<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 years ended December 31, 1997 and 1996
Commission File Number 1-4166
UPSTATE CELLULAR NETWORK
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
Index to Financial Statements and Schedules Page 1
Report of Independent Accountants Page 2
Statements of Net Assets Available for Benefits,
with Fund Information at December 31, 1997 and 1996 Pages 3-4
Statement of Changes in Net Assets Available for
Benefits, with Fund Information for the Year Ended
December 31, 1997 Page 5
Notes to Financial Statements Pages 6-9
Schedule of Assets Held for Investment Schedule I
Schedule of Reportable Transactions Schedule II
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
December 31, 1997 and 1996
<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, 1997 and 1996 Pages 3-4
Statement of Changes in Net Assets Available for
Benefits, with Fund Information for the Year
Ended December 31, 1997 Page 5
Notes to Financial Statements Pages 6-9
Line 27a - Schedule of Assets Held for
Investment Purposes Schedule I
Line 27d - Schedule of Reportable Transactions Schedule II
<PAGE>
<PAGE>
Report of Independent Accountants
April 24, 1998
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, with fund information, and the related
statement of changes in net assets available for benefits, with
fund information present fairly, in all material respects, the
net assets available for benefits of the Upstate Cellular Network
Employees' Retirement Savings Plan at December 31, 1997 and 1996,
and the changes in net assets available for benefits for the year
ended December 31, 1997, 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 performed 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"). The Fund Information in the statements of
net assets available for benefits, with fund information and the
statement of changes in net assets available for benefits, with
fund information is presented for purposes of additional analysis
rather than to present the net assets available for benefits and
changes in net assets available for benefits of each fund.
Schedules I and II and the Fund Information have been subjected
to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in
all material respects in relation to the basic financial
statements taken as a whole.
/s/ Price Waterhouse LLP
<PAGE>
<PAGE>
<TABLE>
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION -- Page 3
FUND INFORMATION AT DECEMBER 31,1997
Fund A Fund B Fund C Fund D Fund E Fund F
<S> <C> <C> <C> <C> <C> <C>
Assets
- ----------------------------------
Investments, at fair value:
Registered investment companies -
Putnam Income Fund $ 368,525
Putnam Global Growth Fund $ 744,037
Putnam Voyager Fund $1,498,264
Putnam Fund for Growth
and Income
Putnam Asset Allocation Fund
Balanced Portfolio
Common trust -
Putnam S&P 500 Index Fund $832,407
Frontier Corporation Common Stock $1,083,971
Participant loans
Investments, at contract value:
Stable Value Fund $ 886,029
----------------------------------------------------------------
Total investments 368,525 744,037 1,498,264 886,029 832,407 1,083,971
----------------------------------------------------------------
Receivables:
Participants' contributions
Employer's contributions
Total receivables
----------------------------------------------------------------
Total assets 368,525 744,037 1,498,264 886,029 832,407 1,083,971
----------------------------------------------------------------
Net assets available
for benefits $368,525 $ 744,037 $1,498,264 $ 886,029 $ 832,407 $1,083,971
================================================================
</TABLE>
<PAGE>
<PAGE>
<TABLE>
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION -- Page 3
(cont'd)
FUND INFORMATION AT DECEMBER 31, 1997
Participant
Fund G Fund H Loans Other TOTAL
<S> <C> <C> <C> <C> <C>
Assets
- -------------------------
Investments, at fair value:
Registered investment companies -
Putnam Income Fund $ 368,525
Putnam Global Growth Fund 744,037
Putnam Voyager Fund 1,498,264
Putnam Fund for Growth
and Income $ 1,885 1,885
Putnam Asset Allocation Fund
Balanced Portfolio $ 300 300
Common trust -
Putnam S & P 500 Index Fund 832,407
Frontier Corporation Common Stock 1,083,971
Participant loans $ 290,550 290,550
Investments, at contract value:
Stable Value Fund 886,029
----------------------------------------------------------------
Total investments 1,885 300 290,550 5,705,968
----------------------------------------------------------------
Receivables:
Participants' contributions $74,591 74,591
Employer's contributions 52,420 52,420
---------------------
Total receivables 127,011 127,011
-------------------------------------------------------------
Total assets 1,885 300 290,550 127,011 5,832,979
----------------------------------------------------------------
Net assets available
for benefits $ 1,885 $ 300 $ 290,550 $127,011 $5,832,979
================================================================
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION -- Page 4
FUND INFORMATION AT DECEMBER 31, 1996
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 $178,833
Putnam Global Growth Fund $411,021
Putnam Voyager Fund $758,853
Common trust -
Putnam S & P 500 Index Fund $411,227
Frontier Corporation Common Stock
Participant loans
Investments, at contract value:
Stable Value Fund $451,977
-------------------------------------------------------------
Total investments 178,833 411,021 758,853 451,977 411,227
-------------------------------------------------------------
Receivables:
Participants' contributions
Employer's contributions
Total receivables
-------------------------------------------------------------
Total assets 178,833 411,021 758,853 451,977 411,227
-------------------------------------------------------------
Net assets available
for benefits $178,833 $ 411,021 $ 758,853 $ 451,977 $ 411,227
==============================================================
</TABLE>
<PAGE>
<PAGE>
<TABLE>
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION -- Page 4
(cont'd)
FUND INFORMATION AT DECEMBER 31, 1996
Participant
Fund F Loans Other TOTAL
<S> <C> <C> <C> <C>
Assets
- ----------------------------
Investments, at fair value:
Registered investment companies -
Putnam Income Fund $ 178,833
Putnam Global Growth Fund 411,021
Putnam Voyager Fund 758,853
Common trust -
Putnam S & P 500 Index Fund 411,227
Frontier Corporation Common Stock $477,499 477,499
Participant loans $210,226 210,226
Investments, at contract value:
Stable Value Fund 451,977
---------------------------------------------------------
Total investments 477,499 210,226 2,899,636
---------------------------------------------------------
Receivables:
Participants' contributions $30,721 30,721
Employer's contributions $11,930 11,930
------------------------
Total receivables $42,651 42,651
---------------------------------------------------------
Total assets 477,499 210,226 42,651 2,942,287
---------------------------------------------------------
Net assets available
for benefits $477,499 $ 210,226 $ 42,651 $2,942,287
=========================================================
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
- -- Page 5
FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1997
Fund A Fund B Fund C Fund D Fund E Fund F
<S> <C> <C> <C> <C> <C> <C>
Additions
- -------------------------
Additions to net assets attributed to:
Investment income -
Interest and dividends $ 15,941 $134,564 $ 89,134 $ 34,465 $ 22,661
Realized loss, net (3,888) (17,690) (87,245) $(59,590) (62,899)
Net appreciation (depreciation)
in fair value of investments 7,386 (55,539) 231,084 211,423 121,259
Participant loan interest income
Other income 513
Contributions -
Participants' contributions 71,300 152,655 282,535 169,518 122,358 152,098
Employer's contributions 25,218 55,882 97,684 48,960 44,749 122,847
-----------------------------------------------------------------
Total additions 115,957 269,872 613,192 252,943 318,940 356,479
-----------------------------------------------------------------
Deductions
- --------------------------
Deductions from net assets attributed to:
Benefits paid to participants 23,614 55,952 145,703 75,162 56,194 71,049
Other expense 89 177 373 236 166 58
-----------------------------------------------------------------
Total deductions 23,703 56,129 146,076 75,398 56,360 71,107
-----------------------------------------------------------------
Net increase (decrease) prior
to fund transfers 92,254 213,743 467,116 177,545 262,580 285,372
Interfund transfers, net (11,119) (5,735) (964) (9,427) 22,897 (8,870)
Transfers from other plans 108,557 125,008 273,259 265,934 135,703 329,970
-----------------------------------------------------------------
Net increase 189,692 333,016 739,411 434,052 421,180 606,472
Net assets available for benefits:
Beginning of year 178,833 411,021 758,853 451,977 411,227 477,499
-----------------------------------------------------------------
End of year $368,525 $744,037 $1,498,264 $ 886,029 $ 832,407 $1,083,971
==================================================================
</TABLE>
<PAGE>
<PAGE>
<TABLE>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
- -- Page 5 (cont'd)
FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1997
Fund G Fund H Participant Loans Other TOTAL
<S> <C> <C> <C> <C> <C>
Additions
- -------------------------------------
Additions to net assets attributed to:
Investment income -
Interest and dividends $ 92 $ 10 $ 296,867
Realized loss, net (231,312)
Net appreciation (depreciation)
in fair value of investments (70) (6) 515,537
Participant loan interest income $ 12,534 12,534
Other income 513
Contributions -
Participants' contributions 1,241 233 74,591 1,026,529
Employer's contributions 622 63 52,420 448,445
--------------------------------------------------------------
Total additions 1,885 300 12,534 127,011 2,069,113
--------------------------------------------------------------
Deductions
- ----------------------------------------
Deductions from net assets attributed to:
Benefits paid to participants 27,570 455,244
Other expense 1,099
--------------------------------------------------------------
Total deductions 27,570 456,343
--------------------------------------------------------------
Net increase (decrease) prior
to fund transfers 1,885 300 (15,036) 127,011 1,612,770
Interfund transfers, net 55,869 (42,651) -
Transfers from other plans 39,491 1,277,922
--------------------------------------------------------------
Net increase 1,885 300 80,324 84,360 2,890,692
Net assets available for benefits:
Beginning of year 210,226 42,651 2,942,287
--------------------------------------------------------------
End of year $ 1,885 $ 300 $290,550 $127,011 $5,832,979
==============================================================
</TABLE>
<PAGE>
<PAGE>
UPSTATE CELLULAR NETWORK
EMPLOYEES' RETIREMENT SAVINGS PLAN
Notes to Financial Statements
Years Ended December 31, 1997 and 1996
- ----------------------------------------------------------------
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 Mobile.
During Plan year end December 31, 1997, the Plan document
was amended to allow the Company's Employee Benefit Committee to
transfer participant accounts from plans the participants are no
longer eligible to participate in, to a substantially similar
401(k) plan sponsored by Frontier Corporation, or any
corporation/business entity in which Frontier Corporation has a
50% or more ownership or profits interest. The transfers
resulting from this amendment are reflected in the statement of
changes in net assets available for benefits, with fund
information as transfers from other plans.
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. 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 Employee 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 eight 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 an
insurance company pooled separate account.
Fund E - Putnam 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 - Putnam Fund for Growth and Income - Funds are
primarily invested in common stocks.
Fund H - Putnam Asset Allocation Fund Balanced Portfolio -
Funds are invested in stocks, bonds and money
market instruments.
The shares of stock in Fund F are qualified employer
securities as defined by ERISA. Each individual's investment in
this fund 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 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.
Employer matching contributions equal 100% of participant
contributions, up to the first 3% of compensation capped at
$3,000 in 1997 and 1996. In addition, each payroll period, the
Company contributes .5% of the payroll period compensation for
each of its employees who is a participant in the Plan. The Plan
also has a profit sharing contribution potential based on Company
performance. In 1997, an additional .5% of employee compensation
was contributed under the profit sharing terms. Employer
contributions are made in cash and invested based on employee
elections.
Vesting
- -------
Participants are immediately 100% vested in their voluntary
contributions and actual earnings thereon. The Plan has a
vesting period for Company contributions of six months of
credited service. Forfeited nonvested amounts are used to reduce
future employer contributions.
Payment of Benefits
- -------------------
Payment of benefits generally begins upon termination of
service and attaining normal retirement age (65). A participant
may elect to receive either a lump-sum amount equal to the value
of his or her vested account balance, or a participant may elect
to receive installments over a period not to exceed 20 years.
However, a participant who has reached age 59 1/2, but who has not
yet terminated employment may withdraw all or a portion of his or
her vested accumulated account balance in accordance with the
terms of the Plan.
If upon termination of service, a participant does not
attain normal retirement age and his or her vested account
balance is greater than $3,500, he or she may elect to receive a
lump-sum amount, a direct rollover to a qualified plan under
Section 401 of the Internal Revenue Code, or a direct rollover to
a qualified Individual Retirement Account equal to the value of
his or her vested account balance. If the vested account balance
is less than $3,500, the balance must be cashed out as soon as
administratively practicable.
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 interest rate on loans is established
based on the prime rate, under current Plan provisions. 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, 1997, $111,465 in loans were disbursed
and principal repayments of $55,596 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,
the Putnam Investment, Inc. common trust and the five Putnam
Investment, Inc. registered investment company funds are party-in-
interest investments.
2. Summary of Significant Accounting Policies
The financial statements have been prepared on the accrual
basis of accounting.
Use of Estimates
- ----------------
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at year end and the reported investment income and
expenses during the Plan year. Actual results could differ from
those estimates.
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.
Participants may receive distributions in cash or in common
stock of Frontier Corporation for amounts invested in Fund F.
Purchases and sales of securities are recorded on the trade date.
Administrative Expenses
- -----------------------
Significant expenses associated with the Plan are paid by
the Company.
Valuation of Investment Assets
- ------------------------------
The Plan's interest in registered investment companies, a
common trust, 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 the Stable
Value Fund are stated at contract value, measured as cost plus
earned interest income. Contract value approximates fair value
at December 31, 1997 and 1996.
3. Participants' Accounts
As of December 31, 1997 and 1996, the Plan held 45,048 and
21,105 shares of Frontier Corporation common stock at a fair
market value of $1,083,971 and $477,499, respectively. Of these
shares, 3,911 were contributed by the Company during the Plan
year ended December 31, 1997, as the Company's matching
contribution. During the Plan year ended December 31, 1997, 244
shares of Frontier Corporation common stock were distributed to
participants.
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>
Line 27a - Schedule of Assets Held for Investment Purposes SCHEDULE I
- --------------------------------------------------------------------------
Current
value at
Number December 31,
Description/Issuer of Shares Cost 1997
-------------------------------------
Interests in Registered
Investment Companies:
*Putnam Income Fund 51,832 $ 356,323 $ 368,525
*Putnam Global Growth Fund 74,702 778,822 744,037
*Putnam Voyager Fund 78,649 1,224,706 1,498,264
*Putnam Growth and Income Fund 96 1,955 1,885
*Putnam Asset Allocation Fund
Balanced Portfolio 27 307 300
-----------------------
Total interests in registered
investment companies 2,362,113 2,613,011
-----------------------
Common Trust:
*Putnam S&P 500 Index Fund 36,881 532,492 832,407
-----------------------
Common Stock:
*Frontier Corporation 45,048 1,048,416 1,083,971
-----------------------
Participant Loans:
Participant loan accounts (rate 6.0%-11.5%)
(maturities range 1998-2022) 290,550 290,550
-----------------------
Insurance Company Pooled Separate Account:
Stable Value Fund 886,029 886,029
-----------------------
Total investments $5,119,600 $5,705,968
========================
*Denotes party-in-interest
<PAGE>
<PAGE>
<TABLE>
Line 27d - Schedule of Reportable Transactions -- SCHEDULE II
- -------------------------------------------------------------
Identity of Description Number of Purchase Selling
party involved of asset transactions price price
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Series of Transactions:
Putnam Income Fund* Registered Investments 99 $ 237,195 N/A
Putnam Income Fund* Registered Investments 60 N/A $ 51,001
Putnam Global Growth Fund* Registered Investments 93 509,971 N/A
Putnam Global Growth Fund* Registered Investments 77 N/A 103,728
Putnam Voyager Fund* Registered Investments 102 834,674 N/A
Putnam Voyager Fund* Registered Investments 92 N/A 239,101
Stable Value Fund Insurance Company
Pooled Separate Account 146 569,312 N/A
Stable Value Fund Insurance Company
Pooled Separate Account 83 N/A 135,261
Putnam S&P 500 Index Fund* Common Trust 96 386,721 N/A
Putnam S&P 500 Index Fund* Common Trust 61 N/A 117,374
Plan Participants Participant Loans 68 169,109 N/A
Plan Participants Participant Loans 50 N/A 90,086
Frontier Corporation* Common Stock 102 708,528 N/A
Frontier Corporation* Common Stock 93 N/A 160,426
* Denotes party-in-interest
</TABLE>
<PAGE>
<PAGE>
<TABLE>
Line 27d - Schedule of Reportable Transactions -- SCHEDULE II (cont'd)
- ----------------------------------------------------------------------
Expense Current value
incurred of asset on
Identity of Lease with Cost of transaction Net
party involved rental transaction asset date loss
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Series of Transactions:
Putnam Income Fund* N/A N/A $ 237,195 $237,195
Putnam Income Fund* N/A N/A 54,889 51,001 $ (3,888)
Putnam Global Growth Fund* N/A N/A 509,971 509,971
Putnam Global Growth Fund* N/A N/A 121,418 103,728 (17,690)
Putnam Voyager Fund* N/A N/A 834,674 834,674
Putnam Voyager Fund* N/A N/A 326,346 239,101 (87,245)
Stable Value Fund N/A N/A 569,312 569,312
Stable Value Fund N/A N/A 135,261 135,261
Putnam S&P 500 Index Fund* N/A N/A 386,721 386,721
Putnam S&P 500 Index Fund* N/A N/A 176,964 117,374 (59,590)
Plan Participants N/A N/A 169,109 169,109
Plan Participants N/A N/A 90,086 90,086
Frontier Corporation* N/A N/A 708,528 708,528
Frontier Corporation* N/A N/A 223,325 160,426 (62,899)
* Denotes party-in-interest
</TABLE>
<PAGE>
<PAGE>
SIGNATURES
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 thereunto duly
authorized.
UPSTATE CELLULAR NETWORK
EMPLOYEES' RETIREMENT SAVINGS PLAN
Date: June 25, 1998 By: /s/ Martin T. McCue
-----------------------------
Martin T. McCue
Senior Vice President and
General Counsel of Frontier
Corporation as Plan
Administrator
<PAGE>
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 24, 1998 appearing on page 2 of this Form
11-K.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Rochester, New York
June 25, 1998
