<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
FRONTIER CORPORATION
EMPLOYEES'
RETIREMENT SAVINGS PLAN
(Full name of plan)
FRONTIER CORPORATION
(Name of issuer of securities
held pursuant to the plan)
180 South Clinton Avenue
Rochester, New York 14646-0700
(Address of principal executive offices)
REQUIRED INFORMATION
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>
Frontier Corporation Employees'
Retirement Savings Plan
Financial Statements
December 31, 1997 and 1996
<PAGE>
<PAGE>
Frontier Corporation
Employees'Retirement Savings Plan
Index to Financial Statements Page 1
- ------------------------------------------------------------------------
Report of Independent Accountants Page 2
Statements of Net Assets Available for Benefits, with
Fund Information at December 31, 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
Frontier Corporation 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 Frontier Corporation 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>
FRONTIER CORPORATION
EMPLOYEES' RETIREMENT SAVINGS PLAN
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
<S> <C> <C> <C> <C> <C>
Assets
Investments, at fair value:
Registered investment
companies -
Putnam Income Fund $12,539,046
Putnam Global Growth Fund $18,163,092
Putnam Voyager Fund $42,749,688
Putnam Fund for Growth
and Income
Putnam Asset Allocation Fund
Balanced Portfolio
Common trust -
Putnam S & P 500 Index Fund $28,049,444
Frontier Corporation Common Stock
Participant loans
Investments, at contract value:
Stable Value Fund $36,395,304
--------------------------------------------------------------------------
Total investments 12,539,046 18,163,092 42,749,688 36,395,304 28,049,444
--------------------------------------------------------------------------
Receivables:
Participants' contributions
Employer's contributions
Total receivables
--------------------------------------------------------------------------
Total assets 12,539,046 18,163,092 42,749,688 36,395,304 28,049,444
--------------------------------------------------------------------------
Net assets available
for benefits $12,539,046 $18,163,092 $42,749,688 $36,395,304 $28,049,444
==========================================================================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
FRONTIER CORPORATION
EMPLOYEES' RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
PAGE 3 CONT.
Fund Information at December 31, 1997
--------------------------------------------------------------------
Participant
Fund F Fund G Fund H Loans Other Total
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments, at fair value:
Registered investment
companies -
Putnam Income Fund $12,539,046
Putnam Global Growth Fund 18,163,092
Putnam Voyager Fund 42,749,688
Putnam Fund for Growth
and Income $1,059,892 1,059,892
Putnam Asset Allocation Fund
Balanced Portfolio $460,457 460,457
Common trust -
Putnam S & P 500 Index Fund 28,049,444
Frontier Corporation
Common Stock $56,678,052 56,678,052
Participant loans $6,712,102 6,712,102
Investments, at contract value:
Stable Value Fund 36,395,304
-----------------------------------------------------------------------------
Total investments 56,678,052 1,059,892 460,457 6,712,102 202,807,077
-----------------------------------------------------------------------------
Receivables:
Participants' contributions $1,025,512 1,025,512
Employer's contributions 258,126 258,126
------------------------
Total receivables 1,283,638 1,283,638
------------------------------------------------------------------------------
Total assets 56,678,052 1,059,892 460,457 6,712,102 1,283,638 204,090,715
------------------------------------------------------------------------------
Net assets available
for benefits $56,678,052 $1,059,892 $460,457 $6,712,102 $1,283,638 $204,090,715
==============================================================================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
FRONTIER CORPORATION
EMPLOYEES' RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
PAGE 4
Fund Information at December 31, 1996
Participant
Fund A Fund B Fund C Fund D Fund E Fund F Loans Other Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments, at fair value:
Registered investment companies -
Putnam Income
Fund $ 11,650,526 $11,650,526
Putnam Global Growth Fund $15,560,199 15,560,199
Putnam Voyager Fund $34,155,805 34,155,805
Common trust -
Putnam S & P 500 Index Fund $18,789,909 18,789,909
Frontier Corporation Common Stock $45,283,094 45,283,094
Participant loans $6,006,035 6,006,035
Investments, at contract value:
Stable Value Fund $39,514,456 39,514,456
------------------------------------------------------------------------------------------------------------
Total investments 11,650,526 15,560,199 34,155,805 39,514,456 18,789,909 45,283,094 6,006,035 170,960,024
-------------------------------------------------------------------------------------------------------------
Receivables:
Participants' contributions $1,178,593 1,178,593
Employer's contributions 478,034 478,034
From other plan 1,018,239 1,018,239
-----------------------
Total receivables 2,674,866 2,674,866
------------------------------------------------------------------------------------------------------------
Total assets 11,650,526 15,560,199 34,155,805 39,514,456 18,789,909 45,283,094 6,006,035 2,674,866 173,634,890
------------------------------------------------------------------------------------------------------------
Net assets available
for benefits $11,650,526 $15,560,199 $34,155,805 $39,514,456 $18,789,909 $45,283,094 $6,006,035 $2,674,866 $173,634,890
============================================================================================================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
FRONTIER CORPORATION
EMPLOYEES' RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
PAGE 5
Fund Information for the Year Ended December 31, 1997
Participant
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 $ 799,265 $ 3,287,002 $ 2,552,887 $ 2,380,747
Realized gain (loss), net 55,630 530,984 1,440,228 $ 1,128,900
Net appreciation
(depreciation) in fair
value of investments 117,823 (1,714,125) 4,739,557 5,196,327
Participant loan interest
income
Other income 482 3,870
Contributions -
Participants'
contributions 1,609,570 2,762,072 5,345,304 2,163,428 3,678,905
Employer's contributions
---------------------------------------------------------------------------
Total additions 2,582,770 4,865,933 14,081,846 4,544,175 10,004,132
---------------------------------------------------------------------------
Deductions
Deductions from net assets
attributed to:
Benefits paid to
participants 1,299,158 2,243,220 4,616,664 7,455,050 2,440,469
Other expense 1,582 3,034 6,503 4,135 3,180
---------------------------------------------------------------------------
Total deductions 1,300,740 2,246,254 4,623,167 7,459,185 2,443,649
---------------------------------------------------------------------------
Net increase (decrease) prior
to fund transfers 1,282,030 2,619,679 9,458,679 (2,915,010) 7,560,483
Interfund transfers, net (342,345) 84,462 (681,979) (510,368) 1,759,813
Transfers (to) from
other plans (51,165) (101,248) (182,817) 306,226 (60,761)
---------------------------------------------------------------------------
Net increase (decrease) 888,520 2,602,893 8,593,883 (3,119,152) 9,259,535
Net assets available for benefits:
Beginning of year 11,650,526 15,560,199 34,155,805 39,514,456 18,789,909
----------------------------------------------------------------------------
End of year $12,539,046 $18,163,092 $42,749,688 $36,395,304 $28,049,444
============================================================================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
FRONTIER CORPORATION
EMPLOYEES' RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
PAGE 5 CONT.
Fund Information for the Year Ended December 31, 1997
Participant
Fund F Fund G Fund H Loans Other Total
<S> <C> <C> <C> <C> <C> <C>
Additions
Additions to net assets attributed to:
Investment income -
Interest and dividends $1,919,371 $ 90,146 $ 32,328 $ 11,061,746
Realized gain (loss), net (760,326) 5 (243) 2,395,178
Net appreciation
(depreciation) in fair
value of investments 5,512,053 (73,197) (41,380) 13,737,058
Participant loan interest
income $ 399,608 399,608
Other income 22,317 26,669
Contributions -
Participants' contributions 2,819,298 33,834 16,760 $1,025,512 19,454,683
Employer's contributions 6,292,181 258,126 6,550,307
-------------------------------------------------------------------------------------------
Total additions 15,804,894 50,788 7,465 399,608 1,283,638 53,625,249
-------------------------------------------------------------------------------------------
Deductions
Deductions from net assets
attributed to:
Benefits paid to
participants 4,574,708 1,234 955 379,650 23,011,108
Other expense 1,557 14 4 20,009
-------------------------------------------------------------------------------------------
Total deductions 4,576,265 1,248 959 379,650 23,031,117
-------------------------------------------------------------------------------------------
Net increase (decrease) prior
to fund transfers 11,228,629 49,540 6,506 19,958 1,283,638 30,594,132
Interfund transfers, net 264,811 1,010,352 453,951 636,169 (2,674,866) -
Transfers (to) from other plans (98,482) 49,940 (138,307)
-------------------------------------------------------------------------------------------
Net increase (decrease) 11,394,958 1,059,892 460,457 706,067 (1,391,228) 30,455,825
Net assets available for benefits:
Beginning of year 45,283,094 6,006,035 2,674,866 173,634,890
-------------------------------------------------------------------------------------------
End of year $56,678,052 $1,059,892 $460,457 $6,712,102 $1,283,638 $204,090,715
============================================================================================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
</TABLE>
<PAGE>
<PAGE>
1. Description of the Plan
The Frontier Corporation Employees' Retirement Savings Plan
(the "Plan") is a defined contribution plan established by the
Board of Directors of Frontier Corporation (the "Company")
effective March 1, 1994. The Plan is subject to the
applicable provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA"). The Plan provides
participants the option of having their basic and supplemental
contributions to the Plan made on a salary reduction basis and
on a deferred tax basis.
During Plan year end December 31, 1997, the RG Data Inc.
401(k) Retirement Plan was merged into the Frontier
Corporation Employees' Retirement Savings Plan. Net assets of
$512,997 were transferred from this plan during Plan year end
December 31, 1997.
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 (to) from other plans.
During Plan year end December 31, 1996, the following plans
merged into the Frontier Corporation Employees' Retirement
Savings Plan: ETI Retirement Savings Plan, Confertech
International Employee Savings 401(k) Plan, and the Allnet
Communication Services, Inc. 401(k) Plan. Net assets of
$19,949,570 were transferred from these plans during Plan year
end December 31, 1996.
Effective December 31, 1996, the Link USA Corporation 401(k)
Plan merged with the Plan. At December 31, 1996, $1,018,239
was owed to the Plan from the former trustee of the Link USA
Corporation 401(k) Plan.
The principal provisions of the Plan are described below and
are provided for general information purposes only.
Participants should refer to the Plan document for a more
complete description of the Plan's provisions.
Participation
-------------
Certain non-bargaining employees are eligible to participate
in the Plan upon the first of the month after 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 companies 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 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 contributions imposed by
the Internal Revenue Code under Section 401(k).
Individual accounts which record the participants'
contributions, the earnings on all contributions and the
amount of the participant's interest in each fund are
maintained for each participant. The participants'
contributions during a month are allocated directly to their
individual account when contributions are received by the
Trustee. Participants have the option to invest their
contributions in any of the funds and may change their
allocation between funds at any time.
Employer matching contributions equal 100% of participant
contributions, up to the first 3% of compensation. 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. All employer contributions will
be invested initially in Fund F. All employer contributions
invested in this Fund must remain
for five years, while an active participant, after which time the
participant may elect to transfer the amounts to any of the
other funds or retain the amounts in this Fund. If the
participant terminates service with the Company, he or she may
elect to transfer the amounts in Fund F to any other funds or
retain the amounts in this Fund.
Each Plan year, the Company, at its discretion, may contribute
additional amounts to participants.
Vesting
-------
Participants are immediately 100% vested in their individual
account and all employer matching contributions and earnings
thereon.
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 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, $2,999,876 in loans were disbursed and
principal repayments of $2,363,707 were made.
Plan Termination
----------------
Although it has not expressed any intent to do so, the Company
reserves the right under the Plan to discontinue its
contributions and/or to terminate the Plan at any time. Upon
termination, all amounts funded shall become nonforfeitable
and shall be provided for and paid from the Plan's trust in
accordance with the order priority set forth in Section 4044
of ERISA.
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 market value at December 31, 1997 and 1996.
3. Participant Accounts
As of December 31, 1997 and 1996, the Plan held 2,355,452 and
2,001,454 shares of Frontier Corporation common stock at a
fair market value of $56,678,052 and $45,283,094,
respectively. Of these shares, 265,683 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, 100,088 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 as
amended through February 2, 1995 stating that the Plan, as
designed, is a qualified plan in accordance with Section
401(a) of the Internal Revenue Code, and its corresponding
trust is exempt from taxation under Section 501(a) of the
Code. The Plan Administrator believes the Plan is being
operated as designed and, therefore, maintains its tax-
qualified status.
<PAGE>
<PAGE>
<TABLE>
FRONTIER CORPORATION
EMPLOYEES' RETIREMENT SAVINGS PLAN
Line 27a - Schedule of Assets Held for Investment Purposes Schedule I
- -------------------------------------------------------------------------------------------------------
Current
Number value at
of December 31,
Description/Issuer shares Cost 1997
<S> <C> <C> <C>
Interests in Registered Investment Companies:
* Putnam Income Fund 1,763,579 $ 12,153,001 $ 12,539,046
* Putnam Global Growth Fund 1,823,604 18,717,742 18,163,092
* Putnam Voyager Fund 2,244,078 33,890,291 42,749,688
* Putnam Growth and Income Fund 54,242 1,133,089 1,059,892
* Putnam Asset Allocation Fund Balanced Portfolio 41,371 501,837 460,457
----------------------------
Total interests in registered investment companies 66,395,960 74,972,175
Common Trust: ----------------------------
* Putnam S & P 500 Index Fund 1,242,776 17,534,400 28,049,444
----------------------------
Common Stock:
* Frontier Corporation 2,355,452 54,716,096 56,678,052
----------------------------
Participant Loans:
Participant loan accounts (rate 6.0% - 11.5%)
(maturities range 1998 to 2022) 6,712,102 6,712,102
-----------------------------
Insurance Company Pooled Separate Account:
Stable Value Fund 36,395,304 36,395,304
-----------------------------
Total investments $181,753,862 $202,807,077
=============================
*Denotes party-in-interest
</TABLE>
<PAGE>
<PAGE>
<TABLE>
FRONTIER CORPORATION
EMPLOYEES' RETIREMENT SAVINGS PLAN
Line 27d - Schedule of Reportable Transactions Schedule II
- ---------------------------------------------------------------------------------------------------------------------
Expense Current value
Number incurred of asset on Net
Identity of Description of Purchase Selling Lease with Cost of transaction gain
party involved of asset transactions price price rental transaction asset date (loss)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Series of Transactions:
Putnam Voyager Fund* Registered
Investments 351 $15,449,435 N/A N/A N/A $15,449,435 $15,449,435
Putnam Voyager Fund* Registered
Investments 531 N/A $13,036,598 N/A N/A 11,596,370 13,036,598 $1,440,228
Stable Value Fund Insurance
Company
Pooled
Separate
Account 461 21,095,295 N/A N/A N/A 21,095,295 21,095,295
Stable Value Fund Insurance
Company
Pooled
Separate
Account 519 N/A 25,709,768 N/A N/A 25,709,768 25,709,768
Frontier Corporation* Common
Stock 316 28,732,884 N/A N/A N/A 28,732,884 28,732,884
Frontier Corporation* Common
Stock 511 N/A 22,090,379 N/A N/A 22,850,705 22,090,379 (760,326)
Putnam Global
Growth Fund* Registered
Investments 323 10,410,438 N/A N/A N/A 10,410,438 10,410,438
Putnam Global
Growth Fund* Registered
Investments 471 N/A 6,625,443 N/A N/A 6,094,459 6,625,443 530,984
Putnam S & P 500
Index Fund* Common Trust 359 9,679,603 N/A N/A N/A 9,679,603 9,679,603
Putnam S & P 500
Index Fund* Common Trust 447 N/A 6,745,305 N/A N/A 5,616,405 6,745,305 1,128,900
Putnam Income Fund* Registered
Investments 273 5,770,936 N/A N/A N/A 5,770,936 5,770,936
Putnam Income Fund* Registered
Investments. 471 N/A 5,055,893 N/A N/A 5,000,263 5,055,893 55,630
* 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.
FRONTIER CORPORATION
EMPLOYEES' RETIREMENT SAVINGS PLAN
Date June 25, 1998 By: /s/ Martin T. McCue
-------------------------------
Martin T. McCue
Senior Vice President and
General Counsel
<PAGE>
Exhibit 23
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the
Prospectus constituting part of the Registration Statement on
Form S-8 (File No. 33-51885) of Frontier Corporation of our
report dated April 24, 1998 appearing on page 2 of this Form
11-K.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Rochester, New York
June 25, 1998
