FRONTIER CORP /NY/
S-3, 1997-03-13
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
Previous: RICHTON INTERNATIONAL CORP, 10-K/A, 1997-03-13
Next: SAFECO CORP, DEF 14A, 1997-03-13



<PAGE> 1
     As Filed with the Securities and Exchange Commission

                         on March 13, 1997

                                               File No. ________

               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C. 20549
=================================================================

                              FORM S-3
     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
=================================================================
                         FRONTIER CORPORATION
     (Exact name of registrant as specified in its charter)
- -----------------------------------------------------------------
              NEW YORK                        16-0613330
     (State or other jurisdiction of        (I.R.S. Employer
      incorporation or organization)      Identification Number)
- -----------------------------------------------------------------
                     180 South Clinton Avenue
               Rochester, New York 14646, (716) 777-1000
 (Address, including zip code, and telephone number, including
     area code, of registrant's principal executive offices)
- -----------------------------------------------------------------

                         MARTIN T. McCUE, ESQ.
          CORPORATE VICE PRESIDENT- PLANNING AND LEGAL SERVICES
                         FRONTIER CORPORATION
          180 SOUTH CLINTON AVENUE, ROCHESTER, NEW YORK 14646
                           (716) 777-8497

     (Name, address, including zip code, and telephone number,
          including area code, of agent for service)
=================================================================
Approximate date of commencement of proposed sale to the public:

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

If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following box.
                               ---
<PAGE>
<PAGE> 2


If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. 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.
                       ---
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
- -----------------------------------------------------------------
                              Proposed   Proposed
                              Maximum    Maximum
Title of             Amount   Offering   Aggregate   Amount of
Securities Being     to be    Price Per  Offering   Registration
Registered         Registered Unit (1)   Price (1)     Fee
- ---------------------------------------------------------------
Common Stock
par value $1.00    110,526(1)  $21.5625  $2,383,217  $ 723.00
- ---------------------------------------------------------------
<PAGE>
<PAGE> 3
               CALCULATION OF REGISTRATION FEE

(1)  Estimated solely for the purpose of calculating the
registration fee on the basis of the average of the high and low
reported sale prices reported in the consolidated reporting
system for the Common Stock on the New York Stock Exchange on
March 10, 1997 in accordance with Rule 457(c).


- -----------------------------------------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE
UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

 EXHIBIT INDEX TO THIS REGISTRATION STATEMENT IS AT PAGE II-8.

- -----------------------------------------------------------------
                    SUBJECT TO COMPLETION

            PRELIMINARY PROSPECTUS DATED MARCH 13, 1997

          ------------------------------------------------

                         PROSPECTUS

                    FRONTIER CORPORATION

     180 South Clinton Avenue, Rochester, New York 14646
                         (716) 777-1000

               110,526 Shares of Common Stock

                     ($1.00 Par Value)
          -----------------------------------------------

The 110,526 shares of common stock, $1.00 par value (the "Common
Stock"), of Frontier Corporation ("Frontier") covered by this
Prospectus are outstanding shares which are being offered by, and
for the account of, a certain shareowner of Frontier (the
<PAGE>
<PAGE> 4

"Selling Shareowner").  The shares of Common Stock covered by
this Prospectus were issued to the Selling Shareowner in
connection with the acquisition on February 27, 1997 by Frontier
of R. G. Data Incorporated ("RGD").  The Selling Shareowner has
advised Frontier that he may sell, from time to time, part of the
Common Stock covered by this Prospectus on the New York Stock
Exchange ("NYSE") in ordinary brokerage transactions, in
negotiated transactions, or otherwise, at market prices
prevailing at the time of sale or negotiated prices.  See "PLAN
OF DISTRIBUTION". Frontier Common Stock is listed on the NYSE and
traded under the symbol "FRO".  On March 11, 1997, the closing
share price for the Common Stock on the NYSE was $22.125.

     ---------------------------------------------------------

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

     ---------------------------------------------------------

No person has been authorized to give any information or make any
representations not contained in this Prospectus in connection
with the offer contained in this Prospectus, and if given or
made, such information or representations must not be relied upon
as having been authorized by Frontier, or any Selling Shareowner.
This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any securities other than the
shares of Common Stock covered by this Prospectus, nor an offer
or solicitation by anyone in any jurisdiction in which such offer
or solicitation is not authorized or in which the person making
such offer or solicitation is not qualified to do so, or to any
person to whom it is unlawful to make such offer or solicitation.

          The date of this Prospectus is March 13, 1997.

<PAGE>
<PAGE> 5
- -----------------------------------------------------------------
[ All In Red Ink ]

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

<PAGE>
<PAGE> 6
                    AVAILABLE INFORMATION

     Frontier is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and
in accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (the
"Commission").  Such reports, proxy statements and other
information filed by Frontier may be inspected and copied at the
public reference facilities maintained by the Commission at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549, or at the regional office of the Commission located at
Seven World Trade Center, 13th Floor, New York, New York 10048
and Chicago Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661.  Copies of these filings may also be
obtained from the Commission at prescribed rates by writing to
the Commission's Public Reference Section, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549.  The Commission
maintains a Web site that contains reports, proxy information and
statements, and other information regarding registrants that file
electronically with the Commission.  The Web site address is
http://www.sec.gov.  The Company files electronically.  Such
reports, proxy statements and other information concerning
Frontier may also be inspected at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005.

     Frontier has filed with the Commission a registration
statement on Form S-3 under the Securities Act of 1933, as
amended (the "Securities Act") with respect to the shares of
Common Stock offered hereby.  This Prospectus incorporates by
reference certain documents or parts thereof, which are omitted
in accordance with the rules and regulations of the Commission.
Upon written or oral request, Frontier will provide without
charge to any person to whom this Prospectus is delivered,
including any beneficial owner, a copy of any and all information
incorporated by reference herein (except exhibits to such
information, unless such exhibits are specifically incorporated
by reference into the information that this Prospectus
incorporates).  All such requests shall be directed to:
Executive Vice President, Chief Financial Officer and Chief
Administrative Officer, Frontier Corporation, 180 South Clinton
Avenue, Rochester, New York 14646-0700, telephone number (716)
777-1000.


<PAGE>
<PAGE> 7
          INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     As of any particular time, the following documents filed by
Frontier with the Securities and Exchange Commission are
incorporated herein by reference:

     (a)  The annual report of Frontier and its subsidiaries on
Form 10-K for the fiscal year ended December 31, 1995, which
contains financial statements for Frontier's latest fiscal year
for which a Form 10-K was required to be filed, together with the
Company's Current Reports on Form 8-K dated January 26, March 26,
April 2, April 16, June 19, October 22, November 19 and December
17, 1996.

     (b)  All other reports filed pursuant to Section 13(a) or
15(d) of the 1934 Act since the end of the fiscal year covered by
the annual report referred to in (a) above.

     (c)  Frontier's Proxy Statement, provided to shareowners on
or about March 11, 1996, for the Annual Meeting of Stockholders,
held on April 24, 1996.

     All documents filed by Frontier with the Commission pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act after the
date hereof and prior to the termination of the offering of the
shares described herein shall be deemed to be incorporated in
this Prospectus by reference, as long as the offer is in process,
from the date of the filing of such documents.  Any statement
contained in a document incorporated or deemed to be incorporated
by reference shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent the statement contained
herein or in any other subsequently filed document (which also is
or is deemed to be incorporated by reference) modifies or
supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.


<PAGE>
<PAGE> 8
                         THE COMPANY

     Frontier Corporation, a New York corporation and the issuer
of the shares of Common Stock covered by this Prospectus, has its
principal executive offices at 180 South Clinton Avenue,
Rochester, New York 14646-0700.  Its telephone number is (716)
777-1000.


                    SELLING SHAREOWNERS

     The following table sets forth the names of the Selling
Shareowners, the number of shares of Common Stock beneficially
owned by him as of March 13, 1997, the number of shares of Common
Stock, all or a part of which will be offered by the Selling
Shareowner, and the number of shares the Selling Shareowner will
own beneficially if all of the shares offered hereby by such
Selling Shareowner are sold as described herein.  The Selling
Shareowner was a shareowner of RGD for a period of at least three
(3) years prior to the date of this Prospectus. RGD is presently
being operated as a subsidiary in the Frontier group of
companies.  As of the date of this Prospectus, the Selling
Shareowner has no continuing business relationship with RGD.  The
Selling Shareowner is not an officer or director of Frontier, RGD
or any other affiliate of Frontier.


                  Common Stock  Common       Common Stock
Name of           Beneficially  Stock        Beneficially
Selling           Owned as of   Offered      Owned if
Shareowner          3/13/97     Hereby       Offering Completed*
- -----------------------------------------------------------------
Robert A. Giese     110,526      110,526          -0-

*    Pursuant to an executed Securities Agreement, the
     Selling Shareholder has made representations that he
     will not sell, exchange, or otherwise dispose of all or
     part of the Common Stock he receives other than in
     compliance with such agreement.

<PAGE>
<PAGE> 9

                    PLAN OF DISTRIBUTION


     The 110,526 shares of Common Stock covered by this
Prospectus are outstanding shares which are being offered by the
Selling Shareowner who will be entitled to the proceeds of any
sales made hereunder.  None of the proceeds of this offering will
be received by Frontier.

     The Selling Shareowner has advised Frontier that sales of
the shares of Common Stock covered hereby will be made on the New
York Stock Exchange or such other exchange on which the Common
Stock may be listed, in the over-the-counter market or in private
transactions.  Sales through brokers may be made by any method of
trading authorized by the NYSE or any other stock exchange on
which such stock may be listed, including block trading in
negotiated transactions.

     Without limiting the foregoing, such brokers may act as
dealers by purchasing any or all of the shares covered by this
Prospectus, either as agents for others or as principals for
their own accounts and reselling such shares pursuant to this
Prospectus.  The Selling Shareowner has advised Frontier that he
will not pay any consideration, other than usual and customary
broker's commissions, in connection with sales of the Common
Stock.

     In offering the shares of Common Stock covered by this
Prospectus, the Selling Shareowner and any broker/dealers who
execute sales for such stockholder, may be considered to be
statutory "underwriters" within the meaning of the Securities
Act, and any profits realized by the Selling Shareowner and the
compensation of such broker/dealers may be deemed to be
underwriting discounts and commissions.

     Sales of shares will be made at the market price prevailing
at the time of each such sale.  However, prices in negotiated or
private transactions may vary considerably from the prevailing
market price.

<PAGE>
<PAGE> 10

     The Selling Shareowner has advised Frontier that, during
such time as such Selling Shareowner may be engaged in a
distribution of Common Stock included herein, he will comply with
Rules 10b-2, 10b-6 and 10b-7 promulgated under the 1934 Act, as
amended, and pursuant thereto will, among other things:  (i) not
engage in any stabilization activity in connection with the
securities of Frontier in contravention of such rules; (ii) cause
to be furnished to each broker through whom the shares of Common
Stock covered hereby may be offered or to the offeree if an offer
is not made through a broker, such copies of the Prospectus and
any amendment or supplement thereto and documents incorporated by
reference therein as may be required by such broker or offeree;
and (iii) not bid for or purchase any securities of Frontier or
attempt to induce any person to purchase any Frontier securities
except as permitted under the 1934 Act.  The Selling Shareowner
has also agreed to inform Frontier when the distribution of the
shares held by him is completed.


                         INTEREST OF EXPERTS

     The consolidated financial statements and related financial
statement schedule of the Company incorporated in this Prospectus
by reference from the Company's Annual Report on Form 10-K have
been audited by Price Waterhouse LLP, independent public
accountants, as stated in their reports which are incorporated
herein by reference, and have been so incorporated in reliance
upon such reports given upon the authority of that firm as
experts in auditing and accounting.

     The validity of the Frontier Common Stock offered hereby by
the Selling Shareowner has been passed upon for Frontier by
Martin T. McCue, its Vice President-Legal Services.  As of
December 31, 1996, Martin T. McCue was also the beneficial owner
of 11,884 shares of Frontier Common Stock, and has been granted
49,600 options for shares of Frontier Common Stock.


<PAGE>
<PAGE> 11
                              PART II
               INFORMATION NOT REQUIRED IN PROSPECTUS


Item 14.  Other Expenses of Issuance and Distribution.

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

          Registration fee  .....................  $   723.00
          Legal fees  ...........................  $ 1,000.00
          Accounting fees  ......................  $ 1,000.00
                                                   ----------
          Total Expenses                           $ 2,723.00
                                                   ==========

Item 15.  Indemnification of Directors and Officers.

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


<PAGE>
<PAGE> 12
                              II-2

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

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

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

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


<PAGE>
<PAGE> 13
                              II-3


Item 16.  List of Exhibits

Exhibit
Number
- -------

5-1       - Opinion of Martin T. McCue re: legality

23-1      - Consent of Price Waterhouse LLP

23-2      - Consent of Ernst & Young LLP

23-3      - Consent of Martin T. McCue (Included in Exhibit 5)

24-1      - Powers of Attorney of Directors

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


Item 17.  Required Undertakings
- -------------------------------

Frontier hereby undertakes:

1.   (a) 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 the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of 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
<PAGE>
<PAGE> 14
                              II-4


with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;

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


     Provided however, that paragraphs (1)(i) and (1)(ii), above,
do not apply if the registration statement is on Form S-3 or Form
S-8, and the information required to be included in a
post-effective amendment by those paragraphs contained in
periodic reports filed by Frontier pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

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

     (c)  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.

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

<PAGE>
<PAGE> 15
                              II-5

3.   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
provisions referred to in Item 15 of this registration statement,
or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
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.


<PAGE>
<PAGE> 16
                              II-6

                            SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
Frontier certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has
duly caused this Registration Statement on Form S-3 to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Rochester, County of Monroe, State of New York, on
the 13th day of March, 1997.

                                  FRONTIER CORPORATION

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


     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities indicated on the 13th day of
March, 1997.

Signature                     Title

/s/ Ronald L. Bittner
- ----------------------------
Ronald L. Bittner             President and Chief Executive
                              Officer, Director
                              (Principal Executive Officer)

/s/ Louis L. Massaro          Executive Vice President
- ----------------------------  (Principal Financial and
Louis L. Massaro                Accounting Officer)



<PAGE>
<PAGE> 17
                              II-7



Patricia C. Barron       )
Ronald L. Bittner        )
Raul E. Cesan            )
Brenda E. Edgerton       )
Jairo A. Estrada         )    Directors
Michael E. Faherty       )
Daniel E. Gill           )
Alan C. Hasselwander     )
Robert Holland, Jr.      )
Douglas H. McCorkindale  )
Leo J. Thomas, Ph.D.     )
Richard J. Uhl           )



By:  /s/ Louis L. Massaro
     ------------------------
     Louis L. Massaro
     (Attorney-in-Fact)



<PAGE>
<PAGE> 18

                         EXHIBIT INDEX


EXHIBIT
NUMBER                                       METHOD OF FILING
- --------------------------------------------------------------

5         Opinion of Martin T. McCue         Herewith
          re: legality

23-1      Consent of Price Waterhouse LLP    Herewith

23-2      Consent of Ernst & Young LLP       Herewith

23-3      Consent of Martin T. McCue         Included in Exhibit 5

24-1      Powers of Attorney of Directors    Herewith

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





                                
                                
                                
<PAGE>
<PAGE>                                                   
                             EXHIBIT 5
                                
                                

March 12, 1997



To:  Persons Purchasing Shares of $1.00 Par Value Common Stock
     of Frontier Corporation in Secondary Transactions from the
     Selling Shareowners Pursuant to a Certain Registration
     Statement on Form S-3 dated March 13, 1997


I am the Corporate Vice President - Planning and Legal Services
of Frontier Corporation, the registrant pursuant to the above-
referenced registration statement.   In my opinion, the shares of
Common Stock are, and when sold as described in such registration
statement will be, legally issued, fully paid and non-assessable
shares of Common Stock, par value $1.00, of Frontier Corporation.

I hereby consent to the inclusion of this opinion as an Exhibit
to the Registration Statement on Form S-3 of Frontier Corporation
referred to above.

Very truly yours,

/s/Martin T. McCue
- -------------------------
Martin T. McCue
Corporate Vice President -
Planning and Legal Services





<PAGE>
<PAGE>
                         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 our report dated January 22, 1996, which appears on
page 25 of the 1995 Annual Report to Shareowners of Frontier
Corporation, which is incorporated by reference in Frontier
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1995.  We also consent to the incorporation by
reference of our report on the Financial Statement Schedule,
which appears on page 35 of such Annual Report on Form 10-K.  We
also consent to the reference to us under the heading "Interest
of Experts" in such Prospectus.




                              /s/Price Waterhouse LLP
                              ----------------------------
                              Price Waterhouse LLP
                              Rochester, New York

                              March 12, 1997



<PAGE>
<PAGE>
                         EXHIBIT 23-2


(Ernst & Young LLP letterhead)
Suite 700
500 Woodward Avenue
Detroit, Michigan  48226-3426


               Consent of Independent Auditors


We consent to the use of our report dated January 17, 1996
with respect to the financial statements and schedule of ALC
Communications Corporation included in the Registration
Statement Form S-3 and related Prospectus of Frontier
Corporation for the registration of 110,526 shares of its
common stock.




                              /s/Ernst & Young LLP
                              ----------------------------
                              Ernst & Young LLP


March 12, 1997



<PAGE>
<PAGE>                            EXHIBIT 24-1

                         POWER OF ATTORNEY


     The undersigned directors and/or officers of Frontier
Corporation, a New York corporation ("Company"), hereby
constitute and appoint Ronald L. Bittner, Louis L. Massaro and
Josephine S. Trubek, or any one of them, his or her true and
lawful attorneys and agents, each with full power and authority
to act as such without the other, to do any and all acts and
things and to execute any and all instruments which any of said
attorneys and agents may deem necessary or advisable in
connection with this Company's direct or indirect acquisition of
one hundred percent (100%) of the outstanding stock of R. G. Data
Incorporated ("RGD") to enable this Company to comply with the
Securities Act of 1933, as amended, and with any regulations,
rules or requirements of the Securities and Exchange Commission
thereunder in connection with the registration, or safe harbor
exemption from registration, as the case may be, under said act
of the Company's $1.00 par value Common Stock, including
specifically, but without limitation of the foregoing, power and
authority, to sign the names of the undersigned to the
Registration Statement(s) on Form S-4 and/or on Form S-3 or such
other forms as may be appropriate to be filed with the Securities
and Exchange Commission in respect of the Agreements with Respect
to a Merger or other definitive acquisition agreements whereby
RGD will be acquired by the Company or a subsidiary, and to any
amendment or amendments thereto filed with said Commission under
said Act in such connection, the undersigned hereby ratifying and
confirming all that said attorneys and agents, or any of them
shall do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, this instrument has been signed and
delivered by the undersigned.

                                   /s/Patricia C. Barron
                                   ---------------------------
                                   Patricia C. Barron

                                   /s/Ronald L. Bittner
                                   ---------------------------
                                   Ronald L. Bittner

<PAGE>
<PAGE> 2
                                   /s/Raul E. Cesan
                                   ---------------------------
                                   Raul E. Cesan

                                   /s/Brenda E. Edgerton
                                   ---------------------------
                                   Brenda E. Edgerton

                                   /s/Jairo A. Estrada
                                   ---------------------------
                                   Jairo A. Estrada

                                   /s/Michael E. Faherty
                                   ---------------------------
                                   Michael E. Faherty

                                   /s/Daniel E. Gill
                                   ---------------------------
                                   Daniel E. Gill

                                   /s/Alan C. Hasselwander
                                   ---------------------------
                                   Alan C. Hasselwander

                                   /s/Robert Holland, Jr.
                                   ---------------------------
                                   Robert Holland, Jr.

                                   /s/Douglas H. McCorkindale
                                   ---------------------------
                                   Douglas H. McCorkindale

                                   /s/Leo J. Thomas
                                   ---------------------------
                                   Leo J. Thomas

                                   /s/Richard J. Uhl
                                   ---------------------------
                                   Richard J. Uhl






<PAGE>
<PAGE>
                          EXHIBIT 24-2

                    CERTIFICATE OF RESOLUTION

     Barbara J. LaVerdi, being the Assistant Secretary of
Frontier Corporation does hereby certify that the following
resolutions were duly passed by the Board of Directors of
Frontier Corporation, at a meeting held on November 18, 1996, at
Rochester, New York and that the same are still in full force and
effect.

          RESOLVED: That this Board of Directors hereby approves
and authorizes the direct or indirect acquisition of 100% of the
outstanding stock of RG Data Incorporated ("RGD"), subject to the
conditions of the Letter of Intent dated as of November 5, 1996
(the "Letter of Intent"), between this Corporation and RGD, and
the issuance to the sellers of fully registered shares of the
$1.00 par value Common Stock of this Corporation equal in value
to approximately Two Million Four Hundred Sixty Thousand Dollars
($2,460,000.00) (as may be adjusted in accordance with the Letter
of Intent), together with such additional payments as described
at this meeting, for a total consideration not to exceed
approximately Three Million Five Hundred Thousand Dollars
($3,500,000.00), and this Board authorizes and directs and fully
empowers the proper officers of this Corporation to do all
things, including but not limited to granting them full authority
to negotiate all relevant provisions of and to execute all
agreements, applications, petitions and filings on behalf of this
Corporation as they, in their sole discretion and with advice of
counsel, shall deem to be necessary or advisable and proper in
order to effect such acquisition; and it is

          FURTHER RESOLVED: That this Board hereby authorizes the
preparation of a registration statement or registration
statements on Form S-4 and/or Form S-3, or such other forms as
shall then be deemed appropriate to be filed for registration, or
exemption from registration, under the Securities Act of 1933, as
amended, of this Corporation's $1.00 par value Common Stock
("Registration Statement(s)"), in an amount sufficient to acquire
RGD and, when a majority of the members of this Board have
executed the necessary signature pages to such Registration
Statement(s), this Board hereby authorizes and directs Ronald L.
<PAGE>
<PAGE> 2

Bittner, its President, Louis L. Massaro, its Chief Financial
Officer and Executive Vice President, and Josephine S. Trubek,
its Corporate Secretary ("The Officers"), and each of them (with
full power to each of them to act alone),
to execute and to file with the Securities and Exchange
Commission ("SEC"), such Registration Statement(s), or exemptions
from registration, and any amendments or supplements, including
post-effective amendments to such Registration Statement(s) as
they, in their discretion, shall deem necessary, and to do all
such other acts and things as they, in their discretion, shall
deem necessary in connection with the registration, or exemption
therefrom, including expending funds of this Corporation; and it
is

          FURTHER RESOLVED: That each officer and director of
this Corporation who may be required or permitted to execute such
Registration Statement(s) or any amendment thereto is hereby
authorized to execute a power of attorney appointing The Officers
and each of them severally, his/her true and lawful attorneys or
attorney to execute in his/her name, place and stead in any such
capacity such Registration Statement(s) and any and all
amendments and supplements thereto, and to file the same with the
SEC, each of said attorneys to have power to act with or without
the others and to have full power and authority to perform in the
name and on behalf of each of the said officers and directors
every act necessary or advisable to be done as fully as, and to
do to the same extent that, each officer or director might or
could do in person; and it is

          FURTHER RESOLVED: That this Board hereby authorizes and
directs The Officers to prepare, execute and deliver, file and
record all instruments, documents and other papers, and to do all
such other acts and things as they, in their discretion may deem
necessary to effect the intent of the foregoing resolutions,
including, but not limited to, filing an application for listing
the Common Stock to be registered with the New York Stock
Exchange and filing all documents necessary to qualify the Common
Stock to be registered for sale, or exempt it from registration,
in each of the United States of America in which any such
registration is required.

<PAGE>
<PAGE> 3

     IN WITNESS WHEREOF, the undersigned hereby so certifies
under penalties of perjury, this 27th day of February, 1997.



                                   /s/Barbara J. LaVerdi
                                   ----------------------------
                                   Barbara J. LaVerdi
                                   Assistant Secretary






© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission