FRONTIER CORP /NY/
S-3/A, 1995-03-09
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>
<PAGE> 1
           As Filed with the Securities and Exchange Commission
                              on March 9, 1995
                                               File No. 33-57895
    

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
=====================================================================
                          AMENDMENT NO. 1 TO           
                                 FORM S-3
          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
=====================================================================
                           FRONTIER CORPORATION
          (Exact name of registrant as specified in its charter)
- ---------------------------------------------------------------------
              NEW YORK                          16-0613330
     (State or other jurisdiction of          (I.R.S. Employer
      incorporation or organization)        Identification Number)
- ---------------------------------------------------------------------
                          180 South Clinton Avenue
                  Rochester, New York 14646,    (716) 777-1000
       (Address, including zip code, and telephone number, including
          area code, of registrant's principal executive offices)
- ---------------------------------------------------------------------
                          HELEN A. ZAMBONI, ESQ.
                             CORPORATE COUNSEL
                           FRONTIER CORPORATION
              180 SOUTH CLINTON AVENUE, ROCHESTER, NEW YORK 14646
                              (716) 777-6105
         (Name, address, including zip code, and telephone number,
                including area code, of agent for service)
====================================================================
Approximate date of commencement of proposed sale to the public:

     - From time to time after the effective date of this
        registration statement

If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box.   

<PAGE>
<PAGE> 2

     If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box.        


   
    

The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states
that this Registration Statement shall thereafter become effective in
accordance with section 8(a) of the Securities Act of 1933 or until
this Registration Statement shall become effective on such date as
the Commission, acting pursuant to said section 8(a), may determine.

<PAGE>
<PAGE> 3
                           Subject to Completion
             Preliminary Prospectus dated March 9, 1995      
                                PROSPECTUS
                           FRONTIER CORPORATION

                      437,158 Shares of Common Stock
                             ($1.00 Par Value)
- ---------------------------------------------------------------------
     The 437,158 shares (the "Shares") of common stock, $1.00 par
value (the "Common Stock") of Frontier Corporation ("Frontier")
offered hereby are treasury shares which are being offered by
Frontier.  The Common Stock is listed on the New York Stock Exchange
("NYSE") and traded under the symbol "FRO".  The Shares were
reacquired by Frontier from a shareholder ("Frontier Shareholder") on
March 3, 1995 upon its distribution to the Frontier Shareholder of
all of the capital stock of Ontonagon County Telephone Company,
which, prior to such distribution, was a wholly-owned subsidiary of
Frontier.      

     The shares of Common Stock offered hereby have been, or will be
prior to their issuance, listed on the New York Stock Exchange, Inc.
subject to official notice of issuance.  On March   , 1995, the
closing price of the Common Stock on the New York Stock Exchange,
Inc. -- Composite Transactions was $[    ].      

=====================================================================
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

=====================================================================
                     Price to     Underwriting   Proceeds to
                      Public        Discount     Company (1)
                     ------------------------------------------
Per Share            $             $              $             
                      ----------    ----------     -----------
Total                $             $              $             
                      ----------    ----------     -----------
====================================================================
(1) Before deducting expenses payable by Frontier estimated at $    .
                                                                ----
<PAGE>
<PAGE> 4
The Shares are offered subject to receipt and acceptance by the
Underwriter, to prior sale and to the right of the Underwriter to
reject any order in whole or in part and to withdraw, cancel or
modify the offer without notice.  It is expected that delivery of the
Shares will be made at the office of UBS Securities Inc., 299 Park
Avenue, New York, New York, on or about March   , 1995.      
                                              --
    No person has been authorized to give any information or make any
representations not contained in this Prospectus in connection with
the offer contained in this Prospectus, and if given or made, such
information or representations must not be relied upon as having been
authorized by Frontier or the Underwriter.  This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any
securities other than the Shares, nor an offer or solicitation by
anyone in any jurisdiction in which such offer or solicitation is not
authorized or in which the person making such offer or solicitation
is not qualified to do so, or to any person to whom it is unlawful to
make such offer or solicitation. 

                         UBS SECURITIES INC.             

              The date of this Prospectus is March   , 1995.
                                                ---
- --------------------------------------------------------------------
Information contained herein is subject to completion or amendment. 
A registration statement relating to these securities has been filed
with the Securities and Exchange Commission.  These securities may
not be sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective.  This prospectus shall not
constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of these securities in any State in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
State.
<PAGE>
<PAGE> 5

                           AVAILABLE INFORMATION

     Frontier is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
in accordance therewith files reports, proxy statements, and other
information with the Securities and Exchange Commission (the
"Commission").  Such reports, proxy statements and other information
filed by Frontier may be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, or at the following regional offices of the
Commission:  New York Regional Office, 7 World Trade Center, Suite
1300, New York, New York 10048 and Chicago Regional Office, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661.  Copies of these
filings may also be obtained from the Commission at prescribed rates
by writing to the Commission's Public Reference Section, 450 Fifth
Street, N.W., Washington, D.C. 20549.  Such reports, proxy statements
and other information concerning Frontier may also be inspected at
the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005.  The Common Stock is listed and traded on the
New York Stock Exchange and quoted under the symbol "FRO".

     Frontier has filed with the Commission a registration statement
on Form S-3 under the Securities Act of 1933, as amended (the
"Securities Act") with respect to the shares of Common Stock offered
hereby.  This Prospectus does not contain all of the information set
forth in the registration statement, certain parts of which are
omitted in accordance with the rules and regulations of the
Commission.  For further information pertaining to Frontier and the
Common Stock, reference is made to the registration statement,
including the exhibits filed therewith.

              INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     Frontier's Annual Report on Form 10-K for the year ended
December 31, 1993, as amended, and its Quarterly Reports on Form 10-Q
for the quarters ended March 31, 1994, June 30, 1994 and September
30, 1994, as well as its Current Reports on Form 8-K dated January
19, 1994, May 17, 1994, July 1, 1994, July 14, 1994, October 11, 13,
14 and 15, 1994, November 18 and 30, 1994, December 28, 1994, 
<PAGE>
<PAGE> 6

February 13, 22 and 28, 1995, and its Proxy Statement, dated November
18, 1994 for the Special Meeting of Shareowners held on December 19,
1994, and all other reports filed by Frontier pursuant to section
13(a) or 15(d) of the Exchange Act since December 31, 1994, are
hereby incorporated by reference into this Prospectus.     

     All documents filed by Frontier with the Commission pursuant to
sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
hereof and prior to the date of termination of the offering of the
shares described herein shall be deemed to be incorporated by
reference into this Prospectus and to be a part hereof from the date
of filing of such documents.  Any statement contained in a document
incorporated or deemed to be incorporated by reference shall be
deemed to be modified or superseded for purposes of this Prospectus
to the extent that a statement contained herein or in any other
subsequently filed document (which also is or is deemed to be
incorporated by reference) modifies or supersedes such statement. 
Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Prospectus.

     This Prospectus incorporates documents by reference which are
not presented herein or delivered herewith.  Frontier hereby
undertakes to provide without charge to each person to whom this
Prospectus has been delivered, on the written or oral request of such
person, or any beneficial owner, a copy of any or all of the
documents referred to above which have been or may be incorporated
into this Prospectus and deemed to be part hereof, other than
exhibits to such documents, unless such exhibits are specifically
incorporated by reference in such documents.  Such documents are
available upon request from Louis L. Massaro, Corporate Vice
President-Finance, Frontier Corporation, 180 South Clinton Avenue,
Rochester, New York 14646-0700, telephone number (716) 777-1000.  

                                THE COMPANY

     Frontier Corporation, a New York business corporation and the
issuer of the shares of Common Stock covered by this Prospectus, has 
<PAGE>
<PAGE> 7
its principal executive offices at 180 South Clinton Avenue,
Rochester, New York 14646.  Its telephone number is (716) 777-1000.

     Until January 1, 1995, Frontier, then known as Rochester
Telephone Corporation, was a local service telephone operating
company regulated by the New York State Public Service Commission
("NYPSC") which, together with four of its regulated telephone
operating company subsidiaries, provided telephone service within New
York State.  On January 1, 1995, Frontier dropped its local exchange
company business into a wholly-owned subsidiary, Rochester Telephone
Corp., and its certain other regulated businesses into Frontier
Communications of Rochester, Inc., pursuant to a plan (the "Open
Market Plan") approved by the NYPSC and Frontier's shareowners in
December 1994.  For a complete discussion of the reorganization
pursuant to the Open Market Plan, see the Proxy Statement, dated
November 18, 1994 for the Special Meeting of Shareowners held on
December 19, 1994 and Current Report on Form 8-K dated December 28,
1994 incorporated by reference herein.

     In addition, Frontier, either directly or through intervening
subsidiaries, is sole equity owner of five local exchange carriers
("LECs") in Pennsylvania, two LECs in Indiana, one LEC in Michigan,
five LECs in Wisconsin, eight LECs in Illinois, three LECs in
Alabama, two LECs in Georgia, one LEC in Mississippi, one LEC in
Iowa, and one LEC in Minnesota.  The principal area served by
Rochester Telephone Corp. is the City of Rochester and adjacent
areas.  Frontier also owns a number of operating "unregulated"
subsidiaries which are engaged in various telecommunications-related
businesses, including long distance and cellular.  Frontier
Communications International Inc. is Frontier's flagship long
distance company.  Frontier has also announced the pending
acquisitions of WCT Communications, Inc., a long distance company
headquartered in Santa Barbara, California, which serves primarily
markets in California, and American Sharecom, Inc., another long
distance company headquartered in Minneapolis, which serves markets
in the Midwest, California and the Northwest.  See Current Reports on
Form 8-K dated October 11, 1994, October 13, 1994, October 15, 1994,
November 30, 1994, February 22, 1995 and February 28, 1995
incorporated by reference herein. 

<PAGE>
<PAGE> 8
                              USE OF PROCEEDS

     The net proceeds to Frontier from the sale of the Shares in the
offering are estimated to be $[  ] million.     

                               UNDERWRITING

     Subject to the terms and conditions set forth in an underwriting
agreement between UBS Securities Inc. and Frontier (the "Underwriting
Agreement"), Frontier has agreed to sell to UBS Securities Inc. and
UBS Securities Inc. has agreed to purchase from Frontier the Shares.

     In the Underwriting Agreement, UBS Securities Inc. has agreed,
subject to the terms and conditions set forth therein, to purchase
all of the Shares if any such Shares are purchased.  Frontier has
been advised by UBS Securities Inc. that UBS Securities Inc. proposes
initially to offer such shares to the public at the public offering
price set forth on the cover page of this Prospectus, and to certain
dealers at such price less a concession not in excess of $0.[ ] per
share.  UBS Securities Inc. may allow, and such dealers may re-allow,
a concession not in excess of $0.  per share.  After the initial
offering, the public offering price and such concessions may be
changed.

     Frontier has agreed not to offer, sell or contract to sell, or
otherwise dispose of, directly or indirectly, or announce the
offering of, any other shares of Common Stock, or securities
convertible into or exchangeable for shares of Common Stock, except
the Shares for a period of 90 days following the commencement of the
Offering without the prior written consent of UBS Securities Inc.;
provided, however, that Frontier may issue stock options and may
issue and sell Common Stock pursuant to any director or employee
stock option plan, stock ownership plan, or dividend reinvestment
plan of Frontier outstanding on the date of this Prospectus, Frontier
may issue Common Stock issuable upon the conversion of securities or
the exercise of warrants outstanding on the date of this Prospectus,
Frontier may announce the issuance of or issue Common Stock as
payment for the acquisitions of Minnesota Southern Cellular Telephone
<PAGE>
<PAGE> 9
Company and American Sharecom, Inc.; and provided further that
Frontier, with the consent of UBS Securities Inc., may offer, sell or
contract to sell, or otherwise dispose of, directly or indirectly, or
announce the offering of, any other shares of Common Stock or any
securities convertible into, or exchangeable for, shares of Common
Stock in connection with a merger, acquisition or other similar
transaction by Frontier, in which instance the consent of UBS
Securities Inc. shall not be unreasonably withheld.

     The Underwriting Agreement provides that Frontier will indemnify
UBS Securities Inc. against certain liabilities and expenses,
including liabilities under the Securities Act, or contribute to
payments that UBS Securities Inc. may be required to make in respect
thereof.     

     An affiliate of UBS Securities Inc. is a lender under a bank
credit facility with Rochester Telephone Corp., a wholly-owned
subsidiary of Frontier.

                        SECURITIES TO BE REGISTERED

     The securities offered hereby consist of shares of Frontier's
Common Stock, $1.00 par value, currently held in treasury.  Common
Stock of the same class is registered pursuant to section 12(b) of
the Exchange Act.

     Frontier's authorized capitalization presently consists of (i)
300,000,000 shares of Common Stock, par value $1.00 per share, of
which 73,160,833 shares were issued and outstanding at December 31,
1994, (ii) 850,000 shares of Cumulative Preferred Stock ("Cumulative
Preferred Stock"), par value $100.00 per share, issuable in series,
of which, as of December 31, 1994, a total of 200,000 shares,
constituting three series, were issued and outstanding, and 4,000,000
shares of Class A Preferred Stock ("Class A Preferred Stock") which,
when issued, will rank junior to the Cumulative Preferred Stock as to
dividends or distributions and upon the liquidation, dissolution and
winding up of Frontier.  As of January 1, 1995, no shares of Class A
Preferred Stock ($100.00 par value) were issued and outstanding.

<PAGE>
<PAGE> 10
     Dividends may be declared and paid on the Common Stock out of
legally available surplus.  However, no dividends may be paid on the
Common Stock until accrued and unpaid dividends on Frontier's
outstanding series of Cumulative Preferred Stock have been paid or
declared and funds set aside for their payment.

     The holders of the Common Stock have exclusive voting rights of
one vote for each share held, subject to the voting rights of the
outstanding Cumulative Preferred Stock described below.  The holders
of the Common Stock are not entitled to cumulative voting in the
election of directors.

     When four or more quarterly dividends on the Cumulative
Preferred Stock are in arrears, and until such arrearages at full
dividend rates have been paid or declared and set apart for payment,
the holders of the Cumulative Preferred Stock as a class have the
right to elect a majority of the Board of Directors.  In such event,
the holders of the Common Stock have the right to elect only the
remaining directors.

     In addition, the affirmative vote of various proportions of the
Cumulative Preferred Stock is required to (1) increase the authorized
amount of the Cumulative Preferred Stock; (2) create shares having
preferential rights equal or superior to the Cumulative Preferred
Stock; (3) issue any shares of Cumulative Preferred Stock or any
shares having preferential rights equal or superior to the Cumulative
Preferred Stock without compliance with certain requirements as to
earnings; and (4) create, alter or abolish any voting rights or
preferential rights or redemption provisions affecting the Cumulative
Preferred Stock adversely.

     The Board of Directors of Frontier determines the respective
rights of the holders of one or more series of the Class A Preferred
Stock, which might include:  (1) restrictions on dividends on Common
Stock if dividends on the Class A Preferred Stock are in arrears; (2)
dilution of the voting power of the Common Stock; and (3) the holders
of Common Stock not being entitled to share in Frontier's assets upon
liquidation until satisfaction of any liquidation preference granted
to the Class A Preferred Stock.
<PAGE>
<PAGE> 11
     On any liquidation of Frontier, the holders of the Cumulative
Preferred Stock are entitled to their full value per share plus
accumulated dividends.  After satisfaction of outstanding liabilities
and of the preferential liquidation rights of the Cumulative
Preferred Stock, the holders of Frontier Common Stock are entitled to
share ratably in the distribution of all remaining assets.

     Holders of the Common Stock have no preemptive rights to
purchase any stock issued by Frontier, any securities convertible
into such stock, or any rights or options to acquire such stock.

     The outstanding shares of Frontier Common Stock are fully paid
and nonassessable.

     The transfer agent and registrar for the Common Stock is The
First National Bank of Boston, 150 Royall Street, Canton,
Massachusetts 02021.  Reference is made to the INCORPORATION OF
CERTAIN DOCUMENTS BY REFERENCE portion of this Prospectus and to
Exhibits 3(a) and 3(b) referenced in the registration statement on
Form S-3, for a complete description of the Common Stock.

                            INTEREST OF EXPERTS

     The validity of the Common Stock offered hereby by Frontier has
been passed upon for Frontier by Helen A. Zamboni, its Corporate
Counsel.  As of December 31, 1994, Helen A. Zamboni was also the
beneficial owner of 5,824.3105 shares of Frontier Common Stock.

<PAGE>
<PAGE> 12
                                  PART II
                  INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution.

     Frontier will bear no expenses in connection with any sales or
other distributions of the Common Stock other than the expenses of
preparation and distribution of this registration statement and the
Prospectus which forms a part hereof, as well as the broker's fees
set forth above.  Such expenses are estimated, and the Commission's
fee is set forth, as follows:

          Registration fee  .....................  $ 3,420.11
          Legal fees  ...........................  $ 1,000.00
          Accounting fees  ......................  $ 1,000.00
                                                   ----------
          Total Expenses                           $ 5,420.11
                                                   ==========

Item 15.  Indemnification of Directors and Officers.

     The Business Corporation Law of the State of New York ("BCL")
provides that if a derivative action is brought against a director or
officer, Frontier may indemnify him or her against amounts paid in
settlement and reasonable expenses, including attorneys' fees
incurred by him or her in connection with the defense or settlement
of such action, if such director or officer acted in good faith for a
purpose which he or she reasonably believed to be in the best
interests of Frontier, except that no indemnification shall be made
without court approval in respect of a threatened action, or a
pending action settled or otherwise disposed of, or in respect of any
matter as to which such director or officer has been found liable to
Frontier.  In a nonderivative action or threatened action, the BCL
provides that Frontier may indemnify a director or officer against
judgments, fines, amounts paid in settlement and reasonable expenses,
including attorneys' fees incurred by him or her in defending such
action if such director or officer acted in good faith for a purpose
which he or she reasonably believed to be in the best interests of
Frontier.

                                   II-1
<PAGE>
<PAGE> 13
     Under the BCL, a director or officer who is successful, either
in a derivative or nonderivative action, is entitled to
indemnification as outlined above.  Under any other circumstances,
such director or officer may be indemnified only if certain
conditions specified in the BCL are met.  The indemnification
provisions of the BCL are not exclusive of any other rights to which
a director or officer seeking indemnification may be entitled
pursuant to the provisions of the certificate of incorporation or the
bylaws of a corporation or, when authorized by such certificate of
incorporation or the bylaws of a corporation or, when authorized by
such certificate of incorporation or bylaws, pursuant to a
shareholders' resolution, a directors' resolution or an agreement
providing for such indemnification.

     The above is a general summary of certain provisions of the BCL
and is subject, in all cases, to the specific and detailed provisions
of sections 721-725 of the BCL.

     Article II, Section 12, of Frontier's Bylaws contains provisions
authorizing indemnification by Frontier of directors and officers
against certain liabilities and expenses which they may incur as
directors and officers of Frontier or of certain other entities.  

     Section 726 of the BCL also contains provisions authorizing
Frontier to obtain insurance on behalf of any such director and
officer against liabilities, whether or not Frontier would have the
power to indemnify against such liabilities.  Frontier maintains
Executive Liability and Defense coverage under which the directors
and officers of Frontier are insured, subject to the limits of the
policy, against certain losses, as defined in the policy, arising
from claims made against such directors and officers by reason of any
wrongful acts as defined in the policy, in their respective
capacities as directors or officers.





                                   II-2
<PAGE>
<PAGE> 14

Item 16.  List of Exhibits

Exhibit
Number 
   
1-1    - Form of Underwriting Agreement

5-1    - Opinion of Helen A. Zamboni re: legality*

23-1   - Consent of Price Waterhouse, LLP*

23-2   - Consent of Helen A. Zamboni (Included in Exhibit 5)*

24-1   - Powers of Attorney of Directors*

24-2   - Certified Resolutions of Frontier authorizing execution
          by an officer by power of attorney*

   * Previously filed     
Item 17.  Required Undertakings

Frontier hereby undertakes:

   
1.  (a)   For purposes of determining any liability under the
Securities Act the information omitted from the form of prospectus
filed as a part of this Registration Statement in reliance upon Rule
430A and contained in a form of prospectus filed by Frontier pursuant
to Rule 424(b)(1) or (4), or 497(h) under the Securities Act shall be
deemed to be part of this Registration Statement as of the time it
was declared effective.      


                                   II-3
<PAGE>
<PAGE> 15

     (b)  That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.      

2.   That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange
Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof;

3.   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions
referred to in Item 15 of this registration statement, or otherwise, 
the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.



                                   II-4
<PAGE>
<PAGE> 16                       SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
Frontier certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly
caused this Amendment No. 1 Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City
of Rochester, County of Monroe, State of New York, on the 9th day of
March, 1995.      
                                  FRONTIER CORPORATION

                                  By:  /s/Louis L. Massaro
                                      -----------------------------
                                       Louis L. Massaro
                                       Corporate Vice President

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities indicated on the 9th day of March, 1995.      

Signature                        Title

Ronald L. Bittner                President and Chief Executive
     /s/Louis L. Massaro          Officer, Director
By: ------------------------     (Principal Executive Officer)  
     (Louis L. Massaro,
      Attorney-in-Fact)
  /s/Louis L. Massaro            Corporate Vice President - Finance
- ----------------------------     (Principal Financial and
     Louis L. Massaro              Accounting Officer)

Ronald L. Bittner       )
John R. Block           )
Brenda E. Edgerton      )
Jairo A. Estrada        )   Directors
Daniel E. Gill          )
Douglas H. McCorkindale )
Leo J. Thomas, Ph.D.    )

By:  /s/Louis L. Massaro
    ------------------------
    (Louis L. Massaro, Attorney-in-Fact)
                                   II-5
<PAGE>
<PAGE> 17
                               EXHIBIT INDEX

EXHIBIT                       
NUMBER                                       METHOD OF FILING
- -------------------------------------------------------------------
   
1-1       Form of Underwriting Agreement     Filed Herewith

5-1       Opinion of Helen A. Zamboni        Previously Filed
           re: legality

23-1      Consent of Price Waterhouse        Previously Filed

23-2      Consent of Helen A. Zamboni        (Included in Exhibit 5)

24-1      Powers of Attorney of Directors    Previously Filed

24-2      Certified Resolutions of Frontier  Previously Filed 
           authorizing execution by an 
           officer by power of attorney
    
















                                   II-6


<PAGE> 1
                                                  EXHIBIT 1-1
                           Frontier Corporation

                              437,158 Shares
                               Common Stock
                             ($1.00 par value)


                          Underwriting Agreement


                                   New York, New York

                                   March __, 1995

UBS Securities Inc.
299 Park Avenue
New York, New York 10171


Ladies and Gentlemen:

     Frontier Corporation, a New York corporation (the
"Company"), proposes to sell to you 437,158 shares of Common
Stock, $1.00 par value, of the Company (the "Securities").

     1.   REPRESENTATIONS AND WARRANTIES.   The Company
represents and warrants to, and agrees with, you as set forth
below in this Section 1.  Certain terms used in this Section 1
are defined in paragraph (c) hereof.

     (a)  The Company meets the requirements for use of Form S-3
under the Securities Act of 1933, as amended (the "Act"), and has
filed with the Securities and Exchange Commission (the
"Commission") a registration statement (file number 33-57895) on
Form S-3, including a related preliminary prospectus, for the
registration under the Act of the offering and sale of the
Securities.  The Company may have filed one or more amendments
thereto, including the related preliminary prospectus, each of
<PAGE>
<PAGE> 2
which has previously been furnished to you.  The Company will
next file with the Commission either:  (A) prior to effectiveness
of the registration statement file number 33-57895, a further
amendment thereto (including the form of final prospectus) or (B)
a final prospectus in accordance with Rules 430A and 424(b)(1) or
(4).  In the case of clause (B), the Company shall include in
such registration statement, as amended at the Effective Date,
all information (other than Rule 430A Information) required by
the Act and the rules thereunder to be included in the Prospectus
with respect to the Securities and the offering thereof.  As
filed, such amendment and form of final prospectus, or such final
prospectus, shall contain all Rule 430A Information, together
with all other such required information, with respect to the
Securities and the offering thereof and, except to the extent you
shall agree in writing to a modification, shall be in all
substantive respects in the form furnished to you prior to the
Execution Time or, to the extent not completed at the Execution
Time, shall contain only such specific additional information and
other changes (beyond that contained in the latest Preliminary
Prospectus) as the Company has advised you, prior to the
Execution Time, will be included or made therein.

     (b)  On the Effective Date, the Registration Statement did
or will, and when the Prospectus is first filed (if required) in
accordance with Rule 424(b), on the Closing Date (as hereinafter
defined), the Prospectus (and any supplements thereto) will,
comply in all material respects with the applicable requirements
of the Act and the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and the respective rules thereunder; on the
Effective Date, the Registration Statement did not or will not
contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary in
order to make the statements therein not misleading; and on the
Effective Date, the Prospectus, if not filed pursuant to Rule
424(b), did not or will not, and on the date of any filing
pursuant to Rule 424(b), on the Closing Date and on any
settlement date pursuant to Section 3 hereof, the Prospectus
(together with any supplement thereto) will not, include any
untrue statement of a material fact or omit to state a material
<PAGE>
<PAGE> 3
fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not
misleading; PROVIDED, HOWEVER, that the Company makes no
representations or warranties as to the information contained in
or omitted from the Registration Statement or the Prospectus (or
any supplement thereto) in reliance upon and in conformity with
information furnished in writing to the Company by you, in each
case specifically for inclusion in the Registration Statement or
the Prospectus (or any supplement thereto). 

     (c)  The terms which follow, when used in this Agreement,
shall have the meanings indicated.  The term the "Effective Date"
shall mean each date that the registration statement file number
33-57895 and any post-effective amendment or amendments thereto
became or become effective.  "Execution Time" shall mean the date
and time that this Agreement is executed and delivered by the
parties hereto.  "Preliminary Prospectus" shall mean any
preliminary prospectus referred to in paragraph (a) above and any
preliminary prospectus included in the Registration Statement at
the Effective Date that omits Rule 430A Information. 
"Prospectus" shall mean the prospectus relating to the Securities
that is first filed pursuant to Rule 424(b) after the Execution
Time or, if no filing pursuant to Rule 424(b) is required, shall
mean the form of final prospectus relating to the Securities
included in the Registration Statement at the Effective Date. 
"Registration Statement" shall mean the registration statement
referred to in paragraph (a) above, including incorporated
documents, exhibits and financial statements, as amended at the
Execution Time (or, if registration statement file number
33-57895 is not effective at the Execution Time, in the form in
which it shall become effective) and, in the event any
post-effective amendment thereto becomes effective prior to the
Closing Date, shall also mean such registration statement as so
amended.  Such term shall include any Rule 430A Information
deemed to be included therein at the Effective Date as provided
by Rule 430A.  "Rule 424", "Rule 430A" and "Regulation S-K" refer
to such rules or regulation under the Act.  "Rule 430A
Information" means information with respect to the Securities and
the offering thereof permitted to be omitted from the
<PAGE>
<PAGE> 4
Registration Statement when it becomes effective pursuant to Rule
430A.  Any reference herein to the Registration Statement, a
Preliminary Prospectus or the Prospectus shall be deemed to refer
to and include the documents incorporated by reference therein
pursuant to Item 12 of Form S-3 which were filed under the
Exchange Act. 

     2.   PURCHASE AND SALE.  Subject to the terms and conditions
and in reliance upon the representations and warranties herein
set forth, the Company agrees to sell to you and you agree to
purchase from the Company, at a purchase price of $[    ] per
share, the Securities.

     3.   DELIVERY AND PAYMENT.  Delivery of and payment for the
Securities shall be made at 9:00 AM, New York City time, on March
15, 1995, or such later date (not later than March 21, 1995) as
you shall designate (such date and time of delivery and payment
for the Securities being herein called the "Closing Date"). 
Delivery of the Securities shall be made to you against payment
by you of the aggregate purchase price of the Securities to or
upon the order of the Company by certified or official bank check
or checks drawn on or by a New York Clearing House bank or by
intrabank wire or wires at a New York Clearing House bank, in
each case payable in next-day funds.  Delivery of the Securities
shall be made at such location as you shall reasonably designate
at least one business day in advance of the Closing Date and
payment for the Securities shall be made at the office of
[                         ].  Securities shall be registered in
such names and in such denominations you may request not less
than three full business days in advance of the Closing Date.

     The Company agrees to have the Securities available for
inspection, checking and packaging by you in New York, New York,
not later then 1:00 PM on the business day prior to the Closing
Date.

     4.   OFFERING BY YOU.  It is understood that you propose to
offer the Securities for sale to the public as set forth in the
Prospectus.
<PAGE>
<PAGE> 5
     5.   AGREEMENTS.  The Company agrees with you that: 

     (a)  The Company will use its best efforts to cause the
Registration Statement, if not effective at the Execution Time,
and any amendment thereof, to become effective.  Prior to the
termination of the offering of the Securities, the Company will
not file any amendment of the Registration Statement or
supplement to the Prospectus unless the Company has furnished you
a copy for your review prior to filing and will not file any such
proposed amendment or supplement to which you reasonably object. 
Subject to the foregoing sentence, if the Registration Statement
has become or becomes effective pursuant to Rule 430A, or filing
of the Prospectus is otherwise required under Rule 424(b), the
Company will cause the Prospectus, properly completed, and any
supplement thereto to be filed with the Commission pursuant to
the applicable paragraph of Rule 424(b) within the time period
prescribed and will provide evidence satisfactory to you of such
timely filing.  The Company will promptly advise you (A) when the
Registration Statement, if not effective at the Execution Time,
and any amendment thereto, shall have become effective, (B) when
the Prospectus, and any supplement thereto, shall have been filed
(if required) with the Commission pursuant to Rule 424(b), (C)
when, prior to termination of the offering of the Securities, any
amendment to the Registration Statement shall have been filed or
become effective, (D) of any request by the Commission for any
amendment of the Registration Statement or supplement to the
Prospectus or for any additional information, (E) of the issuance
by the Commission of any stop order suspending the effectiveness
of the Registration Statement or the institution or threatening
of any proceeding for that purpose and (F) of the receipt by the
Company of any notification with respect to the suspension of the
qualification of the Securities for sale in any jurisdiction or
the initiation or threatening of any proceeding for such purpose. 
The Company will use its best efforts to prevent the issuance of
any such stop order and, if issued, to obtain as soon as possible
the withdrawal thereof.

     (b)  If, at any time when a prospectus relating to the
Securities is required to be delivered under the Act, any event
<PAGE>
<PAGE> 6
occurs as a result of which the Prospectus as then supplemented
would include any untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein
in light of the circumstances under which they were made not
misleading, or if it shall be necessary to amend the Registration
Statement or supplement the Prospectus to comply with the Act or
the Exchange Act or the respective rules thereunder, the Company
promptly will prepare and file with the Commission, subject to
the second sentence of subparagraph (a) of this Section 5, an
amendment or supplement which will correct such statement or
omission or an amendment or supplement which will effect such
compliance.

     (c)  As soon as practicable, the Company will make generally
available to its security holders and to you an earnings
statement or statements of the Company and its subsidiaries which
will satisfy the provisions of Section 11(a) of the Act and Rule
158 under the Act.

     (d)  The Company will furnish to you, without charge, copies
of the Registration Statement (including exhibits thereto)
certified as true, complete and correct by two senior officers
(including a senior financial officer) of the Company and, so
long as delivery of a prospectus by an Underwriter or a dealer
may be required by the Act, as many copies of each Preliminary
Prospectus and the Prospectus and any supplement thereto as you
may reasonably request.  The Company will pay the expenses of
printing or other production of all documents relating to the
offering.

     (e)  The Company, in cooperation with your counsel, will
arrange for the qualification of the Securities for sale under
the laws of such jurisdictions as you may designate and will
maintain such qualifications in effect so long as required for
the distribution of the Securities; PROVIDED, HOWEVER, that the
Company shall not be required to qualify to do business in any
jurisdiction in which it is not now so qualified or to take any
action that would subject it to general or unlimited service of
process in any jurisdiction where it is not now so subject.
<PAGE>
<PAGE> 7
     (f)  The Company will not, for a period of 90 days following
the Execution Time, without your prior written consent, offer,
sell or contract to sell, or otherwise dispose of, directly or
indirectly, or announce the offering of, any other shares of
Common Stock or any securities convertible into, or exchangeable
for, shares of Common Stock; provided, however, that the Company
(A) may issue stock options and sell Common Stock pursuant to any
employee or director stock option plan, stock ownership plan or
dividend reinvestment plan of the Company in effect at the
Execution Time, (B) may issue Common Stock issuable upon the
conversion of securities or the exercise of warrants outstanding
at the Execution Time, and (C) may issue Common Stock in
connection with the Company's acquisition of Minnesota Southern
Cellular Telephone Company and American Sharecom, Inc. as
described in the Prospectus (including the documents incorporated
therein by reference); and PROVIDED FURTHER, that the Company,
with your consent, may offer, sell or contract to sell, or
otherwise dispose of, directly or indirectly, or announce the
offering of, any other shares of Common Stock or any securities
convertible into, or exchangeable for, shares of Common Stock in
connection with a merger, acquisition or other similar
transaction by the Company, in which instance your consent shall
not be unreasonably withheld.

     6.   CONDITIONS TO YOUR OBLIGATIONS.  Your obligation to
purchase the Securities shall be subject to the accuracy of the
representations and warranties on the part of the Company
contained herein as of the Execution Time, the Closing Date and
each settlement date pursuant to Section 3 hereof, to the
accuracy of the statements of the Company made in any
certificates pursuant to the provisions hereof, to the
performance by the Company of its obligations hereunder and to
the following additional conditions:

     (a)  If the Registration Statement has not become effective
prior to the Execution Time, unless you agree in writing to a
later time, the Registration Statement will become effective not
later than (i) 6:00 PM New York City time, on the date of
determination of the public offering price, if such determination
<PAGE>
<PAGE> 8
occurred at or prior to 3:00 PM New York City time on such date
or (ii) 12:00 Noon on the business day following the day on which
the public offering price was determined, if such determination
occurred after 3:00 PM New York City time on such date; if filing
of the Prospectus, or any supplement thereto, is required
pursuant to the applicable paragraph of Rule 424(b), the
Prospectus, and any such supplement, will be filed in the manner
and within the time period required by Rule 424(b); and no stop
order suspending the effectiveness of the Registration Statement
shall have been issued and no proceedings for that purpose shall
have been instituted or threatened.

     (b)  The Company shall have furnished to you the opinion of
Helen A. Zamboni, Corporate Counsel of the Company, dated the
Closing Date, to the effect that:

     (i)  each of the Company and its subsidiaries listed on
     Schedule I hereto (individually a "Subsidiary" and
     collectively the "Subsidiaries") has been duly incorporated
     and is validly existing as a corporation in good standing
     under the laws of the jurisdiction in which it is chartered
     or organized, and each of the joint ventures denominated as
     Upstate Cellular Network, Rochester Telephone Mobile
     Communications, Anixter-Rotelcom and the Utica-Rome Cellular
     Partnership has been duly organized and is validly existing,
     in each case with full power and authority to own, lease and
     operate its properties and conduct its business as described
     in the Prospectus, and the Company and each of the
     Subsidiaries is duly qualified to do business as a foreign
     corporation and is in good standing under the laws of each
     jurisdiction which requires such qualification wherein it
     owns or leases material properties or conducts material
     business, except where the failure to be so qualified and in
     good standing would not have a material adverse effect on
     the business, financial condition or results of operations
     of the Company and its subsidiaries taken as a whole;

<PAGE>
<PAGE> 9
     (ii)  all the outstanding shares of capital stock of each
     Subsidiary have been duly and validly authorized and issued
     and are fully paid and nonassessable, and are owned by the
     Company either directly or through wholly-owned subsidiaries
     free and clear of any perfected security interest and, to
     the knowledge of such counsel, after due inquiry, any other
     security interests, claims, liens or encumbrances other than
     security interests, claims, liens or encumbrances which
     would not, taken in the aggregate, have a material adverse
     effect on the business, financial condition or results of
     operations of the Company and its subsidiaries taken as a
     whole;

     (iii)  the Company's authorized equity capitalization is as
     set forth in the Prospectus; the capital stock of the
     Company conforms to the description thereof contained in the
     Prospectus; the outstanding shares of Common Stock have been
     duly and validly authorized and issued and are fully paid
     and nonassessable; the Securities have been duly and validly
     authorized, and, when issued and delivered to and paid for
     by you pursuant to this Agreement, will be fully paid and
     nonassessable; the Securities are duly authorized for
     listing, subject to official notice of issuance, on the New
     York Stock Exchange; the certificates for the Securities are
     in valid and sufficient form; and the holders of outstanding
     shares of capital stock of the Company are not entitled to
     preemptive or other similar rights to subscribe for the
     Securities;

     (iv) to the best knowledge of such counsel, there is no
     pending or threatened action, suit or proceeding before any
     court or governmental agency, authority or body or any
     arbitrator involving the Company or any of its subsidiaries,
     joint ventures or partnerships of a character required to be
     disclosed in the Registration Statement which is not
     disclosed in the Prospectus as required, and there is no
     franchise, contract or other document of a character
     required to be described in the Registration Statement or
     the Prospectus, or to be filed as an exhibit, which is not
<PAGE>
<PAGE> 10
     described or filed as required; and the statements in the
     Company's Report on Form 8-K dated February 13, 1995 under
     the heading "Regulatory Matters" are the same in all
     material respects as the statements which will be made in
     the Company's Annual Report on Form 10-K for the year ended
     December 31, 1994 under the heading "Regulatory Matters" and
     such statements fairly summarize the matters therein
     described;

     (v)  the Registration Statement has become effective under
     the Act; any required filing of the Prospectus, and any
     supplements thereto, pursuant to Rule 424(b) has been made
     in the manner and within the time required by Rule 424(b);
     to the best knowledge of such counsel, no stop order
     suspending the effectiveness of the Registration Statement
     has been issued, no proceedings for that purpose have been
     instituted or threatened and the Registration Statement, at
     the time it or any post-effective amendment thereto was
     declared effective, and the Prospectus, as of its date,
     complied as to form in all material respects with the
     applicable requirements of the Act and the rules and
     regulations thereunder and the documents incorporated by
     reference therein (as any such documents may have been
     amended), at the time such documents were filed, complied in
     all material respects with the requirements of the Exchange
     Act and the rules and regulations thereunder (in each case,
     other than the financial statements and other financial and
     statistical information contained therein as to which such
     counsel need express no opinion);

     (vi) this Agreement has been duly authorized, executed and
     delivered by the Company;

     (vii)  no consent, approval, authorization or order of any
     New York or Federal or, to the best of such counsel's
     knowledge, other court or governmental agency or body is
     required for the consummation of the transactions
     contemplated herein, except such as have been obtained under
     the Act and such as may be required under the blue sky laws
<PAGE>
<PAGE> 11
     of any jurisdiction in connection with the purchase and
     distribution of the Securities and such other approvals
     (specified in such opinion) as have been obtained;

     (viii)  neither the issue and sale of the Securities, nor
     the consummation of any other of the transactions herein
     contemplated nor the fulfillment of the terms hereof will
     conflict with, result in a breach or violation of, or
     constitute a default under any law or the charter or by-laws
     of the Company or the terms of any indenture or other
     material agreement or instrument known to such counsel and
     to which the Company or any of its subsidiaries, joint
     ventures or partnerships is a party or bound, or any
     judgment, order or decree known to the actual knowledge of
     such counsel to be applicable to the Company or any of its
     subsidiaries, joint ventures or partnerships of any court,
     regulatory body, administrative agency, governmental body or
     arbitrator having jurisdiction over the Company or any of
     its subsidiaries, joint ventures or partnerships; and

     (ix)  no holders of securities of the Company have rights to
     the registration of such securities under the Registration
     Statement.

     In addition, such counsel shall state that such counsel has
participated in conferences with officers and other
representatives of the Company, representatives of the
independent public accountants for the Company and your
representatives at which the contents of the Registration
Statement and Prospectus and related matters were discussed and,
although such counsel is not passing upon and does not assume any
responsibility for the accuracy, completeness or fairness of the
statements contained in the Registration Statement and Prospectus
(except as explicitly set forth in clause (iv) of this Section
6(b)), on the basis of the foregoing, no information came to such
counsel's attention that caused such counsel to believe that the
Registration Statement (as amended at the Closing Date, if
applicable), at the time such Registration Statement or any
post-effective amendment became effective, contained an untrue
<PAGE>
<PAGE> 12
statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading (other than information omitted therefrom
in reliance on Rule 430A under the Act), or that the Prospectus
(as amended or supplemented), as of its date and the Closing
Date, contained an untrue statement of a material fact or omitted
to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which
they were made, not misleading.  Such counsel may state that
because the primary purpose of such counsel's professional
engagement was not to establish or confirm factual matters or
financial, accounting or statistical matters and because of the
wholly or partially nonlegal character of many of the statements
contained in the Registration Statement and the Prospectus, such
counsel is not passing upon and does not assume any
responsibility for the accuracy, completeness or fairness of the
statements contained in the Registration Statement or the
Prospectus and such counsel makes no representation that such
counsel has independently verified the accuracy, completeness or
fairness of such statements.  Without limiting the foregoing,
such counsel may further state that such counsel assumes no
responsibility for, and has not independently verified, the
accuracy, completeness or fairness of the financial statements
and schedules and other financial and statistical data included
in the Registration Statement, and such counsel has not examined
the accounting, financial or statistical records from which such
financial statements, schedules and data are derived. Such
counsel may note that while certain portions of the Registration
Statement (including financial statements and schedules) have
been included therein on the authority of "experts" within the
meaning of the Act, such counsel is not an expert with respect to
any portion of the Registration Statement, including without
limitation such financial statements or schedules or the other
financial or statistical data included therein.

     In rendering such opinion, such counsel may rely (A) as to
matters involving the application of laws of any jurisdiction
other than the State of New York or the United States, to the
extent such counsel deems proper and specifies in such opinion,
<PAGE>
<PAGE> 13
upon the opinion of other counsel of good standing whom such
counsel believes to be reliable and who are satisfactory to you
and (B) as to matters of fact, to the extent such counsel deems
proper, on certificates of responsible officers of the Company
and public officials.  References to the Prospectus in this
paragraph (b) include any supplements thereto at the Closing
Date.

     (c)  The Company shall have furnished to you a certificate
of the Company, signed by the Chairman of the Board or the
President and the principal financial or accounting officer of
the Company, dated the Closing Date, to the effect that the
signers of such certificate have carefully examined the
Registration Statement, the Prospectus, any supplement to the
Prospectus and this Agreement and that:

     (i)  the representations and warranties of the Company in
     this Agreement are true and correct in all material respects
     on and as of the Closing Date with the same effect as if
     made on the Closing Date and the Company has complied with
     all the agreements and satisfied all the conditions on its
     part to be performed or satisfied at or prior to the Closing
     Date;

     (ii) no stop order suspending the effectiveness of the
     Registration Statement has been issued and no proceedings
     for that purpose have been instituted or, to such officers'
     knowledge, threatened; and

     (iii)  since the date of the most recent financial
     statements included in the Prospectus (exclusive of any
     supplement thereto), there has been no material adverse
     change in the condition (financial or other), earnings,
     business or properties of the Company and its subsidiaries,
     whether or not arising from transactions in the ordinary
     course of business, except as set forth in or contemplated
     in the Prospectus (exclusive of any supplement thereto).

<PAGE>
<PAGE> 14
     (d)  At the Execution Time and at the Closing Date, Price
Waterhouse shall have furnished to you a letter or letters, dated
respectively as of the Execution Time and as of the Closing Date,
in form and substance satisfactory to you, confirming that they
are independent certified public accountants within the meaning
of the Act and the applicable published rules and regulations
thereunder and stating in effect that:

     (i)  in their opinion the audited consolidated financial
     statements and financial statement schedules included or
     incorporated in the Registration Statement and the
     Prospectus and reported on by them comply as to form in all
     material respects with the applicable accounting
     requirements of the Act or the Exchange Act, as applicable,
     and the related published rules and regulations thereunder;

     (ii) they have (a) read the unaudited consolidated financial
     statements of the Company and its subsidiaries for January
     and February of both 1995 and 1994; (b) read the 1995
     minutes of the meetings of the stockholders, directors,
     management and compensation and audit committees of the
     Company and its subsidiaries as set forth in the minute
     books as of a date not more than five days prior to the date
     of delivery of such letter; and (c) made inquiries of
     certain officials of the Company who have responsibility for
     financial and accounting matters of the Company and its
     subsidiaries as to transactions and events subsequent to
     December 31, 1994 and as to whether such unaudited financial
     statements are in conformity with generally accepted
     accounting principles applied on a basis substantially
     consistent with that of the audited consolidated financial
     statements of the Company incorporated by reference in the
     Registration Statement and the Prospectus and comply as to
     form in all material respects with the applicable accounting
     requirements of the Act and the related published rules and
     regulations of the Commission.  Price Waterhouse shall state
     that on the basis of the foregoing, nothing came to their
     attention that caused them to believe that:

<PAGE>
<PAGE> 15
               (1)  with respect to the two-month period
          subsequent to December 31, 1994, there were any changes
          in the capital stock or current liabilities of the
          Company, increases in the long-term debt of the Company
          and its subsidiaries or any decreases in consolidated
          net current assets or shareowners' equity as compared
          with the amounts shown on the December 31, 1994
          consolidated balance sheet included or incorporated in
          the Registration Statement and the Prospectus, or for
          the period from January 1, 1995 to February 28, 1995
          there were any decreases, as compared with the
          corresponding period in the preceding year, in
          consolidated net revenues or in total or per-share
          amounts of income before extraordinary items or of net
          income of the Company and its subsidiaries, except in
          all instances for changes or decreases set forth in
          such letter, in which case the letter shall be
          accompanied by an explanation by the Company as to the
          significance thereof unless said explanation is not
          deemed necessary by you;

               (2)  at a date not more than five days prior to
          the delivery of such letter, there were any changes in
          the capital stock or current liabilities of the
          Company, increases in the long-term debt of the Company
          and its subsidiaries or any decreases in consolidated
          net current assets or shareowners' equity as compared
          with the amounts shown on the December 31, 1994
          consolidated balance sheet included or incorporated in
          the Registration Statement and the Prospectus, or for
          the period from January 1, 1995 to a date not more than
          five days prior to the delivery of such letter there
          were any decreases, as compared with the corresponding
          period in the preceding year, in consolidated net
          revenues or in total or per-share amounts of income
          before extraordinary items or of net income of the
          Company and its subsidiaries, except in all instances
          for changes or decreases set forth in such letter, in
          which case the letter shall be accompanied by an
          explanation by the Company as to the significance
<PAGE>
<PAGE> 16
          thereof unless said explanation is not deemed necessary
          by you; and

     (iii)  they have performed certain other specified
     procedures as a result of which they determined that certain
     information of an accounting, financial or statistical
     nature (which is limited to accounting, financial or
     statistical information derived from the general accounting
     records of the Company and its subsidiaries) set forth and
     incorporated in the Registration Statement and the
     Prospectus, agrees with the accounting records of the
     Company and its subsidiaries, excluding any questions of
     legal interpretation.

     References to the Prospectus in this paragraph (iii) include
any supplement thereto at the date of the letter.

     (e)  Subsequent to the Execution Time or, if earlier, the
dates as of which information is given in the Registration
Statement (exclusive of any amendment thereof) and the Prospectus
(exclusive of any supplement thereto), there shall not have been
(i) any change, increase or decrease specified in the letter or
letters referred to in paragraph (d)(ii) of this Section 6 or
(ii) any change, or development involving a prospective change,
in or affecting the business or properties of the Company and its
subsidiaries taken as a whole the effect of which, in any case
referred to in clause (i) or (ii) above, is, in your judgment, so
material and adverse as to make it impractical or inadvisable to
proceed with the offering or delivery of the Securities as
contemplated by the Registration Statement (exclusive of any
amendment thereof) and the Prospectus (exclusive of any
supplement thereto).

     (f)  Subsequent to the Execution Time, there shall not have
been any decrease in the rating of any of the Company's debt
securities by a "nationally recognized statistical rating
organization" (as defined for purposes of Rule 436(g) under the
Act) or any notice given of any intended or potential decrease in
any such rating or of a possible change in any such rating that
<PAGE>
<PAGE> 17
does not indicate the direction of the possible change.

     (g)  Prior to the Closing Date, the Company shall have
furnished to you such further information, certificates and
documents as you may reasonably request.

     If any of the conditions specified in this Section 6 shall
not have been fulfilled in all material respects when and as
provided in this Agreement, or if any of the opinions and
certificates mentioned above or elsewhere in this Agreement shall
not be in all material respects reasonably satisfactory in form
and substance to you, this Agreement and all of your obligations
hereunder may be canceled at, or at any time prior to, the
Closing Date by you.  Notice of such cancellation shall be given
to the Company in writing or by telephone or telegraph confirmed
in writing.

     7.   REIMBURSEMENT OF YOUR EXPENSES.  If the sale of the
Securities provided for herein is not consummated because any
condition to your obligation set forth in Section 6 hereof which
is required to be satisfied is not satisfied, because of any
termination pursuant to Section 9 hereof or because of any
refusal, inability or failure on the part of the Company to
perform any agreement herein or comply with any provision hereof
other then by reason of a default by you, the Company will
reimburse you upon demand for all out-of-pocket expenses
(including reasonable fees and disbursements of counsel) that
shall have been incurred by you in connection with the proposed
purchase and sale of the Securities.

     8.   INDEMNIFICATION AND CONTRIBUTION.  (a)  The Company
agrees to indemnify and hold harmless UBS Securities Inc., the
directors, officers, employees and agents of UBS Securities Inc.
and each person who controls UBS Securities Inc., against any and
all losses, claims, damages or liabilities, joint or several, to
which they or any of them may become subject under the Act, the
Exchange Act or other Federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof)
<PAGE>
<PAGE> 18
arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in the registration
statement for the registration of the Securities as originally
filed or in any amendment thereof, or in any Preliminary
Prospectus or the Prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading, and agrees to reimburse each such
indemnified party, as incurred, for any legal or other expenses
reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action;
PROVIDED, HOWEVER, that the Company will not be liable in any
such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged
omission made therein in reliance upon and in conformity with
written information furnished to the Company by you specifically
for inclusion therein.  This indemnity agreement will be in
addition to any liability which the Company may otherwise have.

     (b)  UBS Securities Inc. agrees to indemnify and hold
harmless the Company, each of the Company's directors, each of
the Company's officers who signs the Registration Statement, and
each person who controls the Company, within the meaning of
either the Act or the Exchange Act, to the same extent as the
foregoing indemnity from the Company to UBS Securities Inc., but
only with reference to written information relating to UBS
Securities Inc. furnished to the Company by UBS Securities Inc.
specifically for inclusion in the documents referred to in the
foregoing indemnity.  This indemnity agreement will be in
addition to any liability which UBS Securities Inc. may otherwise
have.  The Company acknowledges that the statements set forth in
the first paragraph of the cover page and under the heading
"Underwriting" in any Preliminary Prospectus and the Prospectus
constitute the only information furnished in writing by or on
behalf of UBS Securities Inc. for inclusion in any Preliminary
Prospectus or the Prospectus, and UBS Securities Inc. confirms
that such statements are correct.
<PAGE>
<PAGE> 19
     (c)  Promptly after receipt by an indemnified party under
this Section 8 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be
made against the indemnifying party under this Section 8, notify
the indemnifying party in writing of the commencement thereof;
but the failure so to notify the indemnifying party (i) will not
relieve it from liability under paragraph (a) or (b) above unless
and to the extent it did not otherwise learn of such action and
such failure results in the forfeiture by the indemnifying party
of substantial rights and defenses and (ii) will not, in any
event, relieve the indemnifying party from any obligations to any
indemnified party other than the indemnification obligation
provided in paragraph (a) or (b) above.  The indemnifying party
shall be entitled to appoint counsel of the indemnifying party's
choice at the indemnifying party's expense to represent the
indemnified party in any action for which indemnification is
sought (in which case the indemnifying party shall not thereafter
be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set forth
below); PROVIDED, HOWEVER, that such counsel shall be
satisfactory to the indemnified party. Notwithstanding the
indemnifying party's election to appoint counsel to represent the
indemnified party in an action, the indemnified party shall have
the right to employ separate counsel (including local counsel),
and the indemnifying party shall bear the reasonable fees, costs
and expenses of such separate counsel if (i) the use of counsel
chosen by the indemnifying party to represent the indemnified
party would present such counsel with a conflict of interest,
(ii) the actual or potential defendants in, or targets of, any
such action include both the indemnified party and the
indemnifying party and the indemnified party shall have
reasonably concluded that there may be legal defenses available
to it and/or other indemnified parties which are different from
or additional to those available to the indemnifying party,
(iii) the indemnifying party shall not have employed counsel
satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of the
institution of such action or (iv) the indemnifying party shall
authorize the indemnified party to employ separate counsel at the
<PAGE>
<PAGE> 20
expense of the indemnifying party.  An indemnifying party will
not, without the prior written consent of the indemnified
parties, settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action,
suit or proceeding in respect of which indemnification or
contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim
or action) unless such settlement, compromise or consent includes
an unconditional release of each indemnified party from all
liability arising out of such claim, action, suit or proceeding.

     (d)  In the event that the indemnity provided in paragraph
(a) or (b) of this Section 8 is unavailable or insufficient to
hold harmless an indemnified party for any reason, the Company
and UBS Securities Inc. agree to contribute to the aggregate
losses, claims, damages and liabilities (including legal or other
expenses reasonably incurred in connection with investigating or
defending same) (collectively "Losses") to which the Company and
UBS Securities Inc. may be subject in such proportion as is
appropriate to reflect the relative benefits received by the
Company and by UBS Securities Inc. from the offering of the
Securities; PROVIDED, HOWEVER, that in no case shall UBS
Securities Inc. be responsible for any amount in excess of the
underwriting discount or commission applicable to the Securities
purchased by UBS Securities Inc. hereunder.  If the allocation
provided by the immediately preceding sentence is unavailable for
any reason, the Company and UBS Securities Inc. shall contribute
in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company and
of UBS Securities Inc. in connection with the statements or
omissions which resulted in such Losses as well as any other
relevant equitable considerations.  Benefits received by the
Company shall be deemed to be equal to the total net proceeds
from the offering (before deducting expenses) received by it, and
benefits received by UBS Securities Inc. shall be deemed to be
equal to the total underwriting discounts and commissions, in
each case as set forth on the cover page of the Prospectus. 
Relative fault shall be determined by reference to whether any
alleged untrue statement or omission relates to information
<PAGE>
<PAGE> 21
provided by the Company or by UBS Securities Inc.  The Company
and UBS Securities Inc. agree that it would not be just and
equitable if contribution were determined by pro rata allocation
or any other method of allocation which does not take account of
the equitable considerations referred to above.  Notwithstanding
the provisions of this paragraph (d), no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f)
of the Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation.  For
purposes of this Section 8, each person who controls UBS
Securities Inc. within the meaning of either the Act or the
Exchange Act and each director, officer, employee and agent of
UBS Securities Inc. shall have the same rights to contribution as
UBS Securities Inc., and each person who controls the Company
within the meaning of either the Act or the Exchange Act, each
officer of the Company who shall have signed the Registration
Statement and each director of the Company shall have the same
rights to contribution as the Company, subject in each case to
the applicable terms and conditions of this paragraph (d).

     9.   TERMINATION.  This Agreement shall be subject to
termination in the absolute discretion of UBS Securities Inc., by
notice given to the Company prior to delivery of and payment for
the Securities, if prior to such time (i) trading in the
Company's Common Stock shall have been suspended by the
Commission or the New York Stock Exchange or trading in
securities generally on the New York Stock Exchange shall have
been suspended or limited or minimum prices shall have been
established on such Exchange, (ii) a banking moratorium shall
have been declared either by Federal or New York State
authorities or (iii) there shall have occurred any outbreak or
escalation of hostilities, declaration by the United States of a
national emergency or war or other material event or development
the effect of which on financial markets, the Company or the
Securities is such as to make it, in your judgment, impracticable
or inadvisable to proceed with the offering or delivery of the
Securities as contemplated by the Prospectus (exclusive of any
supplement thereto).

<PAGE>
<PAGE> 22
     10.  REPRESENTATIONS AND INDEMNITIES TO SURVIVE.  The
respective agreements, representations, warranties, indemnities
and other statements of the Company or its officers, and of UBS
Securities Inc. set forth in or made pursuant to this Agreement
will remain in full force and effect, regardless of any
investigation made by or on behalf of UBS Securities Inc., the
Company or any of the officers, directors or controlling persons
referred to in Section 8 hereof, and will survive delivery of and
payment for the Securities.  The provisions of Sections 7 and 8
hereof shall survive the termination or cancellation of this
Agreement.

     11.  NOTICES.  All communications hereunder will be in
writing and effective only on receipt, and, if sent to UBS
Securities Inc., will be mailed, delivered or telegraphed and
confirmed to UBS Securities Inc., 299 Park Avenue, New York, New
York 10171, attention of Robert Dinerstein; or, if sent to the
Company, will be mailed, delivered or telegraphed and confirmed
to it at Frontier Corporation, 180 South Clinton Avenue,
Rochester, New York 14646-0700, attention of Helen A. Zamboni.

     12.  SUCCESSORS.  This Agreement will inure to the benefit
of and be binding upon the parties hereto and their respective
successors and the officers, directors and controlling persons
referred to in Section 8 hereof, and no other person will have
any right or obligation hereunder.

     13.  APPLICABLE LAW.  This Agreement will be governed by and
construed in accordance with the laws of the State of New York.

     14.  BUSINESS DAY.  For purposes of this Agreement,
"business day" means any day on which the New York Stock Exchange
is open for trading.

     15.  COUNTERPARTS.  This Agreement may be signed in any
number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon
the same instrument.

<PAGE>
<PAGE> 23
     If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed
duplicate hereof, whereupon this letter and your acceptance shall
represent a binding agreement between the Company and UBS
Securities Inc.

                         Very truly yours,

                         Frontier Corporation


                         By:
                            --------------------------
                            Name: Louis L. Massaro
                            Title: Corporate Vice President


The foregoing Agreement is hereby 
confirmed and accepted as of the 
date first above written.

UBS Securities Inc.


By:
     -------------------------------
     Name: Donald M. Gray
     Title: Managing Director


     -------------------------------
     Name: David M. Lefever
     Title: Vice President
<PAGE>
<PAGE> 24
                                SCHEDULE I


                               Subsidiaries


Frontier Communications of Michigan, Inc.
Frontier Communications of Pennsylvania, Inc.
Frontier Communications of New York, Inc.
Frontier Communications of Alabama, Inc.
Frontier Communications International Inc.
Frontier Communications of New England, Inc.
Frontier Cellular Holding Inc.
Rochester Telephone Mobile Communications, Inc.
Frontier Subsidiary Telco Inc.
Frontier Telecommunications Inc.
Frontier Telecommunications Holding Inc.
Frontier Network Systems Inc.
Frontier Communications of the South, Inc.
Frontier Communications of Georgia, Inc.
Frontier Communications of Sylvan Lake, Inc.
Frontier Communications of Wisconsin, Inc.
Frontier Communications of Minnesota, Inc.
Frontier Communications of Iowa, Inc.
Rochester Telephone Corp.
Frontier Communications of Rochester, Inc.
Frontier Information Technologies Inc.




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