FRONTIER CORP /NY/, S-3/A, 1996-01-26

FRONTIER CORP /NY/
S-3/A, 1996-01-26
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)

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<PAGE> 1

As filed with the Securities and Exchange Commission on January 26, 1996

Registration No. 33-64307
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 2 TO FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

FRONTIER CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS GOVERNING INSTRUMENT)

NEW YORK 16-0613330
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
---------------

HELEN A. ZAMBONI, ESQ.
CORPORATE COUNSEL
180 SOUTH CLINTON AVENUE
ROCHESTER, NEW YORK 14646-0700
(716) 777-1000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)

Copies of all correspondence to:

JEFFREY L. FORMAN, ESQ.
JAFFE, RAITT, HEUER & WEISS, P.C.
ONE WOODWARD AVENUE
SUITE 2400
DETROIT, MICHIGAN 48226

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this Registration Statement as
determined by market conditions.

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

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, please check the following box. __X__

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. _____
<PAGE> 2

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. ______

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. ______
_______________

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Amount of
Title of Each Class of Securities Aggregate Offering Registration Fee(1)
Price
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------
Debt Securities, Class A Preferred Stock, $100.00 par value, $500,000,000 $172,413.79
Cumulative Preferred Stock, $100.00 par value, Common Stock,
$1.00 par value(2), and Securities Warrants
</TABLE>
(1) Paid with original filing.

(2) Common Stock may be issued on a primary basis or upon exercise of the
Securities Warrants.
__________________________________
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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE> 3
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities had 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 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.

Subject to Completion

Prospectus dated January 26, 1996

PROSPECTUS
$500,000,000

FRONTIER CORPORATION

DEBT SECURITIES, PREFERRED STOCK, COMMON STOCK
AND SECURITIES WARRANTS

Frontier Corporation (the "Company") may from time to time
offer in one or more series of (i) unsecured debt securities ("Debt
Securities"), (ii) shares of its Class A Preferred Stock, par value
$100.00 per share (the "Class A Preferred Stock"), (iii) shares of its
Cumulative Preferred Stock, par value $100.00 per share (the
"Cumulative Preferred Stock"; the Class A Preferred Stock and
Cumulative Preferred Stock are sometimes hereinafter collectively
referred to as the "Preferred Stock"), (iv) shares of its common stock,
$1.00 par value (the "Common Stock"), and (v) warrants exercisable for
Common Stock ("Securities Warrants"), with an aggregate public offering
price of up to $500,000,000 (or its equivalent based on the exchange
rate at the time of sale) in amounts, at prices and on terms to be
determined at the time of offering. The Debt Securities, Preferred
Stock, Common Stock and Securities Warrants (collectively, the
"Securities") may be offered, separately or together, in separate
series in amounts, at prices and on terms to be described in one or
more supplements to this Prospectus (a "Prospectus Supplement").
With respect to the Debt Securities, the specific title,
aggregate principal amount, form (which may be registered or bearer,
or certificated or global), maturity, rate (or manner of calculation
thereof) and time of payment of interest, terms for redemption at the
option of the Company or repayment at the option of the holder, any
sinking fund provisions and any conversion provisions will be set forth
in the applicable Prospectus Supplement. Except as set forth in the
applicable indenture or in one more indentures supplemental thereto,
the applicable indenture will not contain any provisions that would
limit the ability of the Company to incur indebtedness or that would
afford holders of Debt Securities protection in the event of a highly
leveraged or similar transaction involving the Company or in the event
of a change of control. The terms of the Preferred Stock, including the
specific designation, any dividend, liquidation, redemption,
conversion, voting and other rights, and all other specific terms of
the Preferred Stock will be set forth in the applicable Prospectus
Supplement. In the case of the Common Stock, the specific number of
shares and issuance price per share will be set forth in the applicable
Prospectus Supplement. In the case of the Securities Warrants, the
duration, offering price, exercise price and detachability, if
applicable, will be set forth in the applicable Prospectus Supplement.
The applicable Prospectus Supplement will also contain information,
where applicable, about material United States federal income tax
considerations relating to, and any listing on a securities exchange
of, the Securities covered by such Prospectus Supplement.
The Securities may be offered directly by the Company, through
agents designated from time to time by the Company, or to or through
underwriters or dealers. If any agents or underwriters are involved in
the sale of any of the Securities, their names, and any applicable
purchase price, fee, commission or discount arrangement with, between
or among them, will be set forth, or will be calculable from the
information set forth, in an accompanying Prospectus Supplement. See
"Plan of Distribution." No Securities may be sold without delivery of
a Prospectus Supplement describing the method and terms of the offering
of such Securities.

SEE "RISK FACTORS" ON PAGE 4 FOR CERTAIN FACTORS RELATING TO AN
INVESTMENT IN THE SECURITIES.

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

The date of this Prospectus is January 26, 1996

<PAGE> 4

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files, reports and other information with the Securities
and Exchange Commission (the "Commission"). Such reports, proxy statements and
other information can be inspected at the Public Reference Section maintained
by the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549
and the following regional offices of the Commission: 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511 and Seven World Trade Center, 13th
Floor, New York, New York 10048. Copies of such material can be obtained from
the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. In addition, the Company's Common
Stock is listed on the New York Stock Exchange and such reports, proxy
statements and other information concerning the Company can be inspected at the
offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.

The Company has filed with the Commission a registration statement on
Form S-3 (the "Registration Statement"), of which this Prospectus is a part,
under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the Securities offered hereby. This Prospectus does not contain
portions of the information set forth in the Registration Statement, certain
portions of which have been omitted as permitted by the rules and regulations
of the Commission. Statements contained in this Prospectus as to the contents
of any contract or other documents are not necessarily complete, and in each
instance, reference is made to the copy of such contract or documents filed as
an exhibit to the Registration Statement, each such statement being qualified
in all respects by such reference and the exhibits and schedules thereto. For
further information regarding the Company and the Securities, reference is
rhereby made to the Registration Statement and such exhibits and schedules which
may be obtained from the Commission at its principal office in Washington, D.C.
upon payment of the fees prescribed by the Commission.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The documents listed below have been filed by the Company under the
Exchange Act with the Commission and are incorporated herein by reference.

1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1994 (which incorporates by reference certain information from the
Company's Proxy Statement relating to the Annual Meeting of Shareholders held
on April 26, 1995), as amended by Amendment No. 1 on Form 10-K/A;

2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995, as amended by Amendment No. 1 on Form 10-Q/A;

3. The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1995;

4. The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995; and

5. The Company's Current Reports on Form 8-K, dated February 13,
1995; February 21, 1995; February 27, 1995; March 17, 1995 (as amended by two
current reports filed on Form 8-K/A); April 9, 1995; April 10, 1995 (three);
April 12, 1995; May 11, 1995; May 17, 1995; August 16, 1995 (two);
November 14, 1995 (which includes the restatement of the Company's
Annual Report for the year ended December 31, 1994 to include the pooling of
interests with ALC Communications Corporation); and November 21, 1995.

All documents filed subsequent to the date of this Prospectus pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to
termination of the offering of all Securities to which this Prospectus relates
shall be deemed to be incorporated by reference in this Prospectus and shall be
part hereof from the date of filing of such document.

Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained in this Prospectus (in the case of a statement in a previously filed
document incorporated or deemed to be incorporated by reference herein), in any
accompanying Prospectus

- 2 -
<PAGE> 5

Supplement relating to a specific offering of Securities or in any other
subsequently filed document that is also incorporated or deemed to be
incorporated by reference herein, 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 or any
accompanying Prospectus Supplement. Subject to the foregoing, all information
appearing in this Prospectus and each accompanying Prospectus Supplement is
qualified in its entirety by the information appearing in the documents
incorporated by reference.

The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon their
written or oral request, a copy of any or all of the documents incorporated
herein by reference (other than exhibits to such documents, unless such
exhibits are specifically incorporated by reference in such documents). Written
requests for such copies should be addressed to the Company's Corporate
Secretary at Frontier Corporation, 180 South Clinton Avenue, Rochester, New
York 14646-0700, telephone number (800) 836-0342.

Unless the context otherwise requires, as used herein, the term
"Company" means Frontier Corporation, a New York business corporation, and its
consolidated subsidiaries.

- 3 -
<PAGE> 6

THE COMPANY

Frontier Corporation, formerly known as Rochester Telephone Corporation
(the "Company"), is a major U.S. diversified telecommunications firm. The
Company has grown from its roots as a local exchange telephone company in
Rochester, New York to a company that operates 34 local exchange companies in
13 states, a major nationwide long distance company, and several wireless
properties. The Company is now the fifth largest long distance carrier in the
United States. The Company is a provider of integrated telecommunications
services to more than two million customers through its local, long distance
and wireless communications operations.

The Company's executive offices are located at 180 South Clinton
Avenue, Rochester, New York 14646-0700, and its telephone number is (716)
777-1000.

RISK FACTORS

Prospective investors should carefully consider, among other factors,
the matters described below.

COMPETITION

It is anticipated that approximately 70% of the Company's revenues will
be derived from long distance operations. While the Company's management
believes that the long distance segment of the telecommunications market has
the potential to provide significant enhancements to shareholder value, there
are competitive risks associated with long distance operations. Legislation is
now being considered by Congress which, if passed and signed into law by
President Clinton, may permit the entry of the regional Bell telephone
operating companies ("RBOCs") into long distance operations outside the regions
served by their local exchange operations immediately upon enactment, and
thereafter within their regions upon action by the Federal Communications
Commission. Each one of the RBOCs has assets and revenues in excess of the
assets and revenues of the Company and they are therefore expected to be
significant participants in the long distance market.

The long distance market today is dominated by three major carriers,
AT&T Corp., MCI Communications Corporation, and Sprint Corporation, all of
which, as well as the fourth largest carrier, WorldCom, Inc. (formerly known as
LDDS Communications, Inc.), own national switching and transmission networks.
While the Company owns switching facilities in many places across the country,
its owned transmission facilities (fiber optic and digital microwave networks)
tend to be regional in nature. Thus, the Company's ability to compete is
dependent on the willingness of their larger competitors and others to make
available to the Company on favorable terms long term leases and/or purchase of
transmission capacity.

In addition, recently adopted and proposed regulatory changes in the
pending federal legislation and in many of the states in which the Company's
local exchange companies operate make it clear that the local exchange business
is or will soon be open to intensifying competition. Such competition is a key
assumption underlying the Company's "Open Market Plan" approved by the New York
State Public Service Commission and the Company's shareholders in December
1994, under which the Rochester local exchange telephone market was opened to
competition, in exchange for reduced regulation of the Company's local exchange
telephone operations in that market, including price cap regulation. In many
areas, the incumbent local exchange company may be required to continue as the
"provider of last resort" subject to stricter rules than those applying to
newer entrants into the same local market. The Company's strategy is to
provide integrated communications solutions for its customers which can include
bundled long distance, wireless, local and other services, rather than continue
the company's historic reliance on the local exchange business for the bulk of
the Company's revenues and profits.

USE OF PROCEEDS

Unless otherwise specified in the applicable Prospectus Supplement, the
net proceeds of the Securities are intended to be used to provide funds for the
general corporate purposes of the Company.

- 4 -
<PAGE> 7

RATIOS OF EARNINGS TO FIXED CHARGES

The ratio of earnings to fixed charges and the ratio of earnings to
combined fixed charges and preferred stock requirements for the nine months
ended September 30, 1995 and each of the last five fiscal years for the Company
are presented below. The ratio of earnings to fixed charges for the Company is
computed by dividing earnings by fixed charges. The ratio of earnings to
combined fixed charges and preferred stock dividend requirements is computed by
dividing earnings by the sum of fixed charges and preferred stock dividend
requirements.

For purposes of computing these ratios, earnings is defined as
consolidated pretax income adjusted to include (i) fixed charges, (ii) the
income (losses) of majority-owned partnerships, and (iii) undistributed income
(losses) of investments accounted for by the equity method. Fixed charges are
defined as the sum of (i) fixed interest costs, both expensed & capitalized,
(ii) amortization of debt issuance costs and discounts and premiums relating to
indebtedness, and (iii) the interest component of rent expense. Preferred
stock requirements represent the amount of pretax earnings required to cover any
preferred stock dividend requirements and the accretion in carrying value of
redeemable preferred stock.

<TABLE>
<CAPTION>
NINE MONTHS
ENDED YEAR ENDED DECEMBER 31,
SEPTEMBER 30, -------------------------------------------------------------
1995(1) 1994 1993 1992 1991 1990
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings
to fixed charges 3.6 4.9 3.5 2.5 2.5 1.8

Ratio of earnings
to combined fixed
charges and
preferred stock requirements 3.5 4.8 3.4 2.3 2.2 1.5
</TABLE>
(1) Included in earnings for the nine month period ended September 30, 1995
was a one-time pretax acquisition related charge of $114.2 million associated
with the integration of the Company's 1995 acquisitions as well as the cost
directly associated with effecting the merger with ALC Communications
Corporation. If such a charge had not occurred, the ratios of earnings to fixed
charges and earnings to combined fixed charges and preferred stock dividend
requirements would have been 5.6 and 5.5, respectively.

DESCRIPTION OF DEBT SECURITIES

The following description sets forth certain general terms and
provisions of the Debt Securities to which this Prospectus and any applicable
Prospectus Supplement may relate. The particular terms of the Debt Securities
being offered and the extent to which such general provisions may apply will be
set forth in the applicable Indenture or in one or more indentures supplemental
thereto and described in a Prospectus Supplement relating to such Debt
Securities. The Forms of the Senior Indenture (as defined herein) and the
Subordinated Indenture (as defined herein) have been filed as exhibits to the
Registration Statement of which this Prospectus is a part.

GENERAL

The Debt Securities will be direct, unsecured obligations of the Company
and may be either senior Debt Securities ("Senior Securities") or subordinated
Debt Securities ("Subordinated Securities"). The Debt Securities will be issued
under one or more indentures (the "Indentures"). Senior Securities and
Subordinated Securities will be issued pursuant to separate indentures
(respectively, a "Senior Indenture" and a "Subordinated Indenture"), in each
case between the Company and a trustee (a "Trustee"). The Indentures will be
subject to and governed by the Trust Indenture Act of 1939, as amended (the
"TIA"). The statements made under this heading relating to the Debt Securities
and the Indentures are summaries of the anticipated provisions thereof, do not
purport to be complete and are qualified in their entirety by reference to the
Indentures and such Debt Securities. All section references appearing herein
are to sections of each Indenture unless otherwise indicated and capitalized
terms used but not defined below shall have the respective meanings set forth in
each Indenture.

The indebtedness represented by Subordinated Securities will be
subordinated in right of payment to the prior payment in full of the Senior Debt
(as defined below) of the Company as described under "--Subordination."

- 5 -
<PAGE> 8

Except as set forth in the applicable Indenture or in one or more
indentures supplemental thereto and described in a Prospectus Supplement
relating thereto, the Debt Securities may be issued without limit as to
aggregate principal amount, in one or more series, in each case as established
from time to time in or pursuant to authority granted by a resolution of the
Board of Directors of the Company or as established in the applicable Indenture
or in one or more indentures supplemental to such Indenture. All Debt
Securities of one series need not be issued at the same time and, unless
otherwise provided, a series may be reopened, without the consent of the
Holders of the Debt Securities of such series, for issuances of additional Debt
Securities of such series.

It is anticipated that each Indenture will provide that there may be
more than one Trustee thereunder, each with respect to one or more series of
Debt Securities. Any Trustee under an Indenture may resign or be removed with
respect to one or more series of Debt Securities, and a successor Trustee may
be appointed to act with respect to such series. In the event that two or more
persons are acting as Trustee with respect to different series of Debt
Securities, each such Trustee shall be a trustee of a trust under the
applicable Indenture separate and apart from the trust administered by any
other Trustee, and, except as otherwise indicated herein, any action described
herein to be taken by each Trustee may be taken by each such Trustee with
respect to the one or more series of Debt Securities for which it is Trustee
under the applicable Indenture.

The Prospectus Supplement relating to any series of Debt Securities
being offered will contain the specific terms thereof, including, without
limitation:

(1) The title of such Debt Securities and whether such Debt
Securities are Senior Securities or Subordinated Securities;

(2) The aggregate principal amount of such Debt Securities and any
limit on such aggregate principal amount;

(3) The percentage of the principal amount at which such Debt
Securities will be issued and, if other than the principal
amount thereof, the portion of the principal amount thereof
payable upon declaration of acceleration of the maturity
thereof;

(4) If convertible in whole or in part into Common Stock or
Preferred Stock, the terms on which such Debt Securities are
convertible, including the initial conversion price or rate
(or method for determining the same), the portion that is
convertible and the conversion period, and any applicable
limitations on the ownership or transferability of the Common
Stock or Preferred Stock receivable on conversion;

(5) The date or dates, or the method for determining such date or
dates, on which the principal of such Debt Securities will be
payable;

(6) The rate or rates (which may be fixed or variable), or the
method by which such rate or rates shall be determined, at
which such Debt Securities will bear interest, if any;

(7) The date or dates, or the method for determining such date or
dates, from which any such interest will accrue, the dates on
which any such interest will be payable, the regular record
dates for such interest payment dates, or the method by which
such dates shall be determined, the persons to whom such
interest shall be payable, and the basis upon which interest
shall be calculated if other than that of a 360-day year of
twelve 30-day months;

(8) The place or places where the principal (and premium, if any)
and interest, if any, on such Debt Securities will be payable,
where such Debt Securities may be surrendered for conversion
or registration of transfer or exchange and where notices or
demands to or upon the Company in respect of such Debt
Securities and the applicable Indenture may be served;

(9) The period or periods within which, the price or prices at
which and the other terms and conditions upon which such Debt
Securities may be redeemed, in whole or in part, at the option
of the Company, if the Company is to have such an option;

- 6 -
<PAGE> 9

(10) The obligation, if any, of the Company to redeem, repay or
purchase such Debt Securities pursuant to any sinking fund or
analogous provision or at the option of a Holder thereof, and
the period or periods within which or the date and dates on
which, the price or prices at which and the other terms and
conditions upon which such Debt Securities will be redeemed,
repaid or purchased, in whole or in part, pursuant to such
obligation;

(11) If other than U.S. dollars, the currency or currencies in
which such Debt Securities are denominated and payable, which
may be a foreign currency or units of two or more foreign
currencies or a composite currency or currencies, and the
terms and conditions relating thereto;

(12) Whether the amount of payments of principal of (and premium,
if any) or interest, if any, on such Debt Securities may be
determined with reference to a index, formula or other method
(which index, formula or method may, but need not be, based on
a currency, currencies, currency unit or units or composite
currency or currencies) and the manner in which such amounts
shall be determined;

(13) Any additions to, modifications of or deletions from the terms
of such Debt Securities with respect to Events of Default or
covenants set forth in the applicable Indenture;

(14) Whether such Debt Securities will be issued in certificate or
book-entry form;

(15) Whether such Debt Securities will be in registered or bearer
form and, if in registered form, the denominations thereof if
other than $1,000 and any integral multiple thereof and, if in
bearer form, the denominations thereof and terms and
conditions relating thereto;

(16) The applicability, if any, of the defeasance and covenant
defeasance provisions of Article Fourteen of the applicable
Indenture;

(17) Whether and under what circumstances the Company will pay any
additional amounts on such Debt Securities in respect of any
tax, assessment or governmental charge and, if so, whether the
Company will have the option to redeem such Debt Securities in
lieu of mailing such payment;
(18) Whether the Company has any outstanding securities or
liabilities that are pari passu with the Debt Securities, and
if so, identifying and stating the principal amount of such
securities (which will be indicated on the cover page and
elsewhere in the Prospectus Supplement);
(19) Whether the Debt Securities will be subordinated or
pari passu to the liabilities of the Company's subsidiaries
(which will be indicated on the cover page and elsewhere in
the Prospectus Supplement);
(20) The amount of debt to which the Debt Securities will
rank senior (which will be indicated on the cover page and
elsewhere in the Prospectus Supplement); and
(21) Any other terms of such Debt Securities not inconsistent with
the provisions of the applicable Indenture (Section 301).
The Debt Securities may provide for less than the entire principal
amount thereof to be payable upon declaration of acceleration of the maturity
thereof ("Original Issue Discount Securities"). Material federal income tax,
accounting and other considerations applicable to Original Issue Discount
Securities will be described in the applicable Prospectus Supplement.

Except as set forth in the applicable Indenture or in one or more
indentures supplemental thereto, the applicable Indenture will not contain any
provisions that would limit the ability of the Company to incur indebtedness or
that would afford Holders of Debt Securities protection in the event of a
highly leveraged or similar transaction involving the Company or in the event
of a change of control. Reference is made to the applicable Prospectus
Supplement for information with respect to any deletions from, modifications of
or additions to the Events of Default or covenants of the Company that are
described below, including any addition of a covenant or other provision
providing event risk or similar protection.

DENOMINATION, INTEREST, REGISTRATION AND TRANSFER

Unless otherwise described in the applicable Prospectus Supplement,
the Debt Securities of any series will be issuable in denominations of $1,000
and integral multiples thereof (Section 302).

Unless otherwise specified in the applicable Prospectus Supplement,
the principal of (and applicable premium, if any) and interest on any series of
Debt Securities will be payable at the corporate trust office of the Trustee,
the address of which will be stated in the applicable Prospectus Supplement;
provided that, at the option of the Company, payment of interest may be made by
check mailed to the address of the person entitled thereto as it appears in the
applicable register for such Debt Securities or by wire transfer

- 7 -
<PAGE> 10

of funds to such person at an account maintained within the United States
(Sections 301, 305, 306, 307 and 1002).

Any interest not punctually paid or duly provided for on any Interest
Payment Date with respect to a Debt Security ("Defaulted Interest") will
forthwith cease to be payable to the Holder on the applicable regular record
date and may either be paid to the person in whose name such Debt Security is
registered at the close of business on a special record date (the "Special
Record Date") for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to the Holder of such Debt Security not
less than ten days prior to such Special Record Date, or may be paid at any
time in any other lawful manner, all as more completely described in the
Indenture (Section 307).

Subject to certain limitations imposed upon Debt Securities issued in
book-entry form, the Debt Securities of any series will be exchangeable for
other Debt Securities of the same series and of a like aggregate principal
amount and tenor of different authorized denominations upon surrender of such
Debt Securities at the corporate trust office of the applicable Trustee
referred to above. In addition, subject to certain limitations imposed upon
Debt Securities issued in book-entry form, the Debt Securities of any series
may be surrendered for conversion or registration of transfer or exchange
thereof at the corporate trust office of the applicable Trustee. Every Debt
Security surrendered for conversion, registration of transfer or exchange must
be duly endorsed or accompanied by a written instrument of transfer. No
service charge will be made for any registration of transfer or exchange of any
Debt Securities, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith. If
the applicable Prospectus Supplement refers to any transfer agent (in addition
to the applicable Trustee) initially designated by the Company with respect to
any series of Debt Securities, the Company may at any time rescind the
designation of any such transfer agent or approve a change in the location
through which any such transfer agent acts, except that the Company will be
required to maintain a transfer agent in each place of payment for such series.
The Company may at any time designate additional transfer agents with respect
to any series of Debt Securities (Section 1002).

Neither the Company nor any Trustee shall be required to (i) issue,
register the transfer of or exchange Debt Securities of any series during a
period beginning at the opening of business 15 days before any selection of
Debt Securities of that series to be redeemed and ending at the close of
business on the day of mailing of the relevant notice of redemption; (ii)
register the transfer of or exchange any Debt Security, or portion thereof,
called for redemption, except the unredeemed portion of any Debt Security being
redeemed in part; or (iii) issue, register the transfer of or exchange any Debt
Security that has been surrendered for repayment at the option of the Holder,
except the portion, if any, of such Debt Security not to be so repaid (Section
305).

MERGER, CONSOLIDATION OR SALE

The Company will be permitted to consolidate with, or sell, lease or
convey all or substantially all of its assets to, or merge with or into, any
other entity provided that (a) either the Company shall be the continuing
entity, or the successor entity (if other than the Company) formed by or
resulting from any such consolidation or merger or which shall have received
the transfer of such assets shall expressly assume payment of the principal of
(and premium, if any) and interest on all of the Debt Securities and the due
and punctual performance and observance of all of the covenants and conditions
contained in each Indenture; (b) immediately after giving effect to such
transaction and treating any indebtedness that becomes an obligation of the
Company or any Subsidiary as a result thereof as having been incurred by the
Company or Subsidiary at the time of such transaction, no Event of Default
under the Indentures, and no event which, after notice or the lapse of time, or
both, would become such an Event of Default, shall have occurred and be
continuing; and (c) an officer's certificate and legal opinion covering such
conditions shall be delivered to each Trustee (Sections 801 and 803).

CERTAIN COVENANTS

Existence. Except as described above under "Merger, Consolidation or
Sale", the Company will be required to do or cause to be done all things
necessary to preserve and keep in full force and effect its existence, rights
(charter and statutory) and franchises; provided, however, that the Company
shall not be required to preserve any right or franchise if it determines that
the preservation thereof is no longer desirable in the conduct of its business
and that the loss thereof is not disadvantageous in any material respect to the
Holders of the Debt Securities.

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Maintenance of Properties. The Company will be required to cause all
of its material properties used or useful in the conduct of its business or the
business of any Subsidiary to be maintained and kept in good condition, repair
and working order and supplied with all necessary equipment and will cause to
be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the judgment of the Company may be necessary so
that the business carried on in connection therewith may be properly and
advantageously conducted at all times (Section 1007).

Insurance. The Company will be required to, and will be required to
cause each of its Subsidiaries to, keep all of its insurable properties insured
against loss or damage at least equal to their then full insurable value with
insurers of recognized responsibility and, if described in the applicable
Prospectus Supplement, having a specified rating from a recognized insurance
rating service (Section 1008).

Payment of Taxes and Other Claims. The Company will be required to
pay or discharge or cause to be paid or discharged, before the same shall
become delinquent, (i) all taxes, assessments and governmental charges levied
or imposed upon it or any Subsidiary or upon the income, profits or property of
the Company or any Subsidiary, and (ii) all lawful claims for labor, materials
and supplies which, if unpaid, might by law become a lien upon the property of
the Company or any Subsidiary; provided, however, that the Company shall not be
required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or validity is being
contested in good faith by appropriate proceedings (Section 1009).

Provision of Financial Information. Whether or not the Company is
subject to Section 13 or 15(d) of the Exchange Act, the Company will be
required, to the extent permitted under the Exchange Act, to file with the
Commission the annual reports, quarterly reports and other documents which the
Company would have been required to file with the Commission pursuant to such
Sections 13 or 15(d) if the Company were so subject (the "Financial
Information"), such documents to be filed with the Commission on or prior to
the respective dates (the "Required Filing Dates") by which the Company would
have been required so to file such documents if the Company were so subject.
The Company also will be required in any event (x) within 15 days of each
Required Filing Date (i) to transmit by mail to all Holders of Debt Securities,
as their names and addresses appear in the Security Register, without cost to
such Holders, copies of the Financial Information and (ii) to file with the
Trustee copies of the Financial Information, and (y) if filing such documents
by the Company with the Commission is not permitted under the Exchange Act,
promptly upon written request and payment of the reasonable cost of duplication
and delivery, to supply copies of such documents to any prospective Holder
(Section 1010).

ADDITIONAL COVENANTS AND/OR MODIFICATIONS TO THE COVENANTS DESCRIBED ABOVE

Any additional covenants of the Company and/or modifications to the
covenants described above with respect to any Debt Securities or series
thereof, including any covenants relating to limitations on incurrence of
indebtedness or other financial covenants, will be set forth in the applicable
Indenture or an indenture supplemental thereto and described in the Prospectus
Supplement relating thereto.

EVENTS OF DEFAULT, NOTICE AND WAIVER

Each Indenture will provide that the following events are "Events of
Default" with respect to any series of Debt Securities issued thereunder: (i)
default for 30 days in the payment of any installment of interest on any Debt
Security of such series; (ii) default in the payment of principal of (or
premium, if any, on) any Debt Security of such series at its maturity; (iii)
default in making any sinking fund payment as required for any Debt Security of
such series; (iv) default in the performance or breach of any other covenant or
warranty of the Company contained in the applicable Indenture (other than a
covenant added to the Indenture solely for the benefit of a series of Debt
Securities issued thereunder other than such series), continued for 60 days
after written notice as provided in the applicable Indenture; (v) default in
the payment of an aggregate principal amount exceeding $10,000,000 of any
indebtedness of the Company or any mortgage, indenture or other instrument
under which such indebtedness is issued or by which such indebtedness is
secured, such default having occurred after the expiration of any applicable
grace period and having resulted in the acceleration of the maturity of such
indebtedness, but only if such indebtedness is not discharged or such
acceleration is not rescinded or annulled; (vi) certain events of bankruptcy,
insolvency or reorganization, or court appointment of a receiver, liquidator or
trustee of the Company or any Significant Subsidiary or either of its property;
and (vii) any other Event of Default provided with respect to a particular
series of Debt Securities (Section 501).

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If an Event of Default under any Indenture with respect to Debt
Securities of any series at the time outstanding occurs and is continuing, then
in every such case the applicable Trustee or the Holders of not less than 25%
of the principal amount of the Outstanding Debt Securities of that series will
have the right to declare the principal amount (or, if the Debt Securities of
that series are Original Issue Discount Securities or indexed securities, such
portion of the principal amount as may be specified in the terms thereof) of
all the Debt Securities of that series to be due and payable immediately by
written notice thereof to the Company (and to the applicable Trustee if given
by the Holders). However, at any time after such a declaration of acceleration
with respect to Debt Securities of such series (or of all Debt Securities then
Outstanding under any Indenture, as the case may be) has been made, but before
a judgment or decree for payment of the money due has been obtained by the
applicable Trustee, the Holders of not less than a majority in principal amount
of Outstanding Debt Securities of such series (or of all Debt Securities then
Outstanding under the applicable Indenture, as the case may be) may rescind and
annul such declaration and its consequences if (a) the Company shall have
deposited with the applicable Trustee all required payments of the principal of
(and premium, if any) and interest on the Debt Securities of such series (or of
all Debt Securities then Outstanding under the applicable Indenture, as the
case may be), plus certain fees, expenses, disbursements and advances of the
applicable Trustee and (b) all events of default, other than the non-payment of
accelerated principal (or specified portion thereof), with respect to Debt
Securities of such series (or of all Debt Securities then Outstanding under the
applicable Indenture, as the case may be) have been cured or waived as provided
in such Indenture (Section 502). Each Indenture also will provide that the
Holders of not less than a majority in principal amount of the Outstanding Debt
Securities of any series (or of all Debt Securities then Outstanding under the
applicable Indenture, as the case may be) may waive any past default with
respect to such series and its consequences, except a default (x) in the
payment of the principal of (or premium, if any) or interest on any Debt
Security of such series or (y) in respect of a covenant or provision contained
in the applicable Indenture that cannot be modified or amended without the
consent of the Holder of each Outstanding Debt Security affected thereby
(Section 513).

Each Trustee will be required to give notice to the Holders of Debt
Securities within 90 days of a default under the applicable Indenture unless
such default shall have been cured or waived; provided, however, that such
Trustee may withhold notice to the Holders of any series of Debt Securities of
any default with respect to such series (except a default in the payment of the
principal of (or premium, if any) or interest on any Debt Security of such
series or in the payment of any sinking fund installment in respect of any Debt
Security of such series) if specified responsible officers of such Trustee
consider such withholding to be in the interest of such Holders (Section 601).

Each Indenture will provide that no Holders of Debt Securities of any
series may institute any proceedings, judicial or otherwise, with respect to
such Indenture or for any remedy thereunder, except in the cases of failure of
the applicable Trustee, for 60 days, to act after it has received a written
request to institute proceedings in respect of an Event of Default from the
Holders of not less than 25% in principal amount of the Outstanding Debt
Securities of such series, as well as an offer of indemnity reasonably
satisfactory to it (Section 507). This provision will not prevent, however,
any Holder of Debt Securities from instituting suit for the enforcement of
payment of the principal of (and premium, if any) and interest on such Debt
Securities at the respective due dates thereof (Section 508).

Subject to provisions in each Indenture relating to its duties in case
of default, no Trustee will be under any obligation to exercise any of its
rights or powers under an Indenture at the request or direction of any Holders
of any series of Debt Securities then Outstanding under such Indenture, unless
such Holders shall have offered to the Trustee thereunder reasonable security
or indemnity (Section 602). The Holders of not less than a majority in
principal amount of the Outstanding Debt Securities of any series (or of all
Debt Securities then Outstanding under an Indenture, as the case may be) shall
have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the applicable Trustee, or of exercising
any trust or power conferred upon such Trustee. However, a Trustee may refuse
to follow any direction which is in conflict with any law or the applicable
Indenture, which may subject such Trustee to personal liability or which may be
unduly prejudicial to the Holders of Debt Securities of such series not joining
therein (Section 512).

Within 120 days after the close of each fiscal year, the Company will
be required to deliver to each Trustee a certificate, signed by one of several
specified officers, stating whether or not such officer has knowledge of any
default under the applicable Indenture and, if so, specifying each such default
and the nature and status thereof (Section 1011).

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MODIFICATION OF THE INDENTURES

Modifications and amendments of an Indenture will be permitted to be
made only with the consent of the Holders of not less than a majority in
principal amount of all Outstanding Debt Securities issued under such Indenture
which are affected by such modification or amendment; provided, however, that
no such modification or amendment may, without the consent of the Holder of
each such Debt Security affected thereby, (a) change the stated maturity of the
principal of, or any installment of interest (or premium, if any) on, any such
Debt Security; (b) reduce the principal amount of, or the rate or amount of
interest on, or any premium payable on redemption of, any such Debt Security,
or reduce the amount of principal of an Original Issue Discount Security that
would be due and payable upon declaration of acceleration of the maturity
thereof or would be provable in bankruptcy, or adversely affect any right of
repayment of the Holder of any such Debt Security; (c) change the place of
payment, or the coin or currency, for payment of principal or premium, if any,
or interest on any such Debt Security; (d) impair the right to institute suit
for the enforcement of any payment on or with respect to any such Debt
Security; (e) reduce the above-stated percentage of Outstanding Debt Securities
of any series necessary to modify or amend the applicable Indenture, to waive
compliance with certain provisions thereof or certain defaults and consequences
thereunder or to reduce the quorum or voting requirements set forth in the
applicable Indenture; or (f) modify any of the foregoing provisions or any of
the provisions relating to the waiver of certain past defaults or certain
covenants, except to increase the required percentage to affect such action or
to provide that certain other provisions may not be modified or waived without
the consent of the Holder of such Debt Security (Section 902).

The Holders of not less than a majority in principal amount of
Outstanding Debt Securities of each series affected thereby will have the right
to waive compliance by the Company with certain covenants in such Indenture
(Section 1013).

Modifications and amendments of an Indenture will be permitted to be
made by the Company and the respective Trustee thereunder without the consent
of any Holder of Debt Securities for any of the following purposes: (i) to
evidence the succession of another person to the Company as obligor under such
Indenture; (ii) to add to the covenants of the Company for the benefit of the
Holders of all or any series of Debt Securities or to surrender any right or
power conferred upon the Company in the Indenture; (iii) to add Events of
Default for the benefit of the Holders of all or any series of Debt Securities;
(iv) to add or change any provisions of an Indenture to facilitate the issuance
of, or to liberalize certain terms of, Debt Securities in bearer form, or to
permit or facilitate the issuance of Debt Securities in uncertificated form,
provided that such action shall not adversely affect the interests of the
Holders of the Debt Securities of any series in any material respect; (v) to
change or eliminate any provisions of an Indenture, provided that any such
change or elimination shall become effective only when there are no Debt
Securities Outstanding of any series created prior thereto which are entitled
to the benefit of such provision; (vi) to secure the Debt Securities; (vii) to
establish the form or terms of Debt Securities of any series, including the
provisions and procedures, if applicable, for the conversion of such Debt
Securities into Common Stock or Preferred Stock; (viii) to provide for the
acceptance of appointment by a successor Trustee or facilitate the
administration of the trusts under an Indenture by more than one Trustee; (ix)
to cure any ambiguity, defect or inconsistency in an Indenture, provided that
such action shall not adversely affect the interests of Holders of Debt
Securities of any series issued under such Indenture in any material respect;
or (x) to supplement any of the provisions of an Indenture to the extent
necessary to permit or facilitate defeasance and discharge of any series of
such Debt Securities, provided that such action shall not adversely affect the
interests of the Holders of the Debt Securities of any series in any material
respect (Section 901).

Each Indenture will provide that in determining whether the Holders of
the requisite principal amount of Outstanding Debt Securities of a series have
given any request, demand, authorization, direction, notice, consent or waiver
thereunder or whether a quorum is present at a meeting of Holders of Debt
Securities, (i) the principal amount of an Original Issue Discount Security
that shall be deemed to be Outstanding shall be the amount of the principal
thereof that would be due and payable as of the date of such determination upon
declaration of acceleration of the maturity thereof, (ii) the principal amount
of any Debt Security denominated in a foreign currency that shall be deemed
Outstanding shall be the U.S. dollar equivalent, determined on the issue date
for such Debt Security, of the principal amount (or, in the case of Original
Issue Discount Security, the U.S. dollar equivalent on the issue date of such
Debt Security of the amount determined as provided in (i) above), (iii) the
principal amount of an indexed security that shall be deemed Outstanding shall
be the principal face amount of such indexed security pursuant to the

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<PAGE> 14

applicable Indenture, and (iv) Debt Securities owned by the Company or any
other obligor upon the Debt Securities or any affiliate of the Company or of
such other obligor shall be disregarded.

Each Indenture will contain provisions for convening meetings of the
Holders of Debt securities of a series (Section 1501). A meeting will be
permitted to be called at any time by the applicable Trustee, and also, upon
request, by the Company or the Holders of at least 10% in principal amount of
the Outstanding Debt Securities of such series, in any such case upon notice
given as provided in the Indenture. Except for any consent that must be given
by the Holder of each Debt Security affected by certain modifications and
amendments of an Indenture, any resolution presented at a meeting or adjourned
meeting duly reconvened at which a quorum is present may be adopted by the
affirmative vote of the Holders of a majority in the principal amount of the
Outstanding Debt Securities of that series; provided, however, that, except as
referred to above, any resolution with respect to any request, demand,
authorization, direction, notice, consent, waiver or other action that may be
made, given or taken by the Holders of a specified percentage, which is less
than a majority, in principal amount of the Outstanding Debt Securities of a
series may be adopted at a meeting or adjourned meeting or at which a quorum is
present by the affirmative vote of the Holders of such specified percentage in
principal amount of the Outstanding Debt Securities of that series. Any
resolution passed or decision taken at any meeting of Holders of Debt
Securities of any series duly held in accordance with an Indenture will be
binding on all Holders of Debt Securities of that series. The quorum at any
meeting called to adopt a resolution, and at any reconvened meeting, will be
persons holding or representing a majority in principal amount of the
Outstanding Debt Securities of a series; provided, however, that if any action
is to be taken at such meeting with respect to a consent or waiver which may be
given by the Holders of not less than a specified percentage in principal
amount of the Outstanding Debt Securities of a series, the persons holding or
representing such specified percentage in principal amount of the Outstanding
Debt Securities of such series will constitute a quorum.

Notwithstanding the foregoing provisions, each Indenture will provide
that if any action is to be taken at a meeting of Holders of Debt Securities of
any series with respect to any request, demand, authorization, direction,
notice, consent, waiver and other action that such Indenture expressly provides
may be made, given or taken by the Holders of a specified percentage in
principal amount of all Outstanding Debt Securities affected thereby, or the
Holders of such series and one or more additional series: (i) there shall be no
minimum quorum requirement for such meeting, and (ii) the principal amount of
the Outstanding Debt Securities of such series that vote in favor of such
request, demand, authorization, direction, notice, consent, waiver or other
action shall be taken into account in determining whether such request, demand,
authorization, direction, notice, consent, waiver or other action has been
made, given or taken under such Indenture.

SUBORDINATION

Upon any distribution to creditors of the Company in a liquidation,
dissolution or reorganization, the payment of the principal of and interest on
any Subordinated Securities will be subordinated to the extent provided in the
applicable Indenture in right of payment to the prior payment in full of all
Senior Debt (Sections 1601 and 1602 of the Subordinated Indenture), but the
obligation of the Company to make payment of the principal and interest on such
Subordinated Securities will not otherwise be affected (Section 1608 of the
Subordinated Indenture). No payment of principal or interest will be permitted
to be made on Subordinated Securities at any time if a default on Senior Debt
exists that permits the Holders of such Senior Debt to accelerate its maturity
and the default is the subject of judicial proceedings or the Company receives
notice of the default (Section 1602 of the Subordinated Indenture). After all
Senior Debt is paid in full and until the Subordinated Securities are paid in
full, Holders will be subrogated to the right of Holders of Senior Debt to the
extent that distributions otherwise payable to Holders have been applied to the
payment of Senior Debt (Section 1607 of the Subordinated Indenture). By reason
of such subordination, in the event of a distribution of assets upon
insolvency, certain general creditors of the Company may recover more, ratably,
than Holders of Subordinated Securities.

Senior Debt will be defined in the Subordinated Indenture as the
principal of and interest on, or substantially similar payments to be made by
the Company in respect of, the following; whether outstanding at the date of
execution of the applicable Indenture or thereafter incurred, created or
assumed: (i) indebtedness of the Company for money borrowed or represented by
purchase money obligations, (ii) indebtedness of the Company evidenced by
notes, debentures, or bonds or other securities issued under the provisions of
an indenture, fiscal agency agreement or other agreement, (iii) obligations of
the Company

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<PAGE> 15

as lessee under leases of property either made as part of any sale and
leaseback transaction to which the Company is a party or otherwise, (iv)
indebtedness of partnerships and joint ventures which is included in the
consolidated financial statements of the Company, and (v) indebtedness,
obligations and liabilities of others in respect of which the Company is liable
contingently or otherwise to pay or advance money or property or as guarantor,
endorser or otherwise, in each case other than (1) any such indebtedness,
obligation or liability referred to in clauses (i) through (v) above as to
which, in the instrument creating or evidencing the same pursuant to which the
same is outstanding, it is provided that such indebtedness, obligation or
liability is not superior in right of payment to the Subordinated Securities or
ranks pari passu with the Subordinated Securities, (2) any such indebtedness,
obligation or liability which is subordinated to indebtedness of the Company to
substantially the same extent as or to a greater extent than the Subordinated
Securities are subordinated, and (3) the Subordinated Securities.

If this Prospectus is being delivered in connection with a series of
Subordinated Securities, the accompanying Prospectus Supplement or the
information incorporated herein by reference will contain the approximate
amount of Senior Debt outstanding as of the end of the Company's most recent
fiscal quarter.

DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE

The Company may be permitted under the applicable Indenture to
discharge certain obligations to Holders of any series of Debt Securities
issued thereunder that have not already been delivered to the applicable
Trustee for cancellation and that either have become due and payable or will
become due and payable within one year (or scheduled for redemption within one
year) by irrevocably depositing with the applicable Trustee, in trust, funds in
such currency or currencies, currency unit or units or composite currency or
currencies in which such Debt Securities are payable in an amount sufficient to
pay the entire indebtedness on such Debt Securities in respect of principal
(and premium, if any) and interest to the date of such deposit (if such Debt
Securities have become due and payable) or to the stated maturity or redemption
date, as the case may be.

Each Indenture will provide that, if the provisions of Article
Fourteen are made applicable to the Debt Securities of or within any series
pursuant to Section 301 of such Indenture, the Company may elect either (a) to
defease and be discharged from any and all obligations with respect to such
Debt Securities (except for the obligation to pay additional amounts, if any,
upon the occurrence of certain events of tax, assessment or governmental charge
with respect to payments on such Debt Securities, and the obligations to
register the transfer or exchange of such Debt Securities, to replace temporary
or mutilated, destroyed, lost or stolen Debt Securities, to maintain an office
or agency in respect of such Debt Securities and to hold moneys for payment in
trust) ("defeasance") (Section 1402) or (b) to be released from its obligations
with respect to such Debt Securities under certain specified sections of
Article Ten of such Indenture as specified in the applicable Prospectus
Supplement and any omission to comply with such obligations shall not
constitute an Event of Default with respect to such Debt Securities ("covenant
defeasance") (Section 1403), in either case upon the irrevocable deposit by the
Company with the applicable Trustee, in trust, of an amount, in such currency
or currencies, currency unit or units or composite currency or currencies in
which such Debt Securities are payable at stated maturity, or Government
Obligations (as defined below), or both, applicable to such Debt Securities
which through the scheduled payment of principal and interest in accordance
with their terms will provide money in an amount sufficient without
reinvestment to pay the principal of (and premium, if any) and interest on such
Debt Securities, and any mandatory sinking fund or analogous payments thereon,
on the scheduled due dates therefor.

Such a trust will only be permitted to be established if, among other
things, the Company has delivered to the applicable Trustee an opinion of
counsel (as specified in the applicable Indenture) to the effect that the
Holders of such Debt Securities will not recognize income, gain or loss for
federal income tax purposes as a result of such defeasance or covenant
defeasance and will be subject to federal income tax on the same amounts, in
the same manner and at the same times as would have been the case if such
defeasance or covenant defeasance had not occurred, and such opinion of
counsel, in the case of defeasance, will be required to refer to and be based
upon a ruling of the Internal Revenue Service or a change in applicable U.S.
federal income tax law occurring after the date of the Indenture (Section
1404).

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"Government Obligations" means securities which are (i) direct
obligations of the United States of America or the government which issued the
foreign currency in which the Debt Securities of a particular series are
payable, for the payment of which its full faith and credit is pledged or (ii)
obligations of a person controlled or supervised by and acting as an agency or
instrumentality of the United States of America or such government which issued
the foreign currency in which the Debt Securities of such series are payable,
the timely payment of which is unconditionally guaranteed as a full faith and
credit obligation of the United States of America or such government, which, in
either case, are not callable or redeemable at the option of the issuer
thereof, and shall also include a depository receipt issued by a bank or trust
company as custodian with respect to any such Government Obligation or a
specific payment of interest on or principal of any such Government Obligation
held by such custodian for the account of the Holder of a depository receipt,
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the Holder of such depository
receipt from any amount received by the custodian in respect of the Government
Obligation or the specific payment of interest on or principal of the
Government Obligation evidenced by such depository receipt (Section 101 of each
Indenture).

Unless otherwise provided in the applicable Prospectus Supplement, if
after the Company has deposited funds and/or Government Obligations to effect
defeasance or covenant defeasance with respect to Debt Securities of any
series, (a) the Holder of a Debt Security of such series is entitled to, and
does, elect pursuant to the applicable Indenture or the terms of such Debt
Security to receive payment in a currency, currency unit or composite currency
other than that in which such deposit has been made in respect of such Debt
Security, or (b) a Conversion Event (as defined below) occurs in respect of the
currency, currency unit or composite currency in which such deposit has been
made, the indebtedness represented by such Debt Security will be deemed to have
been, and will be, fully discharged and satisfied through the payment of the
principal of (and premium, if any) and interest on such Debt Security as they
become due out of the proceeds yielded by converting the amount so deposited in
respect of such Debt Security into the currency, currency unit or composite
currency in which such Debt Security becomes payable as a result of such
election or such cessation of usage based on the applicable market exchange
rate. "Conversion Event" means the cessation of use of (i) a currency,
currency unit or composite currency both by the government of the country which
issued such currency and for the settlement of transactions by a central bank
or other public institutions of or within the international banking community,
(ii) the ECU both within the European Monetary System and for the settlement of
transactions by public institutions of or within the European Communities or
(iii) any currency unit or composite currency other than the ECU for the
purposes for which it was established. Unless otherwise provided in the
applicable Prospectus Supplement, all payments of principal of (and premium, if
any) and interest on any Debt Security that is payable in a foreign currency
that ceases to be used by its government of issuance shall be made in U.S.
dollars.

In the event the Company effects covenant defeasance with respect to
any Debt Securities and such Debt Securities are declared due and payable
because of the occurrence of any Event of Default other than the Event of
Default described in clause (iv) under "Events of Default, Notice and Waiver"
with respect to certain specified sections of Article Ten of each Indenture
(which sections would no longer be applicable to such Debt Securities as a
result of such covenant defeasance) or described in clause (vii) under "Events
of Default, Notice and Waiver" with respect to any other covenant as to which
there has been covenant defeasance, the amount in such currency, currency unit
or composite currency in which such Debt Securities are payable, and Government
Obligations on deposit with the applicable Trustee, will be sufficient to pay
amounts due on such Debt Securities at the time of their stated maturity but
may not be sufficient to pay amounts due on such Debt Securities at the time of
the acceleration resulting from such Default. However, the Company would remain
liable to make payment of such amounts due at the time of acceleration.

The applicable Prospectus Supplement may further describe the
provisions, if any, permitting such defeasance or covenant defeasance,
including any modifications to the provisions described above, with respect to
the Debt Securities of or within a particular series.

CONVERSION RIGHTS

The terms and conditions, if any, upon which the Debt Securities are
convertible into Common Stock or Preferred Stock will be set forth in the
applicable Prospectus Supplement relating thereto. Such terms will include
whether such Debt Securities are convertible into Common Stock or Preferred
Stock, the conversion price (or manner of calculation thereof), the conversion
period, provisions as to whether

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conversion will be at the option of the Holders or the Company, the events
requiring an adjustment of the conversion price and provisions affecting
conversion in the event of the redemption of such Debt Securities and any
restrictions on conversion.

REDEMPTION OF SECURITIES

The Indenture provides that the Debt Securities may be redeemed at any
time at the option of the Company, in whole or in part, at the Redemption
Price, except as may otherwise be provided in connection with any Debt
Securities or series thereof.

From and after notice has been given as provided in the Indenture, if
funds for the redemption of any Debt Securities called for redemption shall
have been made available on such redemption date, such Debt Securities will
cease to bear interest on the date fixed for such redemption specified in such
notice, and the only right of the Holders of the Debt Securities will be to
receive payment of the Redemption Price.

Notice of any optional redemption of any Debt Securities will be given
to Holders at their addresses, as shown in the Security Register, not more than
60 nor less than 30 days prior to the date fixed for redemption. The notice of
redemption will specify, among other items, the Redemption Price and the
principal amount of the Debt Securities held by such Holder to be redeemed.

If the Company elects to redeem Debt Securities, it will notify the
Trustee at least 45 days prior to the redemption date (or such shorter period
as satisfactory to the Trustee) of the aggregate principal amount of Debt
Securities to be redeemed and the redemption date. If less than all the Debt
Securities are to be redeemed, the Trustee shall select the Debt Securities to
be redeemed pro rata, by lot or in such manner as it shall deem fair and
appropriate.

GLOBAL SECURITIES

The Debt Securities of a series may be issued in whole or in part in
the form of one or more global securities (the "Global Securities") that will
be deposited with, or on behalf of, a depository identified in the applicable
Prospectus Supplement relating to such series. Global Securities may be issued
in either registered or bearer form and in either temporary or permanent form.
The specific terms of the depository arrangement with respect to a series of
Debt Securities will be described in the applicable Prospectus Supplement
relating to such series.

CAPITAL STOCK STRUCTURE

The Company has the authority to issue (i) 300,000,000 shares of
Common Stock, of which 157,068,862 shares were issued and outstanding as of
the close of business on October 31, 1995, (ii) 850,000 shares of Cumulative
Preferred Stock, issuable in series, of which a total of 227,288
shares, constituting four series, were issued and outstanding as of the close
of business on October 31, 1995, and (iii) 4,000,000 shares of Class A
Preferred Stock, none of which were outstanding as of October, 31 1995 and
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 the Company.

DESCRIPTION OF COMMON STOCK

The following description of the Common Stock sets forth certain
general terms and provisions of the Common Stock to which any Prospectus
Supplement may relate, including a Prospectus Supplement providing that Common
Stock will be issuable upon conversion of Debt Securities or Preferred Stock of
the Company or upon the exercise of the Securities Warrants issued by the
Company. The statements below describing the Common Stock are in all respects
subject to and qualified in their entirety by reference to the applicable
provisions of the Company's Restated Certificate of Incorporation, as amended
(the "Charter"), and Bylaws.

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<PAGE> 18

DIVIDEND RIGHTS

Subject to the terms of any contractual restriction on the declaration
or payment of dividends, 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 the outstanding series of
Cumulative Preferred Stock have been paid or declared and funds set aside for
their payment.

The Company's ability to pay dividends is substantially dependent upon
the earnings and available cash flow of its subsidiaries and the availability
of such earnings to the Company by way of dividends, distributions, loans and
other advances. The provisions of the Open Market Plan include the prohibition
of dividend payments from a significant subsidiary of the Company, Rochester
Telephone Corp., to the Company in specified circumstances.

VOTING RIGHTS

The holders of 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 and any subsequent voting rights that may be
established for any other Preferred Stock by the Company's Board of Directors.
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.

LIQUIDATION RIGHTS

On any liquidation of the Company, the holders of the Cumulative
Preferred Stock will be entitled to their full par value per share plus
accumulated dividends. In addition, the holders of any other Preferred Stock
issued after the date of this Prospectus will be entitled to a liquidation
preference equal to at least the par value of such stock. After satisfaction
of outstanding liabilities and the preferential liquidation rights of the
Preferred Stock, the holders of Common Stock are entitled to share ratably in
the distribution of all remaining assets.

PREEMPTIVE RIGHTS

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

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock is The First
National Bank of Boston, 150 Royall Street, Canton, Massachusetts 02021.

THE RIGHTS AGREEMENT

On April 9, 1995, the Company's Board of Directors declared a dividend
of one preferred share purchase right (a "Right") for each outstanding share of
Common Stock. The dividend was payable on April 24, 1995 to the shareholders
of record on that date. Each Right entitles the registered holder to purchase
from the Company one one-hundredth of a share of Series A Junior Participating
Class A Preferred Stock, par value of $100.00 per share (the "Rights Preferred
Stock"), of the Company at a price of $80.00 per one-hundredth of a share of
Rights Preferred Stock, subject to adjustment. The description and terms of
the Rights are set forth in a Rights Agreement dated as of April 9,1995, as the
same may be amended from time to time (the "Rights Agreement"), between the
Company and The First National Bank of Boston, as Rights Agent.

The Rights are not exercisable until the earlier to occur of (i) ten
days following the first date of a public announcement that a person or group
of affiliated or associated persons (an "Acquiring Person") has acquired
beneficial ownership of 20% or more of the outstanding shares of Common Stock
or such earlier date as a majority of the Board of Directors shall have become
aware of the existence of an

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<PAGE> 19

Acquiring Person, or (ii) ten business days (or such later date as may be
determined by action of the Board of Directors prior to such time as any person
or group of affiliated persons becomes an Acquiring Person) following the
commencement of, or announcement of an intention to make, a tender order or
exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 20% or more of the outstanding shares of
Common Stock. The Rights will expire on April 24, 2005, unless such date is
extended or unless the Rights are earlier redeemed or exchanged by the Company,
in each case as described below.

In the event that any person or group of affiliated or associated
persons becomes an Acquiring Person, each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereupon become void),
will thereafter have the right to receive upon exercise of a Right at the then
current exercise price of the Right, that number of shares of Common Stock
having a market value of two times the exercise price of the Right.

In the event that, after a person or group has become an Acquiring
Person, the Company is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are
sold, proper provision will be made so that each holder of a Right (other than
Rights beneficially owned by an Acquiring Person which will have become void)
will thereafter have the right to receive, upon the exercise thereof at the
then current exercise price of the Right, that number of shares of common stock
of the person with whom has engaged in the foregoing transaction (or its
parent), which number of shares at the time of such transaction will have a
market value of two times the exercise price of the Right.

At any time after any person or group becomes an Acquiring Person and
prior to the acquisition by such person or group of 50% or more of the
outstanding shares of Common Stock, the Company's Board of Directors may
exchange the Rights (other than Rights owned by such person or group which will
have become void), in whole or in part, at an exchange ratio of one share of
Common Stock, or one one-hundredth of a share of Rights Preferred Stock (or of
a share of a class or series of the Company's preferred stock having equivalent
rights, preferences and privileges, per Right (subject to adjustment).

At any time prior to the time an Acquiring Person becomes such, the
Board of Directors of the Company may redeem the Rights in whole, but not in
part, at a price of $.01 per Right, subject to adjustment.

For so long as the Rights are then redeemable, the Company may, except
with respect to the redemption price, amend the Right in any manner. After the
Rights are no longer redeemable, the Company may, except with respect to the
redemption price, amend the Rights in any manner that does not adversely affect
the interest of holders of the Rights.

This summary description of the Rights summarizes the material terms
of the Rights but does not purport to be complete and is qualified in its
entirety by reference to the Rights Agreement which is an exhibit to the
Company's Current Report on Form 8-K dated April 9, 1995.

DESCRIPTION OF PREFERRED STOCK

The following description of the terms of the Preferred Stock sets
forth certain general terms and provisions of the Preferred Stock to which any
Prospectus Supplement may relate. Certain other terms of any series of the
Preferred Stock offered by any Prospectus Supplement will be described in such
Prospectus Supplement. The description of certain provisions of the Preferred
Stock set forth below and in any Prospectus Supplement does not purport to be
complete and is subject to and qualified in its entirety by reference to the
Charter (including any amendment to the Charter relating to a series of the
Preferred Stock) which will be filed with the Commission and incorporated by
reference as an exhibit to the Registration Statement of which this Prospectus
is a part at or prior to the time of the issuance of such series of the
Preferred Stock.

GENERAL

The Company is authorized to issue 4,000,000 shares of Class A
Preferred Stock, of which no shares were outstanding as of October 31,
1995, and 850,000 shares of Cumulative Preferred Stock, of

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<PAGE> 20

which 227,288 shares were outstanding as of October 31, 1995. The
Company has established five separate series of Cumulative Preferred Stock,
which include 215,000 shares in the aggregate, and a series of 3,000,000 shares
of Class A Preferred Stock in connection with the Rights Agreement.

Under the Charter, the Board of Directors (without further shareowner
action) may from time to time establish and issue one or more series of
Preferred Stock with such designations, powers, preferences or rights of the
shares of such series and the qualifications, limitations or restrictions
thereon.

The Preferred Stock shall have the dividend, liquidation, redemption
and voting rights set forth below unless otherwise provided in a Prospectus
Supplement relating to a particular series of the Preferred Stock. Reference
is made to the Prospectus Supplement relating to the particular series of the
Preferred Stock offered thereby for specific terms, including: (i) the
designation and the number of shares offered; (ii) the amount of liquidation
preference per share; (iii) the initial public offering price at which such
Preferred Stock will be issued; (iv) the dividend rate (or method of
calculation), the dates on which dividends shall be payable and the dates from
which dividends shall commence to accumulate, if any; (v) any redemption or
sinking fund provisions; (vi) any conversion rights; and (vii) any additional
voting, dividend, liquidation, redemption, sinking fund and other rights,
preferences, privileges, limitations and restrictions. The Preferred Stock
will, when issued for lawful consideration, be fully paid and nonassessable and
will have no preemptive rights.

RANK

Unless otherwise specified in the Prospectus Supplement, the Preferred
Stock will, with respect to dividend rights and rights upon liquidation,
dissolution or winding up of the Company, rank (i) senior to all classes or
series of Common Stock and to all equity securities ranking junior to such
Preferred Stock; (ii) on a parity with all equity securities issued by the
Company the terms of which specifically provide that such equity securities
rank on a parity with the Preferred Stock; and (iii) junior to all equity
securities issued by the Company the terms of which specifically provide that
such equity securities rank senior to the Preferred Stock. As used in the
Articles for these purposes, the term "equity securities" does not include
convertible debt securities. The Series A Preferred Stock is junior to the
Cumulative Preferred Stock and any Preferred Stock established out of Series A
Preferred Stock shall be junior as to the Cumulative Preferred Stock. The
rights of the holders of each series of the Preferred Stock will be subordinate
to those of the Company's general creditors.

DIVIDENDS

Holders of shares of the Preferred Stock of each series shall be
entitled to receive, when, as and if declared by the Board of Directors of the
Company, out of assets of the Company legally available for payment, cash
dividends at such rates and on such dates as will be set forth in the
applicable Prospectus Supplement. Such rate may be fixed or variable or both.
Each such dividend shall be payable to holders of record as they appear on the
stock transfer books of the Company on such record dates as shall be fixed by
the Board of Directors of the Company, as specified in the Prospectus
Supplement relating to such series of Preferred Stock.

Dividends on any series of the Preferred Stock may be cumulative or
non-cumulative, as provided in the applicable Prospectus Supplement.
Dividends, if cumulative, will be cumulative from and after the date set forth
in the applicable Prospectus Supplement. If the Board of Directors of the
Company fails to declare a dividend payable on a dividend payment date on any
series of the Preferred Stock for which dividends are noncumulative, then the
holders of such series of the Preferred Stock will have no right to receive a
dividend in respect of the dividend period relating to such dividend payment
date, and the Company will have no obligation to pay the dividend accrued for
such period, whether or not dividends on such series are declared payable on
any future dividend payment date.

So long as the shares of any series of the Preferred Stock shall be
outstanding, the Company may not declare or pay any dividends on any shares of
Common Stock of the Company or any other stock of the Company ranking as to
dividends or distributions of assets junior to such series of Preferred Stock
(the Common Stock and any such other stock being herein referred to as "Junior
Stock"), whether in cash or property or in obligations or stock of the Company,
other than Junior Stock which is neither convertible into, nor exchangeable or
exercisable for, any securities of the Company other than Junior Stock, unless
full dividends (including if such Preferred Stock is cumulative, dividends for
prior dividend periods) shall

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<PAGE> 21

have been paid or declared and set apart for payment on all outstanding shares
of the Preferred Stock of such series and all other classes and series of
Preferred Stock of the Company (other than Junior Stock).

Any dividend payment made on shares of a series of Preferred Stock
shall first be credited against the earliest accrued but unpaid dividend due
with respect to shares of such series which remains payable.

REDEMPTION

A series of Preferred Stock may be redeemable, in whole or from time
to time in part, at the option of the Company, and may be subject to mandatory
redemption pursuant to a sinking fund or otherwise, in each case upon terms, at
the times and at the redemption prices set forth in the Prospectus Supplement
relating to such series. Shares of the Preferred Stock redeemed by the Company
will be restored to the status of authorized but unissued shares of Preferred
Stock.

The Prospectus Supplement relating to a series of Preferred Stock that
is subject to mandatory redemption will specify the number of shares of such
Preferred Stock that shall be redeemed by the Company in each year commencing
after a date to be specified, at a redemption price per share to be specified
together with an amount equal to all accrued and unpaid dividends thereon
(which shall not, if such Preferred Stock does not have a cumulative dividend,
include any accumulation in respect of unpaid dividends for prior dividend
periods) to the date of redemption. The redemption price may be payable in
cash or other property, as specified in the applicable Prospectus Supplement.
If the redemption price for Preferred Stock of any series is payable only from
the net proceeds of the issuance of capital stock of the Company, the terms of
such Preferred Stock may provide that, if no such capital stock shall have been
issued or to the extent the net proceeds from any issuance are insufficient to
pay in full the aggregate redemption price then due, such Preferred Stock shall
automatically and mandatorily be converted into shares of the applicable
capital stock of the Company pursuant to conversion provisions specified in the
applicable Prospectus Supplement.

So long as any dividends on shares of any series of the Preferred
Stock or any other series of preferred stock of the Company ranking on a parity
as to dividends and distribution of assets with such series of the Preferred
Stock are in arrears, no shares of any such series of the Preferred Stock or
such other series of Preferred Stock of the Company will be redeemed (whether
by mandatory or optional redemption) unless all such shares are simultaneously
redeemed, and the Company will not purchase or otherwise acquire any such
shares.

In the event that fewer than all of the outstanding shares of a series
of the Preferred Stock are to be redeemed, whether by mandatory or optional
redemption, the number of shares to be redeemed will be determined by lot or
pro rata (subject to rounding to avoid fractional shares) as may be determined
by the Company or by any other method as may be determined by the Company in
its sole discretion to be equitable. From and after the redemption date
(unless default shall be made by the Company in providing for the payment of
the redemption price plus accumulated and unpaid dividends, if any), dividends
shall cease to accumulate on the shares of the Preferred Stock called for
redemption and all rights of the holders thereof (except the right to receive
the redemption price plus accumulated and unpaid dividends, if any) shall
cease.

LIQUIDATION PREFERENCE

Upon any voluntary or involuntary liquidation, dissolution or winding
up of the affairs of the Company, then, before any distribution or payment
shall be made to the holders of any Junior Stock, the holders of each series of
Preferred Stock shall be entitled to receive out of assets of the Company
legally available for distribution to shareowners, liquidating distributions in
the amount of the liquidation preference per share (set forth in the applicable
Prospectus Supplement), plus an amount equal to all dividends accrued and
unpaid thereon (which shall not include any accumulation in respect of unpaid
dividends for prior dividend periods if such Preferred Stock does not have a
cumulative dividend). After payment of the full amount of the liquidating
distributions to which they are entitled, the holders of Preferred Stock will
have no right or claim to any of the remaining assets of the Company. In the
event that upon any such voluntary or involuntary liquidation, dissolution or
winding up, the available assets of the Company are insufficient to pay the
amount of the liquidating distributions on all outstanding shares of Preferred
Stock and the corresponding amounts payable on all shares of other classes or
series of capital stock of the Company ranking on a parity with the Preferred
Stock in the distribution of assets, then the

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<PAGE> 22

holders of the Preferred Stock and all other such classes or series of capital
stock shall share ratably in any such distribution of assets in proportion to
the full liquidating distributions to which they would otherwise be
respectively entitled.

If liquidating distributions shall have been made in full to all
holders of shares of Preferred Stock, the remaining assets of the Company shall
be distributed among the holders of Junior Stock, according to their respective
rights and preferences and in each case according to their respective number of
shares. For such purposes, the consolidation or merger of the Company with or
into any other corporation, or the sale, lease or conveyance of all or
substantially all of the property or business of the Company, shall not be
deemed to constitute a liquidation, dissolution or winding up of the Company.

VOTING RIGHTS

Except as indicated below or in a Prospectus Supplement relating to a
particular series of the Preferred Stock, or except as required by applicable
law, holders of the Preferred Stock will not be entitled to vote for any
purpose.

As described in "Description of Common Stock - Voting Rights", 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 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.

CONVERSION RIGHTS

The terms and conditions, if any, upon which shares of any series of
Preferred Stock are convertible into Common Stock will be set forth in the
applicable Prospectus Supplement relating thereto. Such terms will include the
number of shares of Common Stock into which the Preferred Stock is convertible,
the conversion price (or manner of calculation thereof), the conversion period,
provisions as to whether conversion will be at the option of the holders of the
Preferred Stock or the Company, the events requiring an adjustment of the
conversion price and provisions affecting conversion.

TRANSFER AGENT AND REGISTRAR

The Transfer Agent and Registrar for the Preferred Stock will be set
forth in the applicable Prospectus Supplement.

DESCRIPTION OF SECURITIES WARRANTS

The Company may issue Securities Warrants for the purchase of Common
Stock. Securities Warrants may be issued independently or together with any
other Securities offered by any Prospectus Supplement and may be attached to or
separate from such Securities. Each series of Securities Warrants will be
issued under a separate warrant agreement (each, a "Warrant Agreement") to be
entered into between the Company and a warrant agent specified in the
applicable Prospectus Supplement (the "Warrant Agent"). The Warrant Agent will
act solely as an agent of the Company in connection with the Securities
Warrants of such series and will not assume any obligation or relationship of
agency or trust for or with any holders or beneficial owners of Securities
Warrants. The following summaries of certain provisions of the Securities
Warrant Agreement and the Securities Warrants do not purport to be complete and
are subject to, and are qualified in their entirety by reference to, all the
provisions of the Securities Warrant Agreement and the Securities Warrant
certificates relating to each series of Securities Warrants which will be filed
with the Commission and incorporated by reference as an exhibit to the
Registration Statement of which this Prospectus is a part at or prior to the
time of the issuance of such series of Securities Warrants.

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<PAGE> 23

If Securities Warrants are offered, the applicable Prospectus
Supplement will describe the terms of such Securities Warrants, including the
following where applicable: (i) the offering price; (ii) the aggregate number
of shares purchasable upon exercise of such Securities Warrants, the exercise
price (iii) the date, if any, on and after which such Securities Warrants and
the Common Stock will be transferable separately; (iv) the date on which the
right to exercise such Securities Warrants shall commence and the Expiration
Date; (v) any special United States federal income tax consequences; and (vi)
any other material terms of such Securities Warrants.

Securities Warrant certificates may be exchanged for new Securities
Warrant certificates of different denominations, may (if in registered form) be
presented for registration of transfer, and may be exercised at the corporate
trust office of the Securities Warrant agent or any other office indicated in
the applicable Prospectus Supplement. Prior to the exercise of any Securities
Warrants to purchase Common Stock, holders of such Securities Warrants will not
have any rights of holders of Common Stock, including the right to receive
payments of dividends, if any, on such Common Stock, or to exercise any
applicable right to vote.

EXERCISE OF SECURITIES WARRANTS

Each Securities Warrant will entitle the holder thereof to purchase
such number of shares of Common Stock, at such exercise price as shall in each
case be set forth in, or calculable from, the Prospectus Supplement relating to
the offered Securities Warrants. After the close of business on the Expiration
Date (or such later date to which such Expiration Date may be extended by the
Company), unexercised Securities Warrants will become void.

Securities Warrants may be exercised by delivering to the Securities
Warrant Agent payment as provided in the applicable Prospectus Supplement of
the amount required to purchase the Common Stock purchasable upon such exercise
together with certain information set forth on the reverse side of the
Securities Warrant certificate. Securities Warrants will be deemed to have
been exercised upon receipt of payment of the exercise price, subject to the
receipt within five (5) business days, of the Securities Warrant certificate
evidencing such Securities Warrants. Upon receipt of such payment and the
Securities Warrant certificate properly completed and duly executed at the
corporate trust office of the Securities Warrant agent or any other office
indicated in the applicable Prospectus Supplement, the Company will, as soon as
practicable, issue and deliver the Common Stock purchasable upon such exercise.
If fewer than all of the Securities Warrants represented by such Securities
Warrant certificate are exercised, a new Securities Warrant certificate will be
issued for the remaining amount of Securities Warrants.

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<PAGE> 24

AMENDMENTS AND SUPPLEMENTS TO WARRANT AGREEMENT

The Warrant Agreements may be amended or supplemented without the
consent of the holders of the Securities Warrants issued thereunder to effect
changes that are not inconsistent with the provisions of the Securities
Warrants and that do not adversely affect the interests of the holders of the
Securities Warrants.

COMMON STOCK WARRANT ADJUSTMENTS

Unless otherwise indicated in the applicable Prospectus Supplement,
the exercise price of, and the number of shares of Common Stock covered by, a
Common Stock Warrant are subject to adjustment in certain events, including (i)
payment of a dividend on the Common Stock payable in capital stock and stock
splits, combinations or reclassification of the Common Stock; (ii) issuance to
all holders of Common Stock of rights or warrants to subscribe for or purchase
shares of Common Stock at less than their current market price (as defined in
the Warrant Agreement for such series of Securities Warrants); and (iii)
certain distributions of evidences of indebtedness or assets (including
securities but excluding cash dividends or distributions paid out of
consolidated earnings or retained earnings or dividends payable other than in
Common Stock) or of subscription rights and warrants (excluding those referred
to above).

No adjustment in the exercise price of, and the number of shares of
Common Stock covered by, a Common Stock Warrant will be made for regular
quarterly or other periodic or recurring cash dividends or distributions or for
cash dividends or distributions to the extent paid from consolidated earnings
or retained earnings. No adjustment will be required unless such adjustment
would require a change of at least 1% in the exercise price then in effect.
Except as stated above, the exercise price of, and the number of shares of
Common Stock covered by, a Common Stock Warrant will not be adjusted for the
issuance of Common Stock or any securities convertible into or exchangeable for
Common Stock, or carrying the right or option to purchase or otherwise acquire
the foregoing, in exchange for cash, other property or services.

In the event of any (i) consolidation or merger of the Company with or
into any entity (other than a consolidation or a merger that does not result in
any reclassification, conversion, exchange or cancellation of outstanding
shares of Common Stock); (ii) sale, transfer, lease or conveyance of all or
substantially all of the assets of the Company; or (iii) reclassification,
capital reorganization or change of the Common Stock (other than solely a
change in par value or from par value to no par value), then any holder of a
Common Stock Warrant will be entitled, on or after the occurrence of any such
event, to receive on exercise of such Common Stock Warrant the kind and amount
of shares of stock or other securities, cash or other property (or any
combination thereof) that the holder would have received had such holder
exercised such holder's Common Stock Warrant immediately prior to the
occurrence of such event. If the consideration to be received upon exercise of
the Common Stock Warrant following any such event consists of common stock of
the surviving entity, then from and after the occurrence of such event, the
exercise price of such Common Stock Warrant will be subject to the same
anti-dilution and other adjustments described in the second preceding
paragraph, applied as if such common stock were Common Stock.

PLAN OF DISTRIBUTION

The Company may sell the Securities to one or more underwriters for
public offering and sale by them or may sell the Securities to investors
directly or through agents. Direct sales to investors may be accomplished
through subscription rights distributed to the Company's shareowners. In
connection with the distribution of subscription rights to shareowners, if all
of the underlying Securities are not subscribed for, the Company may sell such
unsubscribed Securities directly to third parties or may engage the services of
an underwriter to sell such unsubscribed Securities to third parties. Any
underwriter or agent involved in the offer and sale of the Securities will be
named in the applicable Prospectus Supplement.
The distribution of the Securities may be effected from time to time
in one or more transactions at a fixed price or prices, or at prices related to
the prevailing market prices at the time of sale or at negotiated prices (any
of which may represent a discount from the prevailing market prices). The
Company also may, from time to time, authorize underwriters acting as the
Company's agents to offer and sell the Securities upon the terms and conditions
as are set

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<PAGE> 25

forth in the applicable Prospectus Supplement. In connection with the sale of
Securities, underwriters may be deemed to have received compensation from the
Company in the form of underwriting discounts or commissions and may also
receive commissions from purchasers of Securities for whom they may act as
agent. Underwriters may sell Securities to or through dealers, and such
dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agent.

Any underwriting compensation paid by the Company to underwriters or
agents in connection with the offering of Securities, and any discounts,
concessions or commissions allowed by underwriters to participating dealers,
will be set forth in the applicable Prospectus Supplement. Underwriters,
dealers and agents participating in the distribution of the Securities may be
deemed to be underwriters, and any discounts and commissions received by them
and any profit realized by them on resale of the Securities may be deemed to be
underwriting discounts and commissions, under the Securities Act.
Underwriters, dealers and agents may be entitled, under agreements entered into
with the Company, to indemnification against and contribution toward certain
civil liabilities, including liabilities under the Securities Act.

If so indicated in the applicable Prospectus Supplement, the Company
will authorize dealers acting as the Company's agents to solicit offers by
certain institutions to purchase Securities from the Company at the public
offering price set forth in such Prospectus Supplement pursuant to Delayed
Delivery Contracts ("Contracts") providing for payment and delivery on the date
or dates stated in such Prospectus Supplement. Each Contract will be for an
amount not less than, and the aggregate principal amount of Securities sold
pursuant to Contracts shall be not less nor more than, the respective amounts
stated in the applicable Prospectus Supplement. Institutions with whom
Contracts, when authorized, may be made include commercial and savings banks,
insurance companies, pension funds, investment companies, educational and
charitable institutions, and other institutions but will in all cases be
subject to the approval of the Company. Contracts will not be subject to any
conditions except (i) the purchase by an institution of the Securities covered
by its Contracts shall not at the time of delivery be prohibited under the laws
of any jurisdiction in the United States to which such institution is subject;
and (ii) if the Securities are being sold to underwriters, the Company shall
have sold to such underwriters the total principal amount of the Securities
less the principal amount thereof covered by the Contracts.

Certain of the underwriters and their affiliates may be customers of,
engage in transactions with and perform services for the Company and its
Subsidiaries in the ordinary course of business.

LEGAL MATTERS

The legality of the Debt Securities, the Preferred Stock, the Common
Stock and the Securities Warrants offered hereby will be passed upon for the
Company by Helen A. Zamboni, Esq., Corporate Counsel of the Company.
EXPERTS

The consolidated financial statements and consolidated financial
statement schedule incorporated in this Prospectus by reference to the
Company's Annual Report on Form 10-K for the year ended December 31, 1994, and
the audited historical financial statements included on pages 23-57 of the
Company's Form 8-K dated November 14, 1995 have been audited by Price
Waterhouse LLP, independent accountants, except as they relate to ALC
Communications Corporation, and insofar as they relate to ALC Communications
Corporation, by Ernst & Young LLP, independent accountants, whose reports
therein are incorporated by reference to the Company's Form 8-K dated November
14, 1995. Such financial statements have been so included in reliance on the
reports of such independent accountants given on the authority of such firms as
experts in auditing and accounting.

- 23 -
<PAGE> 26

No dealer, salesperson or other individual has been authorized to
give any information or to make any representations not contained or
incorporated by reference in this Prospectus in connection with any
offering to be made by the Prospectus. If given or made, such information
or representations must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, the Securities, in any jurisdiction where,
or to any person to whom, it is unlawful to make such offer or
solicitation. Neither the delivery of this Prospectus nor any offer or sale
made hereunder shall, under any circumstance, create an implication that
there has been no change in the facts set forth in this Prospectus or in
the affairs of the Company since the date hereof.

TABLE OF CONTENTS

PROSPECTUS
Page
----

Available Information . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents
by Reference . . . . . . . . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . . . . 4
Risk Factors . . . . . . . . . . . . . . . . . . . . 4
Use of Proceeds . . . . . . . . . . . . . . . . . . . 4
Ratios of Earnings to Fixed Charges . . . . . . . . . 5
Description of Debt Securities . . . . . . . . . . . 5
Capital Stock Structure . . . . . . . . . . . . . . 15
Description of Common Stock . . . . . . . . . . . . 15
Description of Preferred Stock . . . . . . . . . . 17
Description of Securities Warrants . . . . . . . . 20
Plan of Distribution . . . . . . . . . . . . . . . 22
Legal Matters . . . . . . . . . . . . . . . . . . . 23
Experts . . . . . . . . . . . . . . . . . . . . . . 23

FRONTIER CORPORATION

$500,000,000
--------------
PROSPECTUS

January 26, 1996

<PAGE> 27

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the estimated expenses to be incurred
in connection with the issuance and distribution of the securities being
registered.
<TABLE>
<S> <C>
Registration Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $172,414
Fees of Rating Agencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75,000*
Printing and Duplicating Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70,000*
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000*
Accounting Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,000*
NASD Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000*
Blue Sky Fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,000*
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000
--------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $637,414
</TABLE>
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company's bylaws authorize the Company to obligate itself to
indemnify its present and former directors and officers and to pay or reimburse
expenses for such individuals in advance of the final disposition of a
proceeding to the maximum extent permitted from time to time by the New York
Business Corporation Law (the "NYBCL"). The NYBCL permits a corporation to
indemnify its present and former directors and officers to whatever extent
shall be authorized by a corporation's certificate of incorporation or a bylaw
or vote adopted by the shareholders.

The NYBCL does not permit indemnification with respect to any matter
as to which the director or officer has been adjudicated not to have acted in
good faith in the reasonable belief that his action was in the best interest of
the corporation. In addition, the NYBCL provides that no indemnification of
directors in shareholder derivative suits may be made in respect of (1) a
threatened action, or a pending action which is settled or otherwise disposed
of, or (ii) any claim, issue or matter as to which the director or officer has
been adjudged to be liable to the corporation, unless only to the extent that
the court in which the was brought or, if no action is brought, any court of
competent jurisdiction, determines upon application that, in view of the
circumstances of the case, the director or officer is fairly and reasonably
entitled to indemnity for such portion of the settlement amount and expenses as
the court deems proper. The statutory provisions for indemnification and
advancement of expenses are not exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled
independently of the applicable statutory provision.

The NYBCL permits a corporation to limit or eliminate a director's
personal liability to the corporation or the holders of its capital stock for
breach of duty. The Company's Charter contains a provision providing for
elimination of the liability of its directors to the maximum extent permitted
by New York law. This limitation is generally unavailable for acts or
omissions by a director which were (i) in bad faith, (ii) involved intentional
misconduct or a knowing violation of law or (iii) involved a financial profit
or other advantage to which such director was not legally entitled. The NYBCL
also prohibits limitations on director liability for acts or omissions which
resulted in a violation of a statute prohibiting certain dividend declarations,
certain payments to shareholders after dissolution and particular types of
loans.

II-1
<PAGE> 28
ITEM 16. EXHIBITS

<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
****4.1 Form of Senior Debt Indenture

****4.2 Form of Subordinated Debt Indenture

****4.3 The Company's Amended and Restated Certificate of Incorporation

****4.4 Certificate of Amendment of the Company's Restated Certificate
of Incorporation.

**4.5 Form of Certificate of Amendment to Certificate of Incorporation for
Preferred Stock

**4.6 Form of Debt Security

**4.7 Form of Securities Warranty Agreement

****5.1 Opinion of Helen A. Zamboni, Esq. as to legality of securities

****12.1 Calculation of Ratios of Earnings to Fixed Charges

*23.1 Consent of Price Waterhouse LLP, independent accountants

*23.2 Consent of Ernst & Young LLP, independent accountants

****23.3 Consent of Helen A. Zamboni, Esq. (included in Exhibit 5.1)

****24.1 Powers of Attorney

****24.2 Resolution of the Company's Board of Directors authorizing signature
of registration statement

***25.1 Statement of Eligibility of Trustee on Form T-1 (filed under
separate cover)
</TABLE>

*Filed herewith

**To be filed by amendment or incorporated by reference in connection
with the offering of the Securities.

***To be filed by amendment.

****Previously filed.

ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in this registration statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value securities offered would not exceed that
which was registered) and any deviation from the low
or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price set forth
in the "Calculation of Registration Fee" table set
forth in this registration statement; and

(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
this registration statement or any material change to
such information in this registration statement;

provided, however, that subparagraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
registration statement.

II-2
<PAGE> 29

(2) 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 herein, and
the offering of such Securities at that time shall be deemed to be the initial
bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the Securities being registered which remain unsold at the
termination of the offering.

The undersigned Registrant hereby undertakes that, for the 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 this
registration statement shall be deemed to be a new registration statement
relating to the Securities offered herein, and the offering of such Securities
at that time shall be deemed to be the initial bona fide offering thereof; and
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 described under Item 15 above 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 against the registrant 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.

The undersigned Registrant hereby undertakes that for the purpose of
determining any liability under the Securities Act of 1933, the information
omitted from the form of prospectus filed as part of this Registration
Statement in reliance upon Rule 430A and contained in a form of prospectus
filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed a part of this Registration Statement as of the
time it was declared effect.

The undersigned Registrant hereby undertakes, in connection with
securities to be offered pursuant to warrants, to supplement the prospectus,
after the expiration of the subscription period, to set forth the results of
the subscription offer, the transactions by the underwriters during the
subscription period, the amount of unsubscribed securities to be purchased by
the underwriters, and the terms of any subsequent reoffering thereof. If any
public offering by the underwriters is to be made on terms differing from those
set forth on the cover page of the prospectus, a post-effective amendment will
be filed to set forth the terms of such offering.

The undersigned Registrant hereby undertakes to file an application
for purposes of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by the Commission under Section 305(b)(2) of
the Act.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-3 and has duly caused this Amendment
No. 2 to Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Rochester, New York on January 26, 1996.

FRONTIER CORPORATION,
a New York business corporation

By:/s/ Josephine S. Trubek
----------------------------
Josephine S. Trubek, as
attorney-in-fact for Ronald
L. Bittner, Chairman of the
Board of Directors and
Chief Executive Officer

II-3
<PAGE> 30

Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 2 to Registration Statement has been signed by the following
persons in the capacities and on the date indicated.

<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
Ronald L. Bittner* Chairman of the Board of Directors, January 26, 1996
---------------------------------- Chief Executive Officer, and
Ronald L. Bittner Director

/s/ Marvin C. Moses Vice Chairman Chief Financial January 26, 1996
---------------------------------- Officer (principal financial officer),
Marvin C. Moses and director

Richard A. Smith* Controller (principal accounting January 26, 1996
---------------------------------- officer)
Richard A. Smith

Patricia C. Barron* Director January 26, 1996
----------------------------------
Patricia C. Barron

Raul E. Cesan* Director January 26, 1996
----------------------------------
Raul E. Cesan

Brenda E. Egerton* Director January 26, 1996
----------------------------------
Brenda E. Egerton

Michael E. Faherty* Director January 26, 1996
----------------------------------
Michael E. Faherty

Daniel E. Gill* Director January 26, 1996
----------------------------------
Daniel E. Gill

Alan C. Hasselwander* Director January 26, 1996
----------------------------------
Alan C. Hasselwander

Douglas H. McCorkindale* Director January 26, 1996
----------------------------------
Douglas H. McCorkindale

Leo J. Thomas* Director January 26, 1996
----------------------------------
Leo J. Thomas

Richard J. Uhl* Director January 26, 1996
----------------------------------
Richard J. Uhl

Director January , 1996
----------------------------------
Jairo A Estrada

Director January , 1996
----------------------------------
Robert E. Holland, Jr.

*By: /s/ Josephine S. Trubek
------------------------------
Josephine S. Trubek
Attorney-in-fact
</TABLE>

II-4
<PAGE> 31

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
****4.1 Form of Senior Debt Indenture

****4.2 Form of Subordinated Debt Indenture

****4.3 The Company's Amended and Restated Certificate of Incorporation

****4.4 Certificate of Amendment of the Company's Restated Certificate
of Incorporation.

**4.5 Form of Certificate of Amendment to Certificate of Incorporation for
Preferred Stock

**4.6 Form of Debt Security

**4.7 Form of Securities Warranty Agreement

****5.1 Opinion of Helen A. Zamboni, Esq. as to legality of securities

****12.1 Calculation of Ratios of Earnings to Fixed Charges

*23.1 Consent of Price Waterhouse LLP, independent accountants

*23.2 Consent of Ernst & Young LLP, independent accountants

****23.3 Consent of Helen A. Zamboni, Esq. (included in Exhibit 5.1)

****24.1 Powers of Attorney

****24.2 Resolution of the Company's Board of Directors authorizing signature
of registration statement

***25.1 Statement of Eligibility of Trustee on Form T-1 (filed under
separate cover)
</TABLE>

*Filed herewith

**To be filed by amendment or incorporated by reference in connection
with the offering of the Securities.

***To be filed by amendment.

****Previously filed.

II-5

<PAGE> 1

EXHIBIT 23.1

Consent of Independent Accountants

We hereby consent to the incorporation by reference in the Prospectus

constituting part of this Registration Statement on Form S-3 of Frontier

Corporation of our report dated January 16, 1995, which appears on page 28 of

the 1994 Proxy Statement - Financial Review of Frontier Corporation, which is

incorporated by reference in its Annual Report on Form 10-K and Form 10-K/A for

the year ended December 31, 1994. We also consent to the incorporation by

reference of our report on the Financial Statement Schedule, which appears on

page 36 of such Annual Report on Form 10-K. We also consent to the

incorporation by reference of our report on the supplementary consolidated

financial statements which give retroactive effect to the acquisition by

Frontier Corporation of American Sharecom, Inc. which constitutes part of the

Frontier Corporation Current Report on Form 8-K dated April 12, 1995. We also

consent to the incorporation by reference of our report on the supplementary

consolidated financial statements which give retroactive effect to the merger

of Frontier Corporation with ALC Communications Corporation which constitutes

part of the Frontier Corporation Current Report on Form 8-K dated November 14,

1995. We also consent to the reference to us under the heading "Experts" in

such Prospectus.

PRICE WATERHOUSE LLP

Rochester, New York
January 26, 1996

<PAGE> 1

Exhibit 23.2

[ERNST & YOUNG LLP LETTERHEAD]

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the reference to our firm under the caption "Experts" and to the
incorporation by reference in the Registration Statement on Form S-3 (File No.
33-64307) and the related Prospectus of Frontier Corporation of our reports
dated January 20, 1995 and January 25, 1994 with respect to the consolidated
financial statements of ALC Communications Corporation and subsidiary which are
included in the Form 10-K's of ALC Communications Corporation filed with the
Securities and Exchange Commission on March 24, 1995 and March 30, 1994,
respectively, which Form 10-K's are incorporated by reference in the Current
Report on Form 8-K of Frontier Corporation dated November 14, 1995.

/s/ Ernst & Young LLP

Detroit, Michigan
January 22, 1996