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                                                                   EXHIBIT 99.2
 
                                 US WATS, INC.
                     111 PRESIDENTIAL BOULEVARD, SUITE 114
                        BALA CYNWYD, PENNSYLVANIA 19004
 
             PROXY--Special Meeting of Shareholders--      , 1998
 
         THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
 
  The undersigned hereby appoints Aaron R. Brown and Stephen J. Parker as
proxies, each with the power to appoint his substitute, and hereby authorizes
them, and each of them acting alone, to represent and to vote, as designated
below, all the Common Stock of US WATS, Inc. held of record by the undersigned
on the close of business on       , 1998 at the Special Meeting of
Shareholders to be held on       , 1998 or at any adjournment thereof.
 
1. PROPOSAL TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF MERGER BY AND AMONG
   ACC CORP., A DELAWARE CORPORATION, ACC ACQUISITION-BLUE CORP., A DELAWARE
   CORPORATION AND US WATS, INC., AND APPROVAL OF THE MERGER OF ACC
   ACQUISITION-BLUE CORP. WITH AND INTO US WATS, INC. AND ALL TRANSACTIONS
   RELATED THERETO.
 
            FOR [_]  AGAINST [_]  ABSTAIN [_]
 
2. PROPOSAL TO AUTHORIZE THE ADJOURNMENT OF THE MEETING TO ALLOW FOR
   COLLECTION OF ADDITIONAL SHAREHOLDER VOTES TO OBTAIN A QUORUM OR IN ORDER
   TO OBTAIN MORE VOTES IN FAVOR OF THE AGREEMENT AND PLAN OF MERGER AND THE
   MERGER, IF NECESSARY.
 
            FOR [_]  AGAINST [_]  ABSTAIN [_]
 
  IN THEIR DISCRETION, THE PROXIES, AND EACH OF THEM ACTING ALONE, ARE HEREBY
AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT.
 
  THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED IN FAVOR OF PROPOSAL NO. 1 AND NO . 2 AND IN ACCORDANCE WITH THE
PROXY'S BEST JUDGMENT UPON OTHER MATTERS PROPERLY COMING BEFORE THE MEETING
AND ANY ADJOURNMENTS THEREOF.
 
  When shares are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full title
as such. If a corporation, please sign in full corporate name by President or
other authorized officer. If a partnership, please sign in partnership name by
authorized person.
 
                                     PLEASE MARK, SIGN, DATE AND RETURN THIS
                                     PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
 
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                                     Name(s) (Please Print)
 
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                                     Signature
 
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                                     Signature, if held jointly
 
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                                     Date
