<PAGE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of
The Securities Exchange Act of 1934
For the year ended December 31, 1995
and for the period March 1, 1994 to
December 31, 1994
Commission File Number 1-4166
FRONTIER CORPORATION
EMPLOYEES'
RETIREMENT SAVINGS PLAN
(Full name of plan)
FRONTIER CORPORATION
(Name of issuer of securities
held pursuant to the plan)
180 South Clinton Avenue
Rochester, New York 14646-0700
(Address of principal executive offices)
REQUIRED INFORMATION
In accordance with the applicable provisions of Article 6A
of Regulation S-X, the following financial statements are filed
as part of this Report.
Report of Independent Accountants
Statements of Net Assets Available for Benefits with
Fund information at December 31, 1995 and 1994
Statement of Changes in Net Assets Available for Benefits
with Fund Information for the year ended December 31, 1995
Notes to Financial Statements
Schedule of Assets Held for Investment
Schedule of Reportable Transactions
The following exhibit is filed as part of this Report.
Consent of Independent Accountants
<PAGE>
<PAGE>
FRONTIER CORPORATION
EMPLOYEES' RETIREMENT SAVINGS PLAN
Financial Statements
For the year ended December 31, 1995
and for the period March 1, 1994 to
December 31, 1994
<PAGE>
<PAGE>
FRONTIER CORPORATION
EMPLOYEES' RETIREMENT SAVINGS PLAN
Index to Financial Statements Page 1
- ----------------------------------------------------------------------
Report of Independent Accountants Page 2
Statements of Net Assets Available for Benefits with
Fund Information at December 31, 1995 and 1994 Pages 3 - 4
Statement of Changes in Net Assets Available for Benefits
with Fund Information for the year ended December 31, 1995 Page 5
Notes to Financial Statements Pages 6 - 9
Schedule of Assets Held for Investment Schedule I
Schedule of Reportable Transactions Schedule II
<PAGE>
<PAGE>
Report of Independent Accountants
April 5, 1996
To the Participants and Administrator of the
Frontier Corporation Employees' Retirement
Savings Plan
In our opinion, the accompanying statements of net
assets available for benefits, and the related
statement of changes in net assets available for
benefits present fairly, in all material respects,
the net assets available for benefits of the Frontier
Corporation Employees' Retirement Savings Plan
at December 31, 1995 and 1994, and the
changes in net assets available for benefits for the
year ended December 31, 1995, in conformity
with generally accepted accounting principles.
These financial statements are the responsibility
of the Plan's management; our responsibility is to
express an opinion on these financial statements
based on our audits. We conducted our audits of
these statements in accordance with generally
accepted auditing standards which require that
we plan and perform the audit to obtain
reasonable assurance about whether the financial
statements are free of material misstatement. An
audit includes examining, on a test basis,
evidence supporting the amounts and disclosures
in the financial statements, assessing the
accounting principles used and significant
estimates made by management, and evaluating
the overall financial statement presentation. We
believe that our audits provide a reasonable basis
for the opinion expressed above.
Our audits were made for the purpose of forming
an opinion on the basic financial statements taken
as a whole. The additional information included in
Schedules I and II is presented for purposes of
additional analysis and is not a required part of
the basic financial statements but is additional
information required by the Employee Retirement
Income Security Act of 1974 ("ERISA"). Such
information has been subjected to the auditing
procedures applied in the audit of the basic
financial statements and, in our opinion, is fairly
stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
<PAGE>
<PAGE>
<TABLE>
FRONTIER CORPORATION
EMPLOYEES' RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR
BENEFITS WITH FUND INFORMATION
December 31, 1995
---------------------------------------------------------
Fund A Fund B Fund C Fund D Fund E
<S> <C> <C> <C> <C> <C>
Assets
Investments, at fair value:
Cash $ 279,621
Registered investment companies -
Putnam Income Fund $10,440,252
Putnam Global Growth Fund $10,331,789
Putnam Voyager Fund $19,464,217
Laurel S & P 500 Index Fund $11,579,483
Frontier Corporation Common Stock
Other assets
Participant loans
Investments, at contract value:
Principal Mutual Life Insurance Company 4,924,240
New York Life Insurance Company 6,073,385
Prudential Insurance Company of America 6,502,977
John Hancock Mutual Life Insurance Company 8,804,135
Metropolitan Life Insurance Company 4,093,332
CNA Life Insurance Company 1,830,665
Peoples Security Life Insurance Company 4,753,057
Allstate Life Insurance Company 2,487,474
---------- ---------- ---------- ---------- ----------
Total investments 10,440,252 10,331,789 19,464,217 39,748,886 11,579,483
---------- ---------- ---------- ---------- ----------
Receivables:
Participants' contributions
Employer's contributions
Total receivables
Total assets 10,440,252 10,331,789 19,464,217 39,748,886 11,579,483
---------- ---------- ---------- ---------- ----------
Net assets available
for benefits $10,440,252 $10,331,789 $19,464,217 $39,748,886 $11,579,483
=========== =========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements.
<PAGE>
<PAGE>
STATEMENT OF NET ASSETS AVAILABLE FOR
BENEFITS WITH FUND INFORMATION
(cont'd.)
December 31, 1995
---------------------------------------------------------
Participant
Fund F Fund G Loans Other Total
<S> <C> <C> <C> <C> <C>
Assets
Investments, at fair value:
Cash $ 279,621
Registered investment companies -
Putnam Income Fund 10,440,252
Putnam Global Growth Fund 10,331,789
Putnam Voyager Fund 19,464,217
Laurel S & P 500 Index Fund 11,579,483
Frontier Corporation Common Stock $47,097,500 47,097,500
Other assets $ 52,102 52,102
Participant loans $4,845,436 4,845,436
Investments, at contract value:
Principal Mutual Life Insurance Company 4,924,240
New York Life Insurance Company 6,073,385
Prudential Insurance Company of America 6,502,977
John Hancock Mutual Life Insurance Company 8,804,135
Metropolitan Life Insurance Company 4,093,332
CNA Life Insurance Company 1,830,665
Peoples Security Life Insurance Company 4,753,057
Allstate Life Insurance Company ---------- ------- -------- ---------- ----------- 2,487,474
Total investments 47,097,500 52,102 4,845,436 143,559,665
---------- ------- --------- --------- -----------
Receivables:
Participants' contributions $ 801,656 801,656
Employer's contributions 655,619 655,619
--------- ----------
Total receivables 1,457,275 1,457,275
--------- ----------
Total assets 47,097,500 52,102 4,845,436 1,457,275 145,016,940
---------- ------- --------- --------- -----------
Net assets available for benefits $47,097,500 $52,102 $4,845,436 $1,457,275 $145,016,940
========== ======= ========= ========= ===========
The accompanying notes are an integral part of these financial statements.
<PAGE>
<PAGE>
FRONTIER CORPORATION
EMPLOYEES' RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1994
--------------------------------------------------------------
Fund A Fund B Fund C Fund D Fund E
<S> <C> <C> <C> <C> <C>
Assets
Investments, at fair value:
Cash $ 255,484
Registered investment companies -
Putnam Income Fund $8,725,734
Putnam Global Growth Fund $8,117,281
Putnam Voyager Fund $10,507,588
Laurel S & P 500 Index Fund $6,852,588
Frontier Corporation Common Stock
Participant loans
Investments, at contract value:
Principal Mutual Life Insurance Company 5,476,389
New York Life Insurance Company 5,895,273
Prudential Insurance Company of America 6,222,976
John Hancock Mutual Life Insurance Company 12,297,770
Metropolitan Life Insurance Company 3,979,749
CNA Life Insurance Company 1,055,269
Peoples Security Life Insurance Company 2,180,306
Receivable from other plans 634,616
--------- --------- ---------- ---------- ---------
Total investments 8,725,734 8,117,281 10,507,588 37,997,832 6,852,588
--------- --------- ---------- ----------- ---------
Total assets 8,725,734 8,117,281 10,507,588 37,997,832 6,852,588
--------- --------- ---------- ----------- ---------
Net assets available for benefits $8,725,734 $8,117,281 $10,507,588 $37,997,832 $6,852,588
========= ========= ========== ========== =========
The accompanying notes are an integral part of these financial statements.
<PAGE>
<PAGE>
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
(cont'd.)
December 31, 1994
---------------------------------------
Participant
Fund F Loans Total
<S> <C> <C> <C>
Assets
Investments, at fair value:
Cash $ 255,484
Registered investment companies -
Putnam Income Fund 8,725,734
Putnam Global Growth Fund 8,117,281
Putnam Voyager Fund 10,507,588
Laurel S & P 500 Index Fund 6,852,588
Frontier Corporation Common Stock $29,103,993 29,103,993
Participant loans $4,217,052 4,217,052
Investments, at contract value:
Principal Mutual Life Insurance Company 5,476,389
New York Life Insurance Company 5,895,273
Prudential Insurance Company of America 6,222,976
John Hancock Mutual Life Insurance Company 12,297,770
Metropolitan Life Insurance Company 3,979,749
CNA Life Insurance Company 1,055,269
Peoples Security Life Insurance Company 2,180,306
Receivable from other plans 634,616
---------- --------- -----------
Total investments 29,103,993 4,217,052 105,522,068
---------- --------- -----------
Total assets 29,103,993 4,217,052 105,522,068
---------- --------- -----------
Net assets available for benefits $29,103,993 $4,217,052 $105,522,068
=========== ========== ============
The accompanying notes are an integral part of these financial statements.
<PAGE>
<PAGE>
FRONTIER CORPORATION
EMPLOYEES' RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
Year ended December 31, 1995
-----------------------------------------------------------------
Fund A Fund B Fund C Fund D Fund E
<S> <C> <C> <C> <C> <C>
Additions
Additions to net assets attributed to:
Investment income -
Interest and dividends $ 675,372 $ 567,516 $ 1,020,889 $ 2,535,534 $ 54
Realized gains 46,629 46,792 379,735 325,091
Net appreciation in fair value
of investments 916,480 407,242 2,722,664 1,499,060
Participant loan interest income
Other income 7,400 1,324 5,461 16,260 4,686
Contributions -
Participants' contributions 1,355,201 2,177,550 3,758,036 6,294,300 3,747,488
Employer's contributions
----------- ---------- ---------- ---------- ----------
Total additions 3,001,082 3,200,424 7,886,785 8,846,094 5,576,379
----------- ---------- ---------- ---------- ----------
Deductions
Deductions from net assets attributed to:
Benefits paid to participants 885,360 929,051 1,284,869 4,822,152 921,299
Other expense 1,996 735 1,697 8,115 1,187
----------- ---------- --------- ---------- ----------
Total deductions 887,356 929,786 1,286,566 4,830,267 922,486
----------- ---------- --------- ---------- ----------
Net increase prior to interfund
transfers 2,113,726 2,270,638 6,600,219 4,015,827 4,653,893
Interfund transfers (399,208) (56,130) 2,356,410 (2,264,773) 73,002
----------- ---------- --------- ---------- ---------
Net increase 1,714,518 2,214,508 8,956,629 1,751,054 4,726,895
Net assets available for benefits:
Beginning of year 8,725,734 8,117,281 10,507,588 37,997,832 6,852,588
----------- ---------- --------- ---------- ---------
End of year $10,440,252 $10,331,789 $19,464,217 $39,748,886 $11,579,483
=========== =========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements.
<PAGE>
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
(cont'd.)
Year ended December 31, 1995
-------------------------------------------------------------
Participant
Fund F Fund G Loans Other Total
<S> <C> <C> <C> <C> <C>
Additions
Additions to net assets attributed to:
Investment income -
Interest and dividends $ 1,205,123 $ 6,004,488
Realized gains 389,834 1,188,081
Net appreciation in fair value
of investments 12,985,490 18,530,936
Participant loan interest income $ 283,709 283,709
Other income 37,901 7,653 80,685
Contributions -
Participants' contributions 1,988,926 337,248 $ 801,656 20,460,405
Employer's contributions 3,062,766 655,619 3,718,385
---------- -------- --------- ---------- ----------
Total additions 19,670,040 628,610 1,457,275 50,266,689
---------- -------- --------- ---------- ----------
Deductions
Deductions from net assets attributed to:
Benefits paid to participants 1,606,431 288,819 10,737,981
Other expense 7,389 12,717 33,836
---------- -------- --------- ---------- ----------
Total deductions 1,613,820 301,536 10,771,817
---------- -------- --------- ---------- ----------
Net increase prior to interfund
transfers 18,056,220 327,074 1,457,275 39,494,872
Interfund transfers (62,713) $52,102 301,310 -0- -0-
---------- -------- --------- ---------- ----------
Net increase 17,993,507 52,102 628,384 1,457,275 39,494,872
Net assets available for benefits:
Beginning of year 29,103,993 -0- 4,217,052 -0- 105,522,068
---------- -------- --------- ---------- -----------
End of year $47,097,500 $52,102 $4,845,436 $1,457,275 $145,016,940
=========== ======= ========== ========== ============
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<PAGE>
NOTE 1 - DESCRIPTION OF THE PLAN
The Frontier Corporation Employees' Retirement Savings Plan (the
"Plan") is a defined contribution plan established by the Board of
Directors of Frontier Corporation (the "Company") effective March 1,
1994. The Plan is subject to the applicable provisions of the
Employee Retirement Income Security Act of 1974 (ERISA). The Plan
provides participants the option of having their basic and supplemental
contributions to the Plan made on a salary reduction basis and on a
deferred tax basis.
The Plan began on March 1, 1994, as a result of the merger of the
following former plans: Rochester Telephone Corporation Management
Investment and Savings Plan Including Management Optional Salary
Treatment Plan, Rochester Telephone Corporation Subsidiary 401(k)
Plan, Vista Telephone Company Retirement Savings Plan, Retirement
Savings Plan Program for Rochester Telephone Corporation Subsidiary
Companies, Seneca-Gorham Telephone Corporation Retirement Savings
Plan, Thorntown Telephone Company 401(k) Plan, Retirement Savings
Plan for Affiliated Companies of Rochester Telephone Corporation,
Southland Telephone Company 401(k) Plan and Mid-Atlantic Telephone
Company 401(k) Plan. The net assets of these plans were transferred
into the Frontier Corporation Employees' Retirement Savings Plan
as of March 1, 1994.
During Plan year end December 31, 1995, the following plans merged
into the Frontier Corporation Employees' Retirement Savings Plan:
CC&S Systems Inc. 401(k) Plan, Orion Telephone Profit Sharing Plan,
RCI Long Distance, New England, Inc. 401(k) Profit Sharing Plan,
Illinois Group Office Workers' Retirement Plan, and the American
Sharecom Savings Plan. Net assets of $11,522,740 were transferred
from these plans during Plan year end December 31, 1995 and are
included as participants' contributions in the statement of changes
in net assets available for benefits with fund information.
The principal provisions of the Plan are described below and are
provided for general information purposes only. Participants should
refer to the Plan document for a more complete description of the
Plan's provisions.
Participation
Certain management and nonmanagement employees are eligible to
participate in the Plan upon employment date.
Administration
The Plan is administered by the Company's Employees' Benefit
Committee whose members are appointed by the Company's Board of
Directors. The Trustee of the Plan is Putnam Fiduciary Trust Company.
Funding policy
Upon enrollment in the Plan, a participant may direct contributions
into any of six investment options.
<PAGE>
<PAGE>
Fund A - Putnam Income Fund - Funds are primarily invested
in Corporate bonds and U.S. government and
agency obligations.
Fund B - Putnam Global Growth Fund - Funds are primarily
invested in foreign and domestic common stocks.
Fund C - Putnam Voyager Fund - Funds are invested in
emerging growth companies and opportunity
stocks.
Fund D - Stable Value Fund - Funds are invested in
guaranteed investment contracts issued by major
insurance companies. The guaranteed rates of
interest ranged from 5.16% to 8.53% at December
31, 1995 and 1994.
Fund E - Laurel S & P 500 Index Fund - Funds are primarily
invested in stocks that comprise the S & P 500
Index.
Fund F - Frontier Corporation Common Stock - Funds are
invested in common stock of Frontier Corporation.
Fund G - Pending Fund - This Fund represents a "holding"
fund created by Putnam Fiduciary Trust Company
for funds that have been transferred in from other
plans that have not yet been allocated to Funds A-F.
The shares of stock in Fund F are qualified employer securities as
defined by ERISA. Each individual's investment in these funds is
recorded in his or her account on a per share basis. All other funds
are tracked on a dollar value basis with each funds activity allocated
to participants on a pro rata basis. Therefore the plan does not
record activity on a unit value basis.
The Plan provides that each participant may voluntarily make
contributions through a salary reduction agreement for whatever
whole percentage a participant chooses, up to a maximum of 16%,
subject to maximum contributions imposed by the Internal Revenue
Code under Section 401(k).
Individual accounts which record the participants' contributions,
the earnings on all contributions and the amount of the
participant's interest in each fund are maintained for each
participant. The participants' contributions during a month are
allocated directly to their individual account when contributions
are received by the Trustee. Participants have the option to
invest their contributions in any of the funds and may change
their allocation between funds at any time.
<PAGE>
<PAGE>
Employer matching contributions equal 75% of participant
contributions, up to the first 6% of compensation. All employer
contributions will be invested initially in the Fund F. All
amounts invested in this Fund must remain for five years after
which time the participant may elect to transfer the amounts to
any of the other funds or retain the amounts in this Fund.
Vesting
Participants are immediately 100% vested in their voluntary
contributions and actual earnings thereon. Effective January 1,
1996, the Plan changed its vesting period for Company
contributions from six months of credited service to immediate.
Prior to this change, forfeited nonvested accounts are used to
reduce future employer contributions.
Payment of benefits
Upon termination of service, a participant may elect to receive
either a lump-sum amount equal to the value of his or her account,
or a participant may elect to receive installments over a period
not to exceed 20 years.
Individual participant loans
Participant loans cannot exceed the lesser of 50% of the vested
amounts in the participant's account or $50,000. A participant
may only have two loans outstanding and they are treated as directed
investments by the borrower with respect to his or her account.
The Company's Employee Benefit Committee establishes the interest
rate for borrowings based on commercial rates for similar loans.
Interest paid on the loan is credited to the borrower's account
and the participant does not share in the income of the Plan's
assets with respect to the amounts outstanding. Loans have a term
of no more than five years except that a loan may be granted for
a period not to exceed 25 years if the proceeds are used to purchase
the participant's principal residence. During the Plan year
ended December 31, 1995, $2,384,161 in loans were disbursed and
principal repayments of $1,754,957 were made.
Plan termination
Although it has not expressed any intent to do so, the Company
reserves the right under the Plan to discontinue its contributions
and/or to terminate the Plan at any time. Upon termination, all
amounts funded shall become nonforfeitable and shall be provided
for and paid from the Plan's trust in accordance with the order
priority set forth in Section 4044 of ERISA. In the event of Plan
termination, participants will become 100% vested in their accounts.
The Plan is not a defined benefit plan and, accordingly, Plan
benefits are not guaranteed by the Pension Benefit Guaranty
Corporation.
<PAGE>
<PAGE>
The Plan's holdings of Frontier Corporation common stock and three
Putnam Investment, Inc., registered investment company funds are
party-in-interest investments.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
The financial statements have been prepared on the accrual basis
of accounting.
Contributions and benefits paid
Contributions are recorded by the Plan when withheld from employees
and accrued by the Company. Benefits to participants are recorded
by the Plan when a request for disbursement is received from the
employee.
The Plan's distributions are paid in cash. Purchases and sales of
securities are recorded on the trade date.
Administrative expenses
Expenses associated with the Plan are paid by the Company.
Valuation of investment assets
The Plan's interest in registered investment companies and employer
securities is stated at fair value, measured by the quoted market
price. Adjustments for unrealized appreciation or depreciation of
such values are included in the operating results of the Plan.
Funds invested in guaranteed investment contracts are stated at
contract value, measured as cost plus earned interest income.
Contract value approximates fair market value at December 31,
1995 and 1994.
NOTE 3 - PARTICIPANT ACCOUNTS
As of December 31, 1995 and 1994, the Plan held 1,569,917 and
1,377,704 shares of Frontier Corporation common stock at a fair
value market value for $47,097,500 and $29,103,993, respectively.
Of these shares, 127,681 were contributed by the Company during
the Plan year ended December 31, 1995, as the Company's matching
contribution. During the Plan year ended December 31, 1995,
20,782 shares of Frontier Corporation common stock were distributed
to participants.
NOTE 4 - FEDERAL INCOME TAX STATUS
The Plan Administrator has received a favorable determination
letter from the Internal Revenue Service covering the Plan as
amended through February 2, 1995 stating that the Plan, as designed,
is a qualified plan in accordance with Section 401(a) of the Internal
Revenue Code and its corresponding trust is exempt from taxation
under Section 501(a) of the Code. The Plan Administrator believes
the Plan is being operated as designed and, therefore, maintains
its tax-qualified status.
<PAGE>
<PAGE>
<TABLE>
FRONTIER CORPORATION
EMPLOYEES' RETIREMENT SAVINGS PLAN
Schedule of Assets Held for Investments Schedule I
- ------------------------------------------------------------------------------
Current
Number value at
of December 31,
Description/Issuer shares Cost 1995
<S>
Cash $ 279,621 $ 279,621
---------- -----------
Interests in Registered Investment Companies:
* Putnam Income Fund 1,444,018 9,523,772 10,440,252
* Putnam Global Growth Fund 1,034,213 9,924,546 10,331,789
* Putnam Voyager Fund 1,276,342 16,741,553 19,464,217
Laurel S & P 500 Index Fund 834,257 10,080,423 11,579,483
---------- ----------
Total interests in registered
investment companies 46,270,294 51,815,741
---------- ----------
Common Stock:
* Frontier Corporation 1,569,917 34,112,009 47,097,500
---------- ----------
Total common stock 34,112,009 47,097,500
---------- ----------
Participant Loans:
Participant loan accounts
(average rate 8.75%) 4,845,436 4,845,436
---------- ----------
Other 52,102 52,102
---------- ----------
Guaranteed Investment Contracts:
Principal Mutual Life Insurance Company
(7.05% and 7.70% mature June 1998) 4,924,240 4,924,240
New York Life Insurance Company
(5.52% matures June 1998) 6,073,385 6,073,385
Prudential Insurance Company
(7.08% matures June 1999) 6,502,977 6,502,977
John Hancock Mutual Life Insurance Company
(5.93%, 5.58% and 7.00% mature June 1998,
June 2000 and December 2001) 8,804,135 8,804,135
Metropolitan Life Insurance Company
(5.16% and 7.10% mature October 1997
and December 1997) 4,093,332 4,093,332
CNA Life Insurance Company
(7.54% matures June 1998) 1,830,665 1,830,665
Peoples Security Life Insurance Company
(7.77% and 6.08% mature June 1997 and June 1999) 4,753,057 4,753,057
Allstate Life Insurance Company
(6.25% and 6.00% mature July 2000 and July 2001) 2,487,474 2,487,474
---------- ----------
Total guaranteed investment contracts 39,469,265 39,469,265
---------- ----------
Total investments $125,028,727 $143,559,665
============ ============
* Denotes party-in-interest
<PAGE>
<PAGE>
FRONTIER CORPORATION
EMPLOYEES' RETIREMENT SAVINGS PLAN
Schedule of Reportable Transactions
SCHEDULE II
Expense Current value
Number incurred of asset on
Identity of Description of Purchase Selling Lease with Cost of transaction
party involved of asset transactions price price rental transaction asset date
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Series of Transactions:
Putnam Voyager Registered Investments 389 $6,879,498 N/A N/A N/A $6,879,498 $6,879,498
Fund
Stable Value Guaranteed Investment 409 7,960,887 N/A N/A N/A 7,960,887 7,960,887
Fund Contracts
Stable Value Guaranteed Investment 418 N/A $10,449,496 N/A N/A 10,449,496 10,449,496
Fund Contracts
Frontier Common Stock 275 9,229,254 N/A N/A N/A 9,229,254 9,229,254
Corporation
</TABLE>
<PAGE>
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities
Exchange Act of 1934, the trustees (or other persons who administer
the employee benefit plan) have duly caused this annual report to
be signed on its behalf by the undersigned hereunto duly authorized.
FRONTIER CORPORATION EMPLOYEES
RETIREMENT SAVINGS PLAN
/s/ Louis L. Massaro
Date: June 14, 1996 By: _________________________________
Louis L. Massaro,
Executive Vice President, Chief
Financial Officer and Chief
Administrative Officer
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-8
(File No. 33-51885) of Frontier Corporation of our report dated April 5,
1996 appearing on page 2 of this Form 11-K.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Rochester, New York
June 14, 1996
