<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 July 1, 1994 to
December 31, 1994
Commission File Number 1-4166
UPSTATE CELLULAR NETWORK
EMPLOYEES' RETIREMENT SAVINGS PLAN
(Full name of plan)
FRONTIER CORPORATION AND NYNEX 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>
UPSTATE CELLULAR NETWORK EMPLOYEES'
RETIREMENT SAVINGS PLAN
Financial Statements
For the year ended December 31, 1995
and for the period July 1, 1994 to
December 31, 1994
<PAGE>
<PAGE>
UPSTATE CELLULAR NETWORK
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 - 8
Schedule of Assets Held for Investment Schedule I
Schedule of Reportable Transactions Schedule II
<PAGE>
<PAGE>
Page 2
Report of Independent Accountants
April 5, 1996
To the Participants and Administrator of the
Upstate Cellular Network
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 Upstate Cellular
Network 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>
UPSTATE CELLULAR NETWORK
EMPLOYEES' RETIREMENT SAVINGS PLAN
Statement of Net Assets Available for Benefits with Fund Information Page 3
December 31, 1995
------------------------------------------------------------
Fund A Fund B Fund C Fund D Fund E
<S> <C> <C> <C> <C> <C>
Assets
Investments, at fair value:
Registered investment companies -
Putnam Income Fund $114,593
Putnam Global Growth Fund $201,295
Putnam Voyager Fund $355,092
Laurel S & P 500 Index Fund $177,080
Frontier Corporation Common Stock
NYNEX Corporation Common Stock
Participant loans
Investments, at contract value:
Principal Mutual Life Insurance Company $ 18,183
New York Life Insurance Company 22,427
Prudential Insurance Company of America 24,013
John Hancock Mutual Life Insurance Company 31,661
Metropolitan Life Insurance Company 15,115
CNA Life Insurance Company 6,760
Peoples Security Life Insurance Company 17,551
Allstate Life Insurance Company 9,185
-----------------------------------------------------------
Total investments 114,593 201,295 355,092 144,895 177,080
-----------------------------------------------------------
Receivables:
Participants' contributions
Employer's contributions
Total receivables
Total assets 114,593 201,295 355,092 144,895 177,080
-----------------------------------------------------------
Net assets available for benefits $114,593 $201,295 $355,092 $144,895 $177,080
============================================================
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
UPSTATE CELLULAR NETWORK
EMPLOYEES' RETIREMENT SAVINGS PLAN
Statement of Net Assets Available for Benefits with Fund Information Page 3
(cont'd.)
December 31, 1995
--------------------------------------------------------
Participant
Fund F Fund G Loans Other Total
<S> <C> <C> <C> <C> <C>
Assets
Investments, at fair value:
Registered investment companies -
Putnam Income Fund $114,593
Putnam Global Growth Fund 201,295
Putnam Voyager Fund 355,092
Laurel S & P 500 Index Fund 177,080
Frontier Corporation Common Stock $390,121 390,121
NYNEX Corporation Common Stock $319,705 319,705
Participant loans $101,999 101,999
Investments, at contract value:
Principal Mutual Life Insurance Company 18,183
New York Life Insurance Company 22,427
Prudential Insurance Company of America 24,013
John Hancock Mutual Life Insurance Company 31,661
Metropolitan Life Insurance Company 15,115
CNA Life Insurance Company 6,760
Peoples Security Life Insurance Company 17,551
Allstate Life Insurance Company 9,185
--------------------------------------------------------
Total investments 390,121 319,705 101,999 1,804,780
Receivables:
Participants' contributions $63,664 63,664
Employer's contributions 29,067 29,067
----------------------------------------------------------
Total receivables 92,731 92,731
----------------------------------------------------------
Total assets 390,121 319,705 101,999 92,731 1,897,511
----------------------------------------------------------
Net assets available for benefits $390,121 $319,705 $101,999 $92,731 $1,897,511
----------------------------------------------------------
----------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
UPSTATE CELLULAR NETWORK
EMPLOYEES' RETIREMENT SAVINGS PLAN
Statement of Net Assets Available for Benefits with Fund Information Page 4
December 31, 1994
-------------------------------------------------------------
Fund A Fund B Fund C Fund D Fund E
<S> <C> <C> <C> <C> <C>
Assets
Investments, at fair value:
Registered investment companies -
Putnam Income Fund $29,392
Putnam Global Growth Fund $71,667
Putnam Voyager Fund $93,057
Laurel S & P 500 Index Fund $68,420
Frontier Corporation Common Stock
NYNEX Corporation Common Stock
Participant loans
Investments, at contract value:
Principal Mutual Life Insurance Company $ 8,700
New York Life Insurance Company 9,365
Prudential Insurance Company of America 9,886
John Hancock Mutual Life Insurance Company 19,653
Metropolitan Life Insurance Company 6,322
CNA Life Insurance Company 1,676
Peoples Security Life Insurance Company 3,465
-----------------------------------------------------------
Total investments 29,392 71,667 93,057 59,067 68,420
-----------------------------------------------------------
Total assets 29,392 71,667 93,057 59,067 68,420
-----------------------------------------------------------
Net assets available for benefits $29,392 $71,667 $93,057 $59,067 $68,420
===========================================================
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
UPSTATE CELLULAR NETWORK
EMPLOYEES' RETIREMENT SAVINGS PLAN
Statement of Net Assets Available for Benefits with Fund Information Page 4
(cont'd.)
December 31, 1994
------------------------------------------------------
Participant
Fund F Fund G Loans Total
<S> <C> <C> <C> <C>
Assets
Investments, at fair value:
Registered investment companies -
Putnam Income Fund $29,392
Putnam Global Growth Fund 71,667
Putnam Voyager Fund 93,057
Laurel S & P 500 Index Fund 68,420
Frontier Corporation Common Stock $104,696 104,696
NYNEX Corporation Common Stock $96,326 96,326
Participant loans $7,200 7,200
Investments, at contract value:
Principal Mutual Life Insurance Company 8,700
New York Life Insurance Company 9,365
Prudential Insurance Company of America 9,886
John Hancock Mutual Life Insurance Company 19,653
Metropolitan Life Insurance Company 6,322
CNA Life Insurance Company 1,676
Peoples Security Life Insurance Company 3,465
-------------------------------------------------------
Total investments 104,696 96,326 7,200 529,825
-------------------------------------------------------
Total assets 104,696 96,326 7,200 529,825
-------------------------------------------------------
Net assets available for benefits $104,696 $96,326 $7,200 $529,825
=======================================================
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
UPSTATE CELLULAR NETWORK
EMPLOYEES' RETIREMENT SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits with Fund Information Page 5
Years 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 $ 5,926 $ 11,331 $ 19,213 $ 11,703
Realized gains 510 1,648 8,647 $ 2,107
Net appreciation in fair value
of investments 9,015 12,137 58,254 37,264
Participant loan interest income
Other income 397
Contributions -
Participants' contributions 78,832 150,505 237,035 83,572 85,385
Employer's contributions
----------------------------------------------------------
Total additions 94,283 175,621 323,149 95,672 124,756
----------------------------------------------------------
Deductions
Deductions from net assets attributed to:
Benefits paid to participants 7,767 37,922 49,373 2,828 12,368
Other expense 31 66 155 62 51
----------------------------------------------------------
Total deductions 7,798 37,988 49,528 2,890 12,419
----------------------------------------------------------
Net increase prior to interfund
transfers 86,485 137,633 273,621 92,782 112,337
Interfund transfers (1,284) (8,005) (11,586) (6,954) (3,677)
----------------------------------------------------------
Net increase 85,201 129,628 262,035 85,828 108,660
Net assets available for benefits:
Beginning of year 29,392 71,667 93,057 59,067 68,420
----------------------------------------------------------
End of year $114,593 $201,295 $355,092 $144,895 $177,080
----------------------------------------------------------
----------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
UPSTATE CELLULAR NETWORK
EMPLOYEES' RETIREMENT SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits with Fund Information Page 5
(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 $ 7,137 $ 8,853 $ 64,163
Realized gains 4,306 6,480 23,698
Net appreciation in fair value 88,041 76,422 281,133
of investments 88,041 76,422 281,133
Participant loan interest income $ 2,360 2,360
Other income 1,210 161 1,768
Contributions -
Participants' contributions 91,921 61,198 15,052 $ 63,664 867,164
Employer's contributions 149,156 117,724 29,067 295,947
----------------------------------------------------------
Total additions 341,771 270,838 17,412 92,731 1,536,233
----------------------------------------------------------
Deductions
Deductions from net assets attributed to:
Benefits paid to participants 30,669 24,898 1,659 167,484
Other expense 352 346 1,063
----------------------------------------------------------
Total deductions 31,021 25,244 1,659 - 0 - 168,547
----------------------------------------------------------
Net increase prior to
interfund transfers 310,750 245,594 15,753 92,731 1,367,686
Interfund transfers (25,325) (22,215) 79,046 - 0 -
----------------------------------------------------------
Net increase 285,425 223,379 94,799 92,731 1,367,686
----------------------------------------------------------
Net assets available for benefits:
Beginning of year 104,696 96,326 7,200 - 0 - 529,825
----------------------------------------------------------
End of year $390,121 $319,705 $101,999 $92,731 $1,897,511
----------------------------------------------------------
----------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995
- ------------------------------
NOTE 1 - DESCRIPTION OF THE PLAN
The Upstate Cellular Network Employees' Retirement Savings Plan
(the "Plan") is a defined contribution plan established by the
Board of Directors of the Upstate Cellular Network (the "Company")
effective July 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 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.
The Company is a 50/50 joint venture partnership between Frontier
Corporation and Bell Atlantic/NYNEX Cellular.
Participation
The Plan covers all employees of Upstate Cellular Network except
temporary or summer employees, leased employees and employees in
any unit covered by a collective bargaining agreement. Individuals
are eligible to participate in the Plan upon employment date.
Effective January 1, 1996, eligibility begins on the first of the
month following 30 days of employment.
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 seven investment options.
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 stock 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 -NYNEX Corporation Common Stock - Funds are invested in
common stock of NYNEX Corporation. Investment in Fund G was
discontinued in February 1996.
The shares of stock in Funds F and G 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
fund's 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 contribution provisions 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 at the end of such
month. Participants have the option to invest their contributions
in any of the funds and may change their allocation between funds
at any time.
Employer matching contributions equal 75% of participant
contributions, up to the first 6% of compensation. Effective
January 1, 1996, the Company will contribute 0.5% of employee
eligible pay to each participant. Additionally, they will match
100% of the first 3% of participant contributions, capped at $3,000
in 1996. The Plan will also have a profit sharing contribution
potential based on Company performance beginning in 1997. Prior to
January 1996, all employer contributions were made in Frontier
Corporation or NYNEX Corporation common stock. Employer
contributions are now invested based on employee elections.
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 amounts were 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 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, $115,961 in loans were disbursed and principal
repayments of $21,862 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 of
priority set forth in Section 4044 of ERISA. In the event of Plan
termination, participants 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.
The Plan's holdings of Frontier Corporation common stock, NYNEX
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 value at December 31, 1995 and
1994.
NOTE 3 - PARTICIPANTS' ACCOUNTS
As of December 31, 1995 and 1994, the Plan held 13,004 and 4,956
shares of Frontier Corporation common stock at a fair market value
of $390,121 and $104,696, respectively. As of December 31, 1995
and 1994, the Plan also held 5,920 and 2,621 shares of NYNEX
Corporation common stock at a fair market value of $319,705 and
$96,326, respectively. Of the Frontier Corporation shares, 6,212
were contributed by the Company during the Plan year ended December
31, 1995, as the Company's matching contribution. Of the NYNEX
Corporation shares, 2,732 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, 53
shares of Frontier Corporation common stock and 8 shares of NYNEX
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 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>
Schedule of Assets Held for Investment Schedule I
- --------------------------------------------------------------------
Current
Number value at
of December 31,
Description/Issuer shares Cost 1995
- -----------------------------------------------------------------------
Interests in Registered
Investment Companies:
*Putnam Income Fund 15,850 $ 105,578 $ 114,593
*Putnam Global Growth Fund 20,150 189,158 201,295
*Putnam Voyager Fund 23,285 355,092 355,092
Laurel S & P 500 Index Fund 12,738 139,816 177,080
---------------------
Total interests in registered
investment companies 789,644 848,060
---------------------
Common Stock:
*Frontier Corporation 13,004 302,080 390,121
*NYNEX Corporation 5,920 243,283 319,705
---------------------
Total common stock 545,363 709,826
---------------------
Participant Loans:
Participant loan accounts
(average rate 8.75%) 101,999 101,999
---------------------
Guaranteed Investment Contracts:
Principal Mutual Life Insurance Company
(7.05% and 7.70% mature June 1998) 18,183 18,183
New York Life Insurance Company
(5.52% matures June 1998) 22,427 22,427
Prudential Insurance Company
(7.08% matures June 1999) 24,013 24,013
John Hancock Mutual Life Insurance Company
(5.93%, 5.58% and 7.00% mature June 1998,
June 2000 and December 2001) 31,661 31,661
Metropolitan Life Insurance Company
(5.16% and 7.10% mature October 1997
and December 1997) 15,115 15,115
CNA Life Insurance Company
(7.54% matures June 1998) 6,760 6,760
Peoples Security Life Insurance Company
(7.77% and 6.08% mature June 1997 and June 1999) 17,551 17,551
Allstate Life Insurance Company
(6.25% and 6.00% mature July 2000 and July 2001) 9,185 9,185
---------------------
Total guaranteed investment contracts 144,895 144,895
---------------------
Total investments $1,581,901 $1,804,780
=====================
* Denotes party-in-interest
<PAGE>
<PAGE>
Schedule of Reportable Transactions Schedule II
- ----------------------------------------------------------------------
<TABLE>
Expense Current value
Number incurred of asset on
Identity of Description of trans- Purchase Selling Lease with Cost of transaction
party involved of asset actions price price rental transaction asset date Net gain
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Series of Transactions:
Putnam Income Fund Registered
Investments 112 $ 84,868 N/A N/A N/A $ 84,868 $ 84,868
Putnam Global Registered
Growth Fund Investments 111 169,012 N/A N/A N/A 169,012 169,012
Putnam Global Registered
Growth Fund Investments 40 N/A $ 53,169 N/A N/A 51,521 53,169 $1,648
Putnam Voyager Fund Registered
Investments 121 271,467 N/A N/A N/A 271,467 271,467
Putnam Voyager Fund Registered
Investments 42 N/A 76,332 N/A N/A 67,685 76,332 8,647
Stable Value Fund Guaranteed
Investment
Contracts 106 102,187 N/A N/A N/A 102,187 102,187
Laurel S & P 500 Registered
Index Fund Investments 102 86,499 N/A N/A N/A 86,499 86,499
Plan Participants Participant Loans 66 118,321 N/A N/A N/A 118,321 118,321
Frontier Corporation Common Stock 114 253,380 N/A N/A N/A 253,380 253,380
Frontier Corporation Common Stock 52 N/A 314,044 N/A N/A 309,738 314,044 4,306
NYNEX Corporation Common Stock 105 192,121 N/A N/A N/A 192,121 192,121
NYNEX Corporation Common Stock 51 N/A 51,644 N/A N/A 45,164 51,644 6,480
</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.
UPSTATE CELLULAR NETWORK
EMPLOYEES' RETIREMENT SAVINGS PLAN
Date: June 14, 1996 By:/s/Louis L. Massaro
_____________________
Louis L. Massaro
Executive Vice President, Chief
Financial Officer and Chief
Administrative Officer
of Frontier Corporation as
Plan Administrator
<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. 33-51331) 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
