FORM 10-C

Securities and Exchange Commission
Washington, DC 20549

Report by issuer of securities quoted on The Nasdaq Stock Market, filed
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 and Rule
13a-17 or 15d-17 thereunder.

ACC CORP.
EXACT NAME OF ISSUER AS SPECIFIED IN CHARTER

400 WEST AVENUE, ROCHESTER, NEW YORK 14611
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES

(716) 987-3000
ISSUER'S TELEPHONE NUMBER INCLUDING AREA CODE


I.    Change in Number of Shares Outstanding
Indicate any change (increase or decrease) of five percent or more in the
number of shares outstanding:

1.    Title of security   CLASS A COMMON STOCK, PAR VALUE $.015 PER SHARE
2.    Number of shares outstanding before the change 10,186,687
3.    Number of shares outstanding after the change 15,280,030
4.    Effective date of change  AUGUST 8, 1996

5.    Method of change  STOCK DISTRIBUTION
Specify method (such as merger, acquisition, exchange, distribution, stock
split, reverse split, acquisition of stock for treasury, etc.)
Give brief description of transaction 3-FOR-2 STOCK DIVIDEND, PAID BY ISSUANCE
OF ONE ADDITIONAL SHARE FOR EVERY TWO SHARES OUTSTANDING ON JULY 3, 1996 RECORD
DATE.

II.   Change in Name of Issuer

1.    Name prior to change

2.    Name after change

3.    Effective date of charter amendment changing name

4.    Date of Shareholder approval of change, if required

                                        EXECUTIVE VICE PRESIDENT &
  AUGUST 9, 1996 /S/ MICHAEL R. DALEY,  CHIEF FINANCIAL OFFICER 
  DATE                  OFFICER'S SIGNATURE AND TITLE