  -----------------------                   -------------------
  (State of incorporation                    (I.R.S. employer
     or organization)                       identification no.)



      400 West Avenue
    Rochester, New York                           14611
   -----------------------                   ------------------
   (Address of principal                        (zip code)
    executive offices)

 SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:


    Title of Each Class               Name of Each Exchange on which
    to be so registered               Each Class is to be Registered
    --------------------              ------------------------------


           None                                     None

 SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:


                  Preferred Stock Purchase Rights
                  -------------------------------
                         (Title of Class)

       Exhibit Index Appears on Sequentially Numbered Page 6



<PAGE>
ITEM 1.   DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
              The response to Item 1 of ACC Corp's Registration Statement 
on Form 8-A, dated October 3, 1997, is hereby amended and restated to read 
as follows:
              
              On October 3, 1997, the Board of Directors of ACC Corp. (the
"Company") declared a dividend of one preferred share purchase right (a
"Right") for each outstanding share of Class A Common Stock, par value
$.015 per share, of the Company (the "Common Stock").   The dividend is
payable on October 15, 1997 (the "Record Date"), or as soon as reasonably
practicable thereafter, to the shareholders of record on October 15, 1997.
Each Right entitles the registered holder to purchase from the Company one
one-thousandth of a share (a "Unit") of Series A Preferred Stock, par value
$1.00 per share (the "Preferred Stock"), of the Company at a price of $150
per one one-thousandth of a share of Preferred Stock (the "Purchase
Price"), subject to adjustment.  The description and terms of the Rights
are set forth in a Rights Agreement dated as of October 3, 1997
(the "Rights Agreement"), between the Company and First Union National 
Bank, as Rights Agent (the "Rights Agent"), and in the Amendments to 
the Rights Agreement between the Company and the Rights Agent, dated as of
November 6, 1997 and November 26, 1997 (collectively, the "Amendments")
as the same may be amended from time to time.

     Initially, the Rights will attach to all certificates representing
shares of outstanding Company Common Stock, and no separate Rights
Certificates will be distributed.  The Rights will separate from the
Company Common Stock and the "Distribution Date" will occur upon the
earlier of (i) 10 days following a public announcement (the date of such
announcement being the "Stock Acquisition Date") that a person or group of
affiliated or associated persons (other than the Company, any subsidiary of
the Company or any employee benefit plan of the Company or such subsidiary)
(an "Acquiring Person") has acquired, obtained the right to acquire, or
otherwise obtained beneficial ownership of 15% or more of the then
outstanding shares of Company Common Stock, and (ii) 10 business days (or
such later date as may be determined by action of the Board of Directors
prior to such time as any person becomes an Acquiring Person) following the
commencement of a tender offer or exchange offer that would result in a
person or group beneficially owning 15% or more of the then outstanding
shares of Company Common Stock. The Amendments provide that 
during the period commencing on November 6, 1997 ending on December 31,
1998, the Distribution Date will occur upon the earlier of (a)
10 days following a public announcement (the date of such
announcement being the "Stock Acquisition Date") that a person or group of
affiliated or associated persons (other than the Company, any subsidiary of
the Company or any employee benefit plan of the Company or such subsidiary)
(an "Acquiring Person") has acquired, obtained the right to acquire, or
otherwise obtained beneficial ownership of 7.5% or more of the then
outstanding shares of Company Common Stock, and (b) 10 business days (or
such later date as may be determined by action of the Board of Directors
prior to such time as any person becomes an Acquiring Person) following the
commencement of a tender offer or exchange offer that would result in a
person or group beneficially owning 7.5% or more of the then outstanding 
shares of Company Common Stock.  For purposes of the Amendments, an 
Acquiring Person shall not include any Person who was the Beneficial 
Owner of 7.5% or more of the shares of the Company Common Stock 
outstanding on November 6, 1997 provided such Person does not become the 
Beneficial Owner of any additional shares of the Company Common Stock 
after such date.  Until the Distribution Date, 
(i) the Rights will be evidenced by Company Common Stock certificates 
and will be transferred with and only with such Company Common 
Stock certificates, (ii) new Company Common Stock 
certificates issued after the Record Date (also including shares 
distributed from Treasury) will contain a notation incorporating the 
Rights Agreement, as amended,  by reference and (iii) the surrender for
transfer of any certificates representing outstanding Company Common Stock
will also constitute the transfer of the Rights associated with the Company
Common Stock represented by such certificates.

     The Rights are not exercisable until the Distribution Date and will
expire at the close of business on the tenth anniversary of the Rights
Agreement unless earlier redeemed by the Company as described below.

     As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of Company Common Stock as
of the close of business on the Distribution Date and, thereafter, the
separate Rights Certificates alone will represent the Rights.

     In the event that (i) the Company is the surviving corporation in a
merger with an Acquiring Person and shares of Company Common Stock shall
remain outstanding, (ii) a

                           Page 2

<PAGE>
person becomes an Acquiring Person, (iii) an Acquiring Person engages in
one or more "self-dealing" transactions as set forth in the Rights
Agreement, or (iv) during such time as there is an Acquiring Person, an
event occurs which results in such Acquiring Person's ownership interest
being increased by more than 1% (E.G., by means of a recapitalization)
(each such event being a "SECTION 11(A)(II) EVENT"), THEN, in each such
case, each holder of a Right will thereafter have the right to receive,
upon exercise, Units of Preferred Stock (or, in certain circumstances,
Company Common Stock, cash, property or other securities of the Company)
having a value equal to two times the exercise price of the Right.  The
exercise price is the Purchase Price multiplied by the number of Units of
Preferred Stock issuable upon exercise of a Right prior to the events
described in this paragraph.  Notwithstanding any of the foregoing,
following the occurrence of any of the events set forth in this paragraph,
all Rights that are, or (under certain circumstances specified in the
Rights Agreement) were, beneficially owned by any Acquiring Person will be
null and void.

     In the event that, at any time following the Stock Acquisition Date,
(i) the Company is acquired in a merger or other business combination
transaction and the Company is not the surviving corporation (other than a
merger described in the preceding paragraph), (ii) any Person consolidates
or merges with the Company and all or part of the Company Common Stock is
converted or exchanged for securities, cash or property of any other Person
or (iii) 50% or more of the Company's assets or earning power is sold or
transferred, each holder of a Right (except Rights which previously have
been voided as described above) shall thereafter have the right to receive,
upon exercise, common stock of the ultimate parent of the Acquiring Person
having a value equal to two times the exercise price of the Right. The
Amendments provide that clauses (i), (ii) and (iii) of this paragraph shall
not apply with respect to the merger of a subsidiary of Teleport
Communications Group Inc. ("TCG") into the Company and the exchange of 
shares of Company Common Stock for Class A Common Stock of TCG pursuant to
a certain Agreement and Plan of Merger dated as of November 26, 1997 by 
and among the Company, TCG and TCG Merger Co., Inc. (the "Merger
Agreement"), provided that the consummation of the merger contemplated by the 
Merger Agreement sahll remain subject to Section 13(c) of the Rights
Agreement.

     The Purchase Price payable, and the number of Units of Preferred Stock
issuable, upon exercise of the Rights are subject to adjustment from time
to time to prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Preferred Stock,
(ii) if holders of the Preferred Stock are granted certain rights or
warrants to subscribe for Preferred Stock or convertible securities at less
than the current market price of the Preferred Stock, or (iii) upon the
distribution to the holders of the Preferred Stock of evidences of
indebtedness, cash or assets (excluding regular quarterly cash dividends)
or of subscription rights or warrants (other than those referred to above).

     With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price.  The Company is not required to issue fractional Units.  In lieu
thereof, an adjustment in cash may be made based on the market price of the
Preferred Stock prior to the date of exercise.

     At any time until ten business days following the Stock Acquisition
Date, a majority of the Company's Board of Directors may redeem the Rights
in whole, but not in part, at a price of $.01 per Right (subject to
adjustment in certain events) (the "Redemption Price"), payable, at the
election of such majority of the Company's Board of Directors, in cash or
shares of Company Common Stock.  Immediately upon the action of a majority
of the Company's Board of Directors ordering the redemption of the Rights,
the Rights will terminate and the only right of the holders of Rights will
be to receive the Redemption Price.

                            Page 3

<PAGE>
     The Board of Directors, at its option, may exchange each Right for
(i) one Unit of Preferred Stock or (ii) such number of Units of Preferred
Stock as will equal (x) the difference between the aggregate market price
of the number of Units of Preferred Stock to be received upon a
Section 11(a)(ii) Event the purchase price set forth in the Rights
Agreement, divided by (y) the market price per Unit of Preferred Stock upon
a Section 11(a)(ii) Event.

     Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.  While the distribution of the
Rights will not be taxable to stockholders or to the Company, stockholders
may, depending upon the circumstances, recognize taxable income in the
event that the Rights become exercisable for Units of Preferred Stock (or
other consideration).

     Any of the provisions of the Rights Agreement may be amended without
the approval of the holders of Company Common Stock at any time prior to
the Distribution Date.  After the Distribution Date, the provisions of the
Rights Agreement may be amended in order to cure any ambiguity, defect or
inconsistency, to make changes which do not adversely affect the interests
of holders of Rights (excluding the interests of any Acquiring Person), or
to shorten or lengthen any time period under the Rights Agreement;
provided, however, that no amendment to adjust the time period governing
redemption shall be made at such time as the Rights are not redeemable.

     The Units of Preferred Stock that may be acquired upon exercise of the
Rights will be nonredeemable and subordinate to any other shares of
preferred stock that may be issued by the Company.

     Each Unit of Preferred Stock will receive ratably any dividend
declared on the Company Common Stock.

     In the event of liquidation, the holder of Preferred Stock will
receive a preferred liquidation payment equal to the greater of $1.00 per
Unit or the per share amount paid in respect of a share of the Company
Common Stock.

     Each Unit of Preferred Stock will have one vote, voting together with
the Company Common Stock.

     In the event of any merger, consolidation or other transaction in
which shares of Company Common Stock are exchanged, each Unit of Preferred
Stock will be entitled to receive the per share amount paid in respect of
each share of Company Common Stock.

     The rights of holders of the Preferred Stock to dividends, liquidation
and voting, and in the event of mergers and consolidations, are protected
by customary antidilution provisions.

     Because of the nature of the Preferred Stock's dividend, liquidation
and voting rights, the economic value of one Unit of Preferred Stock that
may be acquired upon the exercise of


                              Page 4

<PAGE>
each Right is expected to approximate the economic value of one share of
Company Common Stock.

     The Rights have certain anti-takeover effects.  The Rights will cause
substantial dilution to a person or group that attempts to acquire the
Company without conditioning the offer on (i) the Rights being redeemed or
(ii) a substantial number of Rights being acquired.

     Attached hereto as Exhibit 1 and incorporated herein by reference are
a copy of the Rights Agreement, dated as of October 3, 1997, between the
Company and First Union National Bank, as Rights Agent, specifying the
terms of the Rights, and the exhibits thereto, as follows: Exhibit A --
Form of Rights Certificate; Exhibit B -- Summary of Rights to Purchase
Preferred Stock; and Exhibit C -- Certificate of Designation.  
Attached hereto as Exhibit 2 and Exhibit 3, respectively, 
and incorporated herein by reference, is a copy of Amendments to the 
Rights Agreement, dated as of November 6, 1997, and November 26, 1997, 
each of which is between the Company and the Rights Agent.  The foregoing 
description of the Rights does not purport to be complete and is 
qualified in its entirety by reference to the Rights Agreement, 
the Amendments and the exhibits thereto.

ITEM 2.   EXHIBITS.

1.   Form of Rights Agreement, dated as of October 3, 1997, between ACC
     Corp. and First Union National Bank, as Rights Agent, which includes
     as Exhibit A -- Form of Rights Certificate; Exhibit B -- Summary of
     Rights to Purchase Preferred Stock; and Exhibit C -- Certificate of
     Designation (Filed as Exhibit 1 to the Company's Registration
     Statement on Form 8/A filed October 3, 1997).

2.   Amendment to Rights Agreement, dated November 6, 1997 between ACC
     Corp. and First Union National Bank (Filed herewith).

3.   Second Amendment to Rights Agreement, dated as of November 26, 1997
     between ACC Corp. and First Union National Bank (Filed herewith).
                             SIGNATURE


     Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized.

Dated:   December 10, 1997

                                        ACC CORP.


                                        By: /s/ Michael R. Daley
                                        --------------------------
                                            Michael R. Daley
                                         Chief Financial Officer


                               Page 5

<PAGE>
                           EXHIBIT INDEX



Exhibit                                          Sequentially
Number             Exhibit                       Numbered Page
-------------------------------------------------------------------

   1.      Form of Rights Agreement, dated as    Filed as Exhibit
           of October 3, 1997, between ACC       1 to the Company's
           Corp. and First Union National        Registration 
           Bank, as Rights Agent, which          Statement on Form
           includes as Exhibit A -- Form of      8/A, filed on 
           Rights Certificate; Exhibit B --      October 3, 1997
           Summary of Rights to Purchase
           Preferred Stock; and Exhibit C --
           Certificate of Designation.

    2.     Amendment to Rights Agreement          Filed herewith
           dated as of November 6, 1997, 
           between ACC Corp. and First Union 
           National Bank.

    3.     Second Amendment to Rights Agreement   Filed herewith
           dated as of November 26, 1997, 
           between ACC Corp. and First Union
           National Bank.

                                 Page 6


