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

                         FORM 10-K

       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
           OF THE SECURITIES EXCHANGE ACT OF 1934

        For the fiscal year ended December 31, 1996

              Commission File Number 33-91250

                        ------------
                 ROCHESTER TELEPHONE CORP.
   (Exact name of Registrant as specified in its charter)
                        ------------

New York                                16-1469713
(State or other jurisdiction of          (I.R.S. Employer
incorporation or organization)           Identification No.)

180 South Clinton Avenue                     14646-0700
Rochester, New York                         (Zip Code)
(Address of principal executive offices)

Registrant's telephone number, including area code: (716) 777-1000

Securities registered pursuant to Section 12(b) of the Act:  None
 Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or such shorter period that the registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  YES  X  NO__

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ X ]

As of February 28, 1997 all 772 outstanding shares of the
registrant's no par common stock were held by Frontier
Corporation.

OMISSION OF INFORMATION BY CERTAIN WHOLLY-OWNED SUBSIDIARIES

The registrant meets the conditions set forth in general
instruction J(1)(a) and (b) of Form 10-K and is therefore
filing this Form with the reduced disclosure format.

<PAGE>
                              
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                           PART I


ITEM 1.   BUSINESS

The Company

     Rochester Telephone Corp. (the "Company") is a
regulated independent telephone company that serves
customers in the Rochester, New York market.  The Company is
the primary provider of basic telephone services in the
Rochester market and offers its customers a full complement
of local network services, access to long distance network
services, directory and other operator services.  The
Company also offers all of its network services for sale on
a wholesale basis to other telecommunication service
providers in the Rochester market.

     The Company was incorporated under the laws of the
State of New York in November 1994 and is a wholly owned
subsidiary of Frontier Corporation ("Frontier").  Frontier
has served the Rochester market since 1920 and has evolved
into a major U.S. diversified telecommunications firm.  The
Company's operations represented approximately 12.5% of
Frontier's consolidated revenues for the year ended December
31, 1996 and 18.7% of Frontier's consolidated assets as of
December 31, 1996.

      The  principal  executive offices of the  Company  are
located  at  180 South Clinton Avenue, Rochester,  New  York
14646-0700.  The telephone number is (716) 777-1000.

General

     The Company derives revenue primarily from fees for
local services, network access for interconnection of long
distance companies, directory advertising and from billing
and collection and other services provided to long distance
companies.  The Company also derives revenue from the sale,
leasing and maintenance of telephone equipment and the sale
of  enhanced services such as voice mail, custom calling
features and advanced number identification products such as
caller ID.  In addition, the Company offers its network
services on a tariff basis for wholesale purchase by other
telecommunication service providers, including Frontier
Communications of Rochester, Inc., a subsidiary of Frontier.
The Company's expenses are primarily related to the
development and maintenance of its local exchange network
and costs associated with customer service, billing and
other general and administrative expenses.
     
     The Company operates 71 central office and remote
switching centers in Rochester, New York.  As of December
31, 1996, the Company served 530,217 access lines in the
Rochester market, of which  352,177  were residential lines
and 178,040 were business lines.

     Since the beginning of 1988, the Company has invested
over $447 million in upgrading its local exchange business
in the Rochester market.  Over this period, the Company's
switching networks have been fully digitalized, making
Rochester one of the largest cities in the United States  to
be served by an all-digital network.

     Technological innovation and regulatory change are
accelerating the pace of competition for local exchange
services.  New competitors now have the ability to provide
basic local telephone service in many major U.S. markets,
including Rochester, New York.  To benefit from these
technological advances and broaden the scope and quality of
its own product and service offerings, the Company has
increased digital switching capacity throughout its networks
and has pursued regulatory alternatives such as the Open
Market Plan, which is described in more detail below.
Currently, the Company continues to be the primary retail
provider of basic residential local telephone service in
Rochester, New York.

Regulatory Matters

Telecommunications Act of 1996

     On February 8, 1996, President Clinton signed into law
the Telecommunications Act of 1996 (the "Act").  The Act
substantially revised the Communications Act of 1934.  The
Act has particular relevance to the Company in two areas.
First, the Act creates a duty on the part of the Company to
interconnect its networks with those of its competitors and,
in particular, to negotiate in good faith the terms and
conditions of such interconnection. The Act also establishes
pricing rules for services sold by the Company to its
competitors.

     Second, although the Act generally prohibits long
distance companies from marketing their services jointly
with the local telephone services provided by a Regional
Bell Operating Company ("RBOC"), at least until that RBOC is
permitted to enter the long distance business, it contains
an exception for companies that serve less than five percent
of the nation's presubscribed access lines, such as the
Company.  The Company is not an RBOC.  Thus, the Act permits
the Company to market its local telephone services jointly
with long distance services whether provided by the Company
or provided by an affiliated company.

     The FCC has initiated three major proceedings, among
others, to implement the Act.  First, the Commission adopted
regulations implementing the unbundling, interconnection and
resale obligations of the Act.  The Commission's order has
been appealed to the United States Court of Appeals for the
Eighth Circuit and that Court has stayed the pricing
provisions of the order.  A decision from the Court is
expected in the next few months.
     
     Second, the FCC has also issued proposed rules
addressing the Act's universal service provisions.  A final
decision from the Commission is expected in May 1997.

     Finally, the Commission has issued a notice of proposed
rulemaking in which it is proposing changes to its rules
governing the assessment and collection of interstate access
charges assessed by local exchange carriers.

     The Company is evaluating its options in light of the
pendency of these three proceedings, but cannot predict the
outcome of the ongoing judicial and administrative
proceedings.

The Open Market Plan
     
     On February 3, 1993, the Company filed its Open Market
Plan with the New York State Public Service Commission
("NYSPSC").  The Open Market Plan was approved by an Order
of the NYSPSC dated November 10, 1994. The Plan was approved
by the Company's shareowners on December 19, 1994 and
implemented effective January 1, 1995.  The Open Market Plan
formally opened the Rochester, New York local exchange
market to competition.  The Company was the first
communications company in the nation to propose and
implement a plan for full local competition.  The Open
Market Plan enables customers to choose their local
telephone service provider and to select from a broad array
of products, services and prices.  It also gives the Company
the flexibility to broaden the scope and quality of its own
competitive service offerings.  The Company has increased
its level of enhanced services such as caller ID, call
forwarding and enhanced voicemail.  These enhanced services
are not subject to significant price regulation.

     As a result of the Open Market Plan, two new companies
were formed from the Rochester, New York local exchange
operations: The Company, a provider of retail services
as well as basic network services to resellers and
Frontier Communications of Rochester, Inc. ("FCR"),
a retail provider of telecommunications services.  The
Company and FCR are subsidiaries of Frontier, which became
an unregulated parent holding company.  This configuration
has been established to better meet the current and emerging
competition in the marketplace.

     The Open Market Plan provides for a total of $21
million in rate reductions (the "Rate Stabilization Plan")
over a seven year period beginning January 1, 1995, subject
to termination by either the Company or the NYSPSC after
five years (the "Rate Period").  The Rate Stabilization Plan
also precludes the Company from increasing basic residential
and business telephone service rates during the rate period.
In consideration of the rate reductions, the Rate
Stabilization Plan provides that the Company's local
exchange services be subject to price-cap regulation rather
than rate of return regulation.  The rates provided in the
Rate Stabilization Plan were designed at the inception of
the Open Market Plan to permit the Company to recover its
costs and to earn a reasonable rate of return, calculated
using a methodology utilized by the NYSPSC to set the rate
of return earned by providers of local exchange services in
New York State.

     Under the Telecommunications Act of 1996 and a
statewide proceeding, the NYSPSC is also considering the
prices that local exchange companies in New York may charge
for "unbundled" service elements such as links (the wire
from the switch to the customer premise), ports (the portion
of the switch that terminates the link) and switch usage
features.  The Company is actively participating in this
proceeding and expects the NYSPSC to issue a decision
sometime in 1997. In a related statewide proceeding, the
NYSPSC is also examining possible changes to the prices and
rate structure of intrastate access charges paid by long
distance companies for the origination and termination of
long distance calls. See related discussion in Item 3,
"Legal Proceedings".

     In 1996, the Company failed to achieve the service
quality levels required by the Open Market Plan.  On
December 19, 1996, pursuant to the Open Market Plan, the
Company requested the NYSPSC staff to exclude certain months
from the calculation used to measure service quality, due to
operating conditions considered by management to be abnormal
and beyond the Company's control.  The Company anticipates a
decision by the NYSPSC staff by the end of April 1997, but
cannot predict the outcome of this matter.  Until such time
as the matter is resolved, the Company is prohibited from
paying dividends to Frontier Corporation.

     Management believes there are significant market and
business opportunities associated with the Company's Open
Market Plan.  However, there are also uncertainties
associated with the Plan.  In the Company's opinion, the
most significant issues relate to increased competition in
the Rochester, New York market and the risk inherent in the
Rate Stabilization Plan.

     There can be no assurance of what impact the changing
regulatory environment will have on the Company.

Regulatory Accounting

     As of September 30, 1995, the Company discontinued the
application of Financial Accounting Standards No. 71 ("FAS
71"), "Accounting for the Effects of Certain Types of
Regulation."  The Company discontinued the use of FAS 71
based upon changes in regulation and increasingly rapid
advancements in telecommunications technology and other
factors creating more competitive markets.  The
discontinuance of regulatory accounting methods resulted in
a non-cash post-tax extraordinary charge of $60.4 million,
net of applicable income taxes of $34.9 million, primarily
caused by the reduction in the recorded value of long-lived
telephone plant assets.

Environmental and Other Matters

     Except for site specific issues, environmental issues
tend to impact members of the telecommunications industry in
consistent ways. The Environmental Protection Agency (EPA)
and other agencies regulate a number of chemicals and
substances that may be present in facilities used in the
provision of telecommunications services.  These include
preservatives in some wood poles, asbestos in certain
underground duct systems, and lead in some cable sheathing.
Some components of the Company's network may include one or
more of these substances.  The Company believes that, in
their present uses, any such facilities of the Company pose
no significant environmental or health risk that derives
from EPA regulated substances.  If  EPA regulation of any
such substance is increased, or if any facilities are
disturbed or modified in such a way as to require removal,
special handling, storage and disposal may be required for
any such facilities removed from use.  At this time, the
Company is not subject to any environmental litigation that
requires disclosure.

Employees and Labor Relations

     As of December 31, 1996 the Company had 1,525
employees, of which 217 were management employees and 1,308
were clerical, service and craft workers.  The Rochester
Telephone Workers Association ("RTWA") represents 689 of
such clerical and service workers and the Communications
Workers of America, Local 1170 ("CWA")
represents 619 craft and service workers.  The union labor
contracts are negotiated in three year cycles.

     Under the current three-year contract between the
Company and the RTWA, effective August 12, 1994, bargaining
unit employees received a 2.0% general increase.  On
February 12, 1995, February 18, 1996 and February 16, 1997
they received a 1.0% general increase. The RTWA contract
will expire on August 12, 1997.

     On January 31, 1996, the CWA Local 1170 contract
expired.  The contract negotiations are currently at an
impasse and the Rochester company implemented the terms of
its final offer as of April 9, 1996.  The Union filed unfair
labor practice charges with the National Labor Relations
Board ("NLRB").  In June, the Company received a favorable
determination after review within the NLRB, rejecting all
unfair labor practice claims that could have affected the
declaration of impasse.  The Union appealed these decisions
within the NLRB.  On December 2, 1996 the Office of the
General Counsel of the NLRB in Washington, D.C. affirmed the
dismissal of three of the four unfair labor practice
charges.  The fourth charge was returned to the Regional
Office in Buffalo, New York for an administrative hearing.
This hearing is scheduled to commence in May 1997.

     On December 11, 1996, the Company and the CWA National
reached a tentative agreement on a new three year contract.
However, on January 27, 1997, the membership of Local 1170
voted against the agreement.  At the request of the Union,
Management returned to the bargaining table on February 4,
1997. No changes resulted from this meeting.  Additional
bargaining sessions may be scheduled in the future, if
warranted.  At the present time, the terms and conditions of
employment as implemented on April 9, 1996, remain in place.

Risk Factors

     The Company is subject to several risk factors that
should be considered by current security owners and
prospective investors.  This Report on Form 10-K and the
documents incorporated by reference include forward-looking
statements as described under the Private Securities
Litigation Reform Act of 1995.  Actual results may differ
materially from those identified in forward looking
statements.  Forward looking statements are identified by
such words as "expects," "anticipates," "believes,"
"intends," "plans" and variations of such words and similar
expressions.
     
     Changes in Rates of Growth of the Economy and the
     Overall Industry

     To some extent, the Company's revenue growth is related
to the overall economy and to the telecommunications
industry in general.  Factors that may influence the
Company's performance within the telecommunications industry
include product pricing and development, integration of
services, the effects of competition and the expansion of
the business.  The performance of the economy and the
telecommunications  industry could cause the Company's
actual results to vary significantly.

     Competition Risk

     Technological innovation and regulatory changes are
accelerating the pace of competition for telecommunications
services.  As a result, the Company faces intensified
competition in all aspects of providing telecommunications
services.

     There are significant uncertainties surrounding  the
introduction of new products and services and the capital
expenditures that will be required by the Company to remain
in a competitive position.  In addition, there are
uncertainties surrounding the impact on competition as a
result of the enactment of the Telecommunications Act of
1996.

     Contingent Liabilities

     The Company is continuously involved in various
judicial and administrative proceedings involving matters
incidental to the business.  Unless otherwise stated
specifically, the Company believes that the probable outcome
of any of these matters, or to the combination of all of the
matters, will not have a material adverse effect on the
Company's consolidated  results of operations or financial
position.  However, there can be no assurance that the
resolution of these matters will not be contrary to
management's expectations.


ITEM 2.   PROPERTIES

     The Company owns its telephone property, which
includes: connecting lines between customers' premises and
the central office switching equipment, buildings, land and
miscellaneous property and customer premises equipment under
lease agreement with the Company.

     The connecting lines include aerial and underground
cable, conduit, poles and wires and microwave equipment.
These facilities are located on public streets and highways
or on privately owned land.  The Company has permission to
use these lands pursuant to local governmental consent or
lease, permit, easement or other agreement.

     The central office switching equipment includes digital
electronic switches and peripheral equipment.

     The Company owns or leases the land and buildings in
which its central offices, warehouse space, office and
traffic headquarters are located.  The Company's
headquarters are located in a leased seven-story building at
180 South Clinton Avenue, Rochester, New York.  The lease
expires in 2003 and is renewable for two successive ten-year
periods.


ITEM 3.   LEGAL PROCEEDINGS

          On October 3, 1995, AT&T Communications of New
York filed a formal complaint with the NYSPSC requesting
changes to the Open Market Plan.  AT&T asked the NYSPSC to
reduce the Company's wholesale rates to resellers by
increasing the "wholesale discount" (the margin between
wholesale and retail rates) for most services from 5% to
35%.  AT&T also complained about other rates and about the
terms and conditions of the provisioning of service to
resellers.  On July 18, 1996, the NYSPSC increased the
wholesale discount to 13.5% on a temporary basis, effective
July 24, 1996.   On November 27, 1996, the NYSPSC
established permanent wholesale discounts, retroactive to
July 24, of 17.0% for resellers using the Company's operator
services and 19.6% for resellers providing their own
operator services. In a statewide proceeding also examining
New York Telephone Company's wholesale prices, the NYSPSC is
determining the prices applicable to the purchase of
unbundled network elements such as subscriber loops
("links"), switch ports and transport and switching
services. In a related statewide proceeding, the NYSPSC is
also examining possible changes in the prices and rate
structure of intrastate access charges paid by long distance
companies for the origination and termination of long
distance calls.

     In 1996, the Company failed to achieve the service
quality levels required by the Open Market Plan.  On
December 19, 1996, pursuant to the Open Market Plan, the
Company requested the NYSPSC staff to exclude certain months
from the calculation used to measure service quality, due to
operating conditions considered by management to be abnormal
and beyond the Company's control.  The Company anticipates a
decision by the NYSPSC staff by the end of April 1997.
Until such time as the matter is resolved, the Company is
prohibited from paying dividends to Frontier Corporation.
Management cannot predict the ultimate results of these
proceedings at this time.


ITEM  4.     SUBMISSION  OF MATTERS TO A  VOTE  OF  SECURITY
             HOLDERS

     Omitted pursuant to General Instruction J.

                              
                           PART II

ITEM   5.    MARKET  FOR  THE  REGISTRANT'S  COMMON   EQUITY
             AND RELATED SECURITY MATTERS

     The Company is a wholly-owned subsidiary of  Frontier.
There is no established public trading market for the no par
value, common stock of the Company.

     The Open Market Plan, discussed under Item 1, imposes
conditions on the declaration of dividends from the Company
to Frontier such that the Company may only pay dividends on
its common stock when the payment of such dividends will not
impair the Company's service quality or its ability to
finance its short and long term capital needs at reasonable
terms, while maintaining specified debt ratings (a target
debt rating of "A" from S&P).

ITEM 6.   SELECTED FINANCIAL DATA

     Omitted pursuant to General Instruction J.

ITEM 7.    MANAGEMENT'S NARRATIVE ANALYSIS OF
           THE  RESULTS OF OPERATIONS

     The information presented in this Management's
Narrative Analysis of the Results of Operations should be
read in conjunction with the financial statements and
accompanying Notes of Rochester Telephone Corp. ("the
Company") for the three years ended December 31, 1996.

     The matters discussed throughout this Form 10-K, except
for historical financial results contained herein, may be
forward looking in nature or "forward looking statements."
Actual results may differ materially from the forecasts or
projections presented. Forward looking statements are
identified by such words as "expects," "anticipates,"
"believes," "intends," "plans" and variations of such words
and similar expressions. The Company believes that its
primary risk factors include, but are not limited to:
changes in the overall economy and the economy in Rochester,
New York, the nature and pace of technological change, the
number and size of competitors in the Company's market,
changes in law and regulatory policy and the mix of products
and services offered in the Company's markets. Any forward
looking statements in the 1996 Form 10-K should be evaluated
in light of these important risk factors.

RESULTS OF OPERATIONS

     Revenues in 1996 were $321.8 million, an increase of
$6.5 million or 2.1% over the prior year. Revenue growth
over the prior year was driven in part by the introduction
of new products and features and a higher demand for
services in the open market environment. Total access lines
increased 1.1% and minutes of use increased 6.5% over 1995.
The increases in revenue growth were partially offset by
rate reductions for business touch-tone as stipulated by the
Open Market Plan and a decline in intraLATA toll revenues.
(See discussion of the Open Market Plan on pages 12-14.) In
general, prices being charged to both customers and to long
distance companies for access usage have declined over the
past three years. This is due not only to regulatory
requirements, but also to increased competition in the
marketplace. Prices charged to customers and access prices
charged to long distance companies may continue to decline
as competition increases and regulatory controls are
relaxed.

     Costs and expenses for 1996 include a charge of $17.3
million resulting from the curtailment of certain company
pension plans. The pension curtailment is a result of
Frontier's efforts to standardize pension benefits across
the Corporation. Normalized for these nonrecurring charges,
cost and expenses were $233.0 million, an increase of $4.6
million or 2.0%,  which was relatively flat as compared to
1995. Reduced selling, administrative and depreciation costs
were offset by increased costs associated with the union
contract negotiations.  These costs, which were incurred in
connection with the contract negotiations with
Communications Workers of America, Local 1170, were
necessary to ensure reliable and uninterrupted customer
service in the event of a work stoppage. The contract
negotiations are currently at an impasse and the Company
implemented the terms of its final offer as of April 9,
1996. See also Item 1, "Business" and "Employee and Labor
Relations" in this section for additional information
regarding the CWA contract negotiations.

     Depreciation and amortization expense for 1996
decreased $2.3 million or 4.0% from 1995. The decrease is
primarily due to the reduction in depreciation expense
associated with the impairment loss and plant write-down
under FAS 121.  The assets included in the FAS 121
adjustment consist principally of telephone switching
equipment held for disposal as a result of the Company's
implementing a central office switch consolidation project.
The three year plan to consolidate host switches and reduce
the number by over 60% is projected to improve network
efficiency and reduce the cost of maintenance and software
upgrades in future years. As of December 31, 1996, the
project is progressing as scheduled and two host switches
have been consolidated. The Company anticipates that the
project will be  substantially complete by July 1998.

Other Income Statement Items

     Interest expense for 1996 was $3.1 million, a decrease
of $3.1 million or 50.2% over 1995. The Company realized
reduced interest expense in 1996 primarily due to lower
average debt levels in 1996 as compared to 1995 and as a
result of the refinancing of outstanding debt previously
issued under the revolving credit agreement in the first
quarter of 1996.

     The effective tax rate in 1996 was 35.1% versus 37.1%
in 1995.  The decrease in the effective tax rate is a result
of the Company's discontinuance of regulatory accounting for
deferred taxes associated with its telephone plant.

Nonrecurring Charge

     The Company's operating results for 1996 include a
$17.3 million pre-tax charge resulting from the curtailment
of certain Company pension plans. The pension curtailment is
a result of  Frontier's efforts to standardize pension plans
across the Corporation.

Extraordinary Item

     As a result of changes in regulation and increasing
competition in the telecommunications industry, the Company
discontinued the use of Statement of Financial Accounting
Standards ("FAS") No. 71, "Accounting for the Effects of
Certain Types of Regulation" as of September 30, 1995. This
non-cash extraordinary write-off totaled $60.4 million, net
of an income tax benefit of $34.9 million.

New Accounting Pronouncements

     Effective January 1, 1996, the Company adopted FAS 121
"Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of."  FAS 121 requires that
certain long-lived assets and identifiable intangibles be
written down to fair value whenever an impairment review
indicates that the carrying value cannot be recovered on an
undiscounted cash flow basis.  The statement also requires
that certain long-lived assets and identifiable intangibles
to be disposed of,  be reported at fair value less selling
costs.  The Company's adoption of this standard resulted in
a non-cash charge of $6.9 million (net of a tax benefit of
$3.7 million) and is reported as a cumulative effect of a
change in accounting principle.  The charge represents the
cumulative adjustment required by FAS 121 to remeasure the
carrying amount of certain assets held for disposal as of
January 1, 1996.  These assets held for disposal consist
principally of  telephone switching equipment as a result of
the Company implementing a central office switch
consolidation project.

LIQUIDITY AND CAPITAL RESOURCES

Review of Cash Flow Activity

     Cash generated from operations amounted to $106.4
million in 1996 as compared to $98.6 million in 1995. The
increase in operating cash flow is primarily attributable to
revenue growth and decreased working capital requirements.
Offsetting cash provided by operating activities in 1996 and
1995 are outflows for capital expenditures of $53.1 million
and $38.6 million, respectively.  The increase in capital
expenditures in 1996 is primarily due to the host
consolidation project.

     Financing activities resulted in net cash outflows of
$55.4 million and $54.4 million for 1996 and 1995,
respectively. During 1996, the Company paid cash dividends
of $56.0 million, repaid advances to Frontier Corporation in
the amount of $1.9 million and increased borrowings under
its commercial paper program by $2.6 million. Financing
activities in the prior year included $99.7 million for debt
repayments, offset by proceeds from the issuance of long-
term debt of $39.6 million and advances from Frontier
Corporation of $5.8 million. No cash dividends were paid to
Frontier Corporation during 1995.

Debt

     At December 31, 1996, the Company's total outstanding
long-term debt amounted to $62.9 million. This debt
consisted of  $22.9 million issued under the Company's
commercial paper program and $40.0 million of medium-term
notes issued on March 27, 1995.

     In the first quarter of 1996, the Company refinanced
the outstanding debt previously issued under the revolving
credit agreement with commercial paper issued by Chase
Manhattan.  The Company's commercial paper program is backed
by the revolving credit agreement.

Debt Ratio and Interest Coverage

     The Company's debt ratio was 21.4% as of December 31,
1996.  This compares to a debt ratio of  19.4% at December
31, 1995. This change is driven by the reduction in equity
primarily as a result of dividends paid to Frontier during
1996 .  Pre-tax interest coverage was 20.1 times for the
year ended December 31, 1996 as compared with 11.5 times for
the year ended December 31, 1995, excluding nonrecurring
charges.

Capital Spending

     The Company plans to expend approximately $50.0 million
for additions to property, plant and equipment during 1997.
The planned capital expenditures are primarily attributed to
technological advancements and expansion of  the network to
meet customer demand.

OTHER ITEMS

Open Market Plan

     The Company completed its second full year of
operations under the Open Market Plan in 1996.  The Open
Market Plan promotes telecommunications competition in the
Rochester, New York market by providing for (1)
interconnection of competing local networks including
reciprocal compensation for terminating traffic, (2) equal
access to network databases, (3) access to local telephone
numbers and (4) service provider number portability.  The
inherent risk associated with opening the Rochester market
to competition is that some customers are able to purchase
services from competitors, which reduces the number of
retail customers and potentially causes a decrease in the
revenues and profitability for the Company.  However,
results since the implementation of the Open Market Plan
indicate that a stimulation of demand in the use of the
network and new product revenue can offset the loss of some
retail customers.  Increased competition may also lead to
additional price decreases for services, adversely impacting
the Company's margins.

     During the seven year period of the Open Market Plan
Agreement, rate reductions of $21 million  will be
implemented for Rochester area consumers, including $11.5
million of which occurred in 1995 and an additional $2.5
million which occurred in 1996.  A rate reduction of 
$1.5 million will occur in 1997.  Rates charged 
for basic residential and business telephone 
service may not be increased during the seven year
period of the Plan.  The Company is allowed to raise prices
on certain enhanced products such as caller ID and call
forwarding.  Price increases on enhanced products partially
offset the rate reductions required under the Plan in 1996.

     In addition to the required rate reductions, the Open
Market Plan prohibits the payment of dividends by the
Company to Frontier Corporation if (i) the Company's senior
debt has been downgraded to "BBB" by Standard & Poor's
("S&P"), or the equivalent rating by other rating agencies
or is placed on credit watch for such a downgrade, or (ii) a
service quality penalty is imposed under the Open Market
Plan.  Dividends paid to the parent, Frontier Corporation,
also are prohibited unless the Company's directors certify
that such dividends will not impair the Company's service
quality or its ability to finance its short and long term
capital needs on reasonable terms while maintaining an S&P
debt rating target of "A".

     AT&T Communications of New York filed a complaint with
the NYSPSC for reconsideration of the Open Market Plan on
October 3, 1995. The complaint sought a change in the
wholesale discount, the minutes of use surcharge and
changes in a number of operational and support activities.
Some of these issues are also being considered in other
states in other unrelated local competition proceedings. On
July 18, 1996, the NYSPSC increased the wholesale discount
of 13.5% on a temporary basis, effective July 24, 1996. On
November 27, 1996, the NYSPSC established permanent
wholesale discounts retroactive to July 24, 1996, of 17.0%
for resellers that use the Company's operator services and
19.6% for resellers that provide their own operator
services.  The Company believes that, currently, all
resellers in this market use the Company's operator
services.

     Under the Telecommunications Act of 1996 and a
statewide proceeding, the  NYSPSC is also considering the
prices local exchange companies in New York  may charge for
"unbundled" service elements such as links (the wire from
the switch to the customer premise) and ports (the portion
of the switch that terminates the link) and switch usage
features. The Company is actively participating in the
proceeding and expects the NYSPSC to issue a decision on
some service elements in 1997. In a related statewide
proceeding, the NYSPSC is also examining possible changes to
the prices and rate structure of intrastate access charges
paid by long distance companies for the origination and
termination of long distance calls.

     In 1996, the Company failed to achieve the service
quality levels required by the Open Market Plan.  On
December 19, 1996, pursuant to the Open Market Plan, the
Company requested the NYSPSC staff to exclude certain months
from the calculation used to measure service quality, due to
operating conditions considered by management to be abnormal
and beyond the Company's control.  The Company anticipates a
decision by the NYSPSC staff by the end of April 1997, but
cannot predict the outcome of this matter.  Until such time
as the matter is resolved, the Company is prohibited from
paying any more dividends to Frontier Corporation. This does
not affect the dividend payments made to Frontier throughout
1996.

Employee and Labor Relations

     The labor contract between the Communications Workers
of America ("CWA") Local 1170 and the Company expired on
January 31, 1996.  The  Company's total workforce is 1,525
employees at December 31, 1996. Membership in the CWA Local
accounted for approximately 41% of that total.  After six
months of collective bargaining without reaching an
agreement, the Company declared that the negotiations were
at impasse and implemented the terms of its final offer
effective April 9, 1996.  The CWA Local 1170 challenged the
Company's declaration of impasse and implementation through
the filing of several unfair labor practice charges with the
National Labor Relations Board ("NLRB"). All but one of
these charges was dismissed by the NLRB on December 2, 1996.
The remaining charge was returned to the NLRB's Regional
Office in Buffalo, New York for an administrative hearing
that is scheduled to commence in May 1997. The Company
cannot predict the final outcome of these matters at this
time.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY
          DATA

     The financial statements, together with the
report thereon of Price Waterhouse LLP, dated January 20,
1997, is presented on pages 15 through 34 of this Form 10-K
report and is incorporated by reference into this Item 8.

<PAGE>
<PAGE>

              Report of Independent Accountants
                              
                              
To the Shareowner of
Rochester Telephone Corp.


     In our opinion, the accompanying balance sheets and the
related statements of income, shareowner's equity and cash
flows present fairly, in all material respects, the
financial position of Rochester Telephone Corp. at December
31, 1996, 1995 and 1994, and the results of its operations
and its cash flows for the years then ended in conformity
with generally accepted accounting principles.  These
financial statements are the responsibility of the Company'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.

     As discussed in Note 9 to the financial statements,
during the first quarter of 1996 the Company adopted the
provisions of Statement of Financial Accounting Standards
No. 121, "Accounting for the Impairment of Long-Lived Assets
and Long-Lived Assets to be Disposed Of."

     As discussed in Note 9 to the financial statements,
during the third quarter of 1995 the Company adopted the
provisions of Statement of Financial Accounting Standards
No. 116, "Accounting for Contributions Received and
Contributions Made."

     As discussed in Note 2 to the financial statements,
during the third quarter of 1995 the Company discontinued
accounting for the operations of its local communications
subsidiaries in accordance with Statement of Financial
Accounting Standards No. 71, "Accounting for the Effects of
Certain Types of Regulation."

     As discussed in Note 9 to the financial statements,
during the first quarter of 1994 the Company adopted the
provisions of Statement of Financial Accounting Standards
No. 112 "Employers' Accounting for Postemployment Benefits."

    The accompanying financial statements represent the
carve out of the Company's results from operations and net
assets from the December 31, 1994 historical consolidated
financial statements of Frontier Corporation (formerly
Rochester Telephone Corporation).  A description of the
significant assumptions used to prepare the carve out
financial statements is included in Note 1 to the financial
statements.





PRICE WATERHOUSE LLP

January 20, 1997
Rochester, New York


<PAGE>
<PAGE>


                     Rochester  Telephone  Corp.
                         Statements of Income
                                                                         
                                                                         
                                                                         
In thousands of dollars             Years Ended     1996     1995      1994
                                    December 31,
----------------------------------------------------------------------------
Revenues                                          $321,838 $315,335 $308,349
                                                              
Costs and Expenses                                                       
Operating expenses                                 157,197  146,236  151,472
Depreciation and amortization                       54,291   56,549   56,235
Taxes other than income taxes                       21,492   25,589   28,647
Nonrecurring charge                                 17,340     -        - 
----------------------------------------------------------------------------    
    Total Costs and Expenses                       250,320  228,374  236,354
----------------------------------------------------------------------------
Operating Income                                    71,518   86,961   71,995
Interest expense                                     3,105    6,237   11,550
Other expense, net                                   2,304    2,839    7,013
----------------------------------------------------------------------------
             
<PAGE>
Income Before Taxes,                  
 Extraordinary Items and
Cumulative Effect of Changes in                    
Accounting Principles                               66,109   77,885   53,432
Income taxes                                        23,169   28,878   18,386
----------------------------------------------------------------------------
Income Before Extraordinary Items                                        
 and Cumulative
Effect of Changes in Accounting Principles          42,940   49,007   35,046
Extraordinary item                                          (60,441)    -
Cumulative effect of changes in accounting 
 principles                                         (6,949)  (1,020)  (6,729)
----------------------------------------------------------------------------
Net Income (Loss)                                  $35,991 $(12,454) $28,317
============================================================================
                                                                         
See accompanying Notes to Financial Statements.

<PAGE>
<PAGE>                                                                       

                        Rochester  Telephone  Corp.
                                Balance Sheets
                                                                       
In thousands of dollars       December 31,    1996       1995      1994
-----------------------------------------------------------------------
ASSETS                                                                 
Current Assets                                                         
Cash and cash equivalents                 $  3,591   $  5,643         -
Accounts receivable, (less                                             
allowance for uncollectibles of 
$1,501, $1,421, and $1,017              
respectively)                               47,777     54,450    53,608
Accounts receivable - affiliates             2,670      2,273         -
Materials and supplies                       2,006      3,084     3,623
Prepaid directory                           12,463     13,038    10,767
Other prepayments                            1,406      1,752     1,805
-----------------------------------------------------------------------
Total Current Assets                        69,913     80,240    69,803
Property, plant and equipment,net          330,552    340,545   465,747
Prepaid pension                             14,204     28,305    11,739
Deferred and other assets                    1,247      1,799    21,592
-----------------------------------------------------------------------
Total Assets                              $415,916   $450,889  $568,881
=======================================================================  
LIABILITIES AND SHAREOWNER'S EQUITY
Current Liabilities                                                    
Accounts payable                          $ 31,759   $ 42,054  $ 29,995
Accounts payable - affiliates               19,022      9,770         -
Advances from affiliate                      3,827      5,753         -
Advance billings                             4,994      5,120     7,597
Taxes accrued                                3,047      5,602     4,970
Other liabilities                            5,908      5,520     5,636
-----------------------------------------------------------------------
Total Current Liabilities                   68,557     73,819    48,198
Long-term debt                              62,872     60,300   120,000
Deferred income taxes                       25,266     36,196    75,384
Deferred employee benefits obligation       23,176     20,253    15,597
Other long-term liabilities                  4,971      9,238    17,604
-----------------------------------------------------------------------
Total Liabilities                          184,842    199,806   276,783
-----------------------------------------------------------------------
<PAGE>
Shareowner's Equity                                                    
Common stock, no par,                                                  
authorized 1,000 shares; 772                                           
shares in 1996 and 1995 and
one share in 1994 issued and
additional paid in capital                 231,074    263,537   292,098
Retained earnings                                -    (12,454)        -
-----------------------------------------------------------------------
Total Shareowner's Equity                  231,074    251,083   292,098
-----------------------------------------------------------------------         
  Total Liabilities and
   Shareowner's Equity                     $415,916   $450,889  $568,881
-----------------------------------------------------------------------
-----------------------------------------------------------------------
 See accompanying Notes to Financial Statements.

<PAGE>
<PAGE>                                                                 

                       Rochester  Telephone  Corp.
                    Statements of Shareowner's Equity
                                                                 
                                       Common                   
        In thousands of                 Stock        
        dollars                           and  
                                   Additional   Retained
                                      Paid in   Earnings     
                                      Capital  (Deficit)    Total
         --------------------------------------------------------
         Balance, January 1, 1994    $292,098 $  23,484  $315,582 
         Net income                              28,317    28,317
         Common stock dividends                 (51,801)  (51,801)
         --------------------------------------------------------
         Balance, December 31, 1994   292,098        -   292,098
         Net loss                              (12,454)  (12,454)
         Equity adjustment on         
         assets transferred 1/1/95     (28,561)      -   (28,561)
         -------------------------------------------------------
         Balance, December 31, 1995    263,537 (12,454)  251,083
         Net income                             35,991    35,991
         Common stock dividends                (23,537)  (23,537)
         Return of capital to         
         Frontier Corporation         (32,463)       -   (32,463)
         -------------------------------------------------------
         Balance, December 31, 1996   $231,074 $     -  $231,074
         =======================================================
                                                             
         See accompanying Notes to Financial Statements.

<PAGE>
<PAGE>
     
                      Rochester  Telephone  Corp.
                       Statements of Cash Flows
                                                               
In thousands of dollars  Years Ended         1996      1995      1994
                         December 31,
---------------------------------------------------------------------
Operating Activities                                           
Net Income (Loss)                          $35,991  $(12,454)  $28,317
---------------------------------------------------------------------
Adjustments to reconcile net                                   
income to net cash provided by operating                                      
activities:
 Extraordinary items                             -    95,317          -
 Cumulative effect of     
 changes in accounting principles           10,691     1,569    10,352
 Nonrecurring charge                        17,340         -       -
 Depreciation and amortization              54,291    56,549    56,235
 Depreciation reserve adjustment                 -         -     9,500
 Changes in operating                                   
 assets and liabilities:
   Decrease (increase) in accounts 
    receivable                               6,673   (54,450)     (571)
  Increase in                   
  accounts receivable - affiliates            (397)   (2,273)        -
  Decrease (increase)           
   in materials and supplies                 1,078       170      (349)
  Decrease (increase) in prepaid directory     575    (2,271)   (1,197)
  Decrease (increase) in other prepayments     346      (208)      297
  Increase in prepaid pension               (1,240)  (16,566)   (5,622)
  Decrease in deferred and other assets        325     5,210     9,743
  (Decrease) increase in accounts payable  (12,294)   40,401     1,679
  Increase in accounts payable - affiliates  7,557     9,770       -
  Decrease in advance billings                (126)   (2,207)      (91)
  (Decrease) increase in accrued taxes      (2,555)    1,344    (1,661)
  Increase in other current liabilities        388     1,848       155
  Increase in deferred employee benefits                  
   obligation                                 2,923    5,264     6,951
  Decrease in deferred income taxes         (10,930) (30,418)  (13,832)
  (Decrease) increase         
   in other long term liabilities            (4,267)   2,046    (3,177)
   -------------------------------------------------------------------
       Total Adjustments                     70,378  111,095    68,412
   -------------------------------------------------------------------
                                            
<PAGE>
<PAGE>
    Net cash provided by operating 
     activities                             106,369   98,641    96,729
   -------------------------------------------------------------------
   Investing Activities                                           
   Expenditures for property, plant
   and equipment                            (53,067) (38,619)  (34,928)
----------------------------------------------------------------------    
    Net cash used in investing              
     activities                             (53,067) (38,619)  (34,928)
----------------------------------------------------------------------
  Financing Activities                                           
  Repayments of long-term debt                       (99,700)  (10,000)
  Proceeds from issuance of long-term debt    2,572   39,568       -
  Advances from affiliates                   (1,926)   5,753       -
  Dividends paid                            (23,537)       -   (51,801)
  Return of capital to Frontier 
   Corporation                              (32,463)       -       -
----------------------------------------------------------------------    
    Net cash used in financing activities   (55,354) (54,379)  (61,801)
----------------------------------------------------------------------
Net (Decrease) Increase in Cash & Cash
 Equivalents                                 (2,052)   5,643       -
Cash and Cash Equivalents at Beginning 
 of Year                                      5,643        -       -
----------------------------------------------------------------------
Cash and Cash Equivalents at End of Year   $  3,591  $ 5,643   $   -  
======================================================================

See accompanying Notes to Financial Statements.

<PAGE>
<PAGE>

Note 1:   Accounting Policies

Basis of Accounting

     The accounting policies of Rochester Telephone Corp.
(the "Company"), a wholly owned subsidiary of Frontier
Corporation ("Frontier"), are in conformity with generally
accepted accounting principles.  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 at the date of the financial statements, and the
reported amounts of revenues and expenses during the
reporting period.  Actual results could differ from those
estimates.

Comparative Financial Statements

     The Company received its net assets from Frontier
Corporation on January 1, 1995.  Prior to January 1, 1995,
the Company's results of operations and net assets were
included in the consolidated financial statements of
Frontier.  The 1994 comparative financial statements assume
that the net cash flow generated from operating activities,
less those expenditures for property, plant and equipment and
repayment of long term debt, was paid to Frontier in the form
of a cash dividend.  The Company's management believes that
the assumptions used in preparing the carve-out financial
statements provide a reasonable basis for presenting the
results of operations and net assets of the Company.

Allocation of Corporate Overhead

     The results of operations of the Company include
allocations of corporate expenses from Frontier.  These costs
primarily include executive, corporate planning, legal, tax,
treasury, corporate communications, and corporate accounting
functions.  They are allocated to the Company based on a
weighted average of four factors: employees, revenues,
capitalization and common equity.  The methodology used to
allocate these common corporate costs is considered
reasonable and has been approved for use by the New York
State Public Service Commission ("NYSPSC") prior to the
separation of the companies under the Open Market Plan
agreement (see Note 11).

Materials and Supplies

     Materials and supplies are stated at the lower of cost
or market, based on weighted average unit cost.

Property, Plant and Equipment

     The investment in property, plant and equipment is
recorded at cost.  Improvements that significantly add to
productive capacity or extend useful life are capitalized,
while maintenance and repairs are expensed as incurred.  The
Company's provision for depreciation is based on the straight-
line, average remaining life method for the various classes
of plant.  The range of service lives for furniture and
fixtures is 12 to 20 years, central office equipment is 8 to
13.5 years, local and toll service lines is 12 to 25 years,
station equipment is 10 to 21 years and building and building
improvements is 5 to 35 years.

     The cost of depreciable property units retired, plus
removal costs, less salvage is charged to accumulated
depreciation.

Fair Value of Financial Instruments

     Cash and cash equivalents are valued at their carrying
amounts, which are reasonable estimates of fair value.  The
fair value of long-term debt is estimated using rates
currently available to the Company for debt with similar
terms and maturities.  The fair value of all other financial
instruments approximates cost as stated.

Federal Income Taxes

     The Company is included in the consolidated federal
income tax return of Frontier.  The Company pays Frontier for
the federal income tax liability resulting from the filing by
Frontier of a consolidated U.S. federal income tax return,
determined on a separate entity basis.  Deferred income tax
assets and liabilities are determined based on differences
between the financial reporting and tax basis of assets and
liabilities and are measured using the enacted tax rates and
laws that will be in effect when those differences are
expected to reverse.

Common Stock and Additional Paid in Capital

     The value assigned to common stock and additional paid
in capital of the Company was determined based on the
historical net book value of the assets transferred from
Frontier to the Company on January 1, 1995.  The adjusted net
book value of the assets transferred as of January 1, 1995,
was $263.5 million.  For 1994, the value assigned to common
stock and additional paid in capital of the Company was based
on the historical net book value of the assets represented by
the carve-out, as if they were transferred from Frontier on
January 1, 1994.

Revenue Recognition

     Customers are billed as of monthly cycle dates.  Revenue
is recognized as service is provided and unbilled usage is
accrued.

Cash Flows

      For purposes of the Statements of Cash Flows, the
Company considers all highly-liquid investments with an
original maturity of three months or less to be cash
equivalents.

     Actual interest paid was $4.3 million, $9.3 million, and
$14.0 million for the years ended December 31, 1996, 1995,
and 1994 respectively.  Interest costs associated with the
construction of capital assets are capitalized.  Total
amounts capitalized during 1996, 1995 and 1994 were $1.2
million, $1.0 million and $1.1 million, respectively.  In
addition, actual income taxes paid were $31.3 million, $33.2
million and $28.6 million for the years ended December 31,
1996, 1995 and 1994 respectively.

Reclassifications

     Certain prior year amounts have been reclassified to
conform to current year presentation.

Note 2:    Discontinuation of Regulatory Accounting
           Principles

     The Company determined in 1995 that Financial Accounting
Standards Board Statement No. 71 ("FAS 71"), "Accounting for
the Effects of Certain Types of Regulation," was no longer
applicable based upon changes in regulation, increasingly
rapid advancements in telecommunications technology and other
factors creating competitive markets.

     As a result of the discontinuance of FAS 71, the Company
recorded a non-cash extraordinary charge of  $60.4 million,
net of an income tax benefit of $34.9 million, as of
September 30, 1995.  The components of the extraordinary
charge follow:

In millions of dollars         Pre-Tax          After-Tax
---------------------------------------------------------
Increase to the accumulated 
 depreciation balance          $ 105.4            $ 68.5
Elimination of other net 
 regulatory liabilities          (10.1)             (0.9)
Accelerated amortization 
 of tax credits                     -               (7.2)
---------------------------------------------------------
                               $  95.3            $ 60.4
---------------------------------------------------------

     The adjustment of $105.4 million to net plant was
necessary because estimated useful lives and depreciation
methods historically prescribed by regulators did not keep up
with the rapid pace of technological changes in the Company
and differed significantly from those used by unregulated
enterprises.

     The discontinuance of  FAS 71 also required the Company
to eliminate for financial reporting the effects of any
actions of regulators that had been previously recognized as
regulatory assets and liabilities pursuant to FAS 71.

Note 3:    Property, Plant and Equipment

     Major classes of property, plant and equipment are
summarized below:

                            
In thousands of dollars             1996     1995     1994
----------------------------------------------------------
Land, buildings and building    
 improvements                   $ 47,128 $ 46,182 $ 45,939
Local and toll service lines     438,989  418,918  408,234
Central office equipment         322,943  339,390  337,468
Station equipment                 13,357   11,357   11,790
Furniture and fixtures            49,192   44,019   41,223
Plant under construction          25,068   17,716   21,228
Less: Accumulated depreciation   566,125  537,037  400,135
----------------------------------------------------------
                                $330,552 $340,545 $465,747

     Depreciation expense was $54.1 million, $56.0 million,
and $55.4 million for the years ending December 31, 1996,
1995 and 1994, respectively.

Note 4:    Long-Term Debt

In thousands of dollars At December 31,       1996      1995      1994  
----------------------------------------------------------------------
Debentures                                                      
  10.46% convertible, due October
   27, 2008                               $    -     $    -   $  5,300
  9%, due January 1, 2020                      -          -     69,785  
  9%, due August 15, 2021                      -          -    100,000  
----------------------------------------------------------------------
                                               -          -    175,085  
Medium-term notes, 8.77% - 9.30%,                               
  due 2000 to 2004                             -          -    179,000  
Medium-term notes, 7.51%, due 2002        40,000 (a)  40,000      -  
Revolving credit agreements               22,876 (b)  20,300   120,000  
----------------------------------------------------------------------
Sub-total                                 62,876 (c)  60,300   474,085  
Less - Discount on long-term debt,
 net of premium                                4        -        2,977  
----------------------------------------------------------------------
                                          62,872      60,300   471,108  
Long-term debt allocated to Frontier           -        -     (351,108) (d)
----------------------------------------------------------------------
Total long-term debt                     $62,872     $60,300  $120,000  
======================================================================

     At December 31, 1996, aggregate debt maturities were:
                                                                              
(In thousands of dollars)   1997     1998    1999     2000      2001
                            ----------------------------------------
                            $ -      $ -   $22,876    $ -       $ -

 (a) In accordance with the Open Market Plan agreement, the
Company issued $40 million of medium-term notes in March 1995 
which mature in 2002.

(b) The Company has a credit facility totaling $100.0 million
  which is available through commercial paper borrowings or
  through draws under the Revolving Credit Agreement.  At
  December 31, 1996, the Company had outstanding $22.9
  million in commercial paper issuances.  Commercial paper is
  classified as long-term debt as the Company intends to
  refinance the debt through continued short-term borrowing
  or available credit facilities with unused commitments
  extending beyond one year.

  In December 1994, the Company entered into a Revolving
  Credit agreement with six commercial banks which expires
  December 1999.  The agreement established a secured $160
  million line of credit which was amended in 1995 to remove
  the security interest on the Company's assets and reduce
  the available line of credit to $100.0 million.  The
  agreement carries commitment fees of .07 percent per year
  on the entire commitment with interest on amounts drawn
  down based on either the prime rate, LIBOR plus .13
  percent, or a competitive bid rate.

(c) In accordance with FAS 107, "Disclosures about Fair Value
of Financial Instruments," the Company estimates that the fair value
of the debt, based on rates currently available to the Company 
for debt with similar terms and remaining maturities, is $64.4 million.

(d) The allocation of debt to the Company for 1994 was based
 on a ratio of debt to total capital of 30%.  In accordance
 with the Open Market Plan, the initial ratio of long-term
 debt to total capital was not to exceed 40.37%, and the
 amount of public long-term debt to be maintained by the
 Company could not be less than $40 million.

Note 5:    Income Taxes

     The provision for income taxes consists of the
following:

                                
In thousands of dollars 
          December 31,         1996      1995    1994
-----------------------------------------------------
Federal                                            
   Current                  $30,357   $30,358 $26,012
   Deferred                  (7,188)   (1,480) (7,626)
                            -------------------------
                            $23,169   $28,878 $18,386

     The Company is taxed under Article 9 of the New York
State Tax Law on the basis of gross receipts, not net taxable
income.  Therefore, there is no current state tax provision
for income taxes.

     The reconciliation of the federal statutory income tax
rate with the effective income tax rate reflected in the
financial statements is as follows:

In thousands of dollars           
December 31,                      1996       1995       1994
------------------------------------------------------------
Federal income tax expense at    
statutory rate                   35.0%      35.0%      35.0%
Accelerated depreciation             -       3.2%       5.0%
Investment tax credit                -      -0.8%      -1.8%
Miscellaneous                     0.1%      -0.3%      -3.8%
------------------------------------------------------------  
  Total federal income tax       35.1%      37.1%      34.4%


     Deferred tax liabilities (assets) are comprised of the
following:

                                
In thousands of dollars      
December 31,                    1996    1995      1994
---------------------------------------------------------
Accelerated depreciation     $29,346 $35,507   $65,340
Investment tax credit            -      -        7,853
Pension - FAS 87               5,094   7,277     4,291
Miscellaneous                    443     873     5,710
---------------------------------------------------------
Gross deferred tax            
liabilities                   34,883  43,657    83,194
---------------------------------------------------------
Postretirement benefits 
 obligation                   (8,598) (5,767)   (5,378)
Deferred compensation                    (85)     (486)
Miscellaneous                 (1,019) (1,609)   (1,946)
---------------------------------------------------------
Gross deferred tax assets     (9,617) (7,461)   (7,810)
---------------------------------------------------------
Net deferred tax liabilities $25,266 $36,196   $75,384
=========================================================

Note 6:  Service Pensions and Benefits

     The Company has contributory and noncontributory plans
providing for service pensions and certain death benefits for
substantially all employees.  The Company's funding policy is
to make contributions for pension benefits based on actuarial
computations which reflect the long-term nature of the
pension plan.  However, under FAS 87, "Employers' Accounting
for Pensions," the development of the projected benefit
obligation essentially is computed for financial reporting
purposes and may differ from the actuarial determination for
funding due to varying assumptions and methods of
computation.

<PAGE>
<PAGE>

     The following table summarizes the funded status of the
Company's pension plan.
                                        
In thousands of dollars December 31,    1996       1995    1994
-----------------------------------------------------------------
Actuarial present value of benefit                          
obligations:
Vested benefit obligation            $84,386   $  78,348 $244,842
Accumulated benefit obligation        96,551      87,053  255,216
-----------------------------------------------------------------
Plan assets at fair value,                                 
primarily fixed income
  securities and common stock        125,184     102,477  303,793
Projected benefit obligation         (96,551)    (88,098)(266,331)
-----------------------------------------------------------------
Funded status                         28,633      14,379   37,462
Unrecognized net (gain) loss         (13,822)     14,911  (23,195)
Unrecognized net transition asset       (607)     (1,211)  (2,063)
Unrecognized prior service cost           -          226      625
Less: Allocation of pension assets        
 to Frontier                              -         -      (1,090)
-----------------------------------------------------------------
Pension asset reflected in the       
 Balance Sheet                       $14,204    $ 28,305 $ 11,739
=================================================================

<PAGE>
<PAGE>
                                        
In thousands of dollars December 31,   1996    1995     1994
------------------------------------------------------------
Service cost                        $ 3,226 $ 2,853 $  5,328
Interest cost on projected benefit    
 obligation                           5,976   5,950   19,322
Actual (return) loss on plan assets (15,837)(22,485)   1,406
Net amortization and deferral         5,395  10,039  (30,731)
------------------------------------------------------------
Net periodic pension benefit         (1,240) (3,643)  (4,675)
Benefit resulting from regulatory   
agency actions                           -   (1,090)  (1,453)
Amount due to curtailment            17,340  (1,712)       -
------------------------------------------------------------
Net periodic pension cost (benefit)
 recognized                         $16,100 $(6,445) $(6,128)
============================================================

     The following rates and assumptions were used to
calculate the projected benefit obligation:

Years Ended December 31,        1996      1995          1994
------------------------------------------------------------
Weighted average discount rate  7.5%      7.5%          8.5%
Rate of salary increase         5.0%      5.0%          5.5%
Expected return on plan assets  9.0%      9.0%          9.0%
------------------------------------------------------------
<PAGE>
<PAGE>

     In 1996, the Company recognized a curtailment loss of
$17.3 million reflecting the freezing of defined benefit
plans by Frontier for certain bargaining unit employees. This
curtailment loss is reflected as a "Nonrecurring charge" in
the Statement of  Income. Pension expense in 1995 included a
net curtailment gain of $1.7 million reflecting the freezing
of defined benefit plans sponsored by Frontier for non-
bargaining unit employees as of December 31, 1996.

     The Company also participates in a number of defined
contribution plans.  The most significant plan covers non-
bargaining employees, who can elect to make contributions
through payroll deduction.  Effective January 1, 1996, the
Company provides a contribution of .5 percent of gross
compensation in Frontier common stock for every employee
eligible to participate in the plan.  The Company also
provides 100% matching contributions in Frontier common stock
up to three percent of gross compensation, and may, at the
discretion of the Management Benefit Committee, provide
additional matching contributions based upon Frontier's
financial results.  In 1995 and 1994, the Company provided
matching contributions in Frontier common stock up to 75
percent of participants' contributions up to six percent of
gross compensation.  The total cost recognized for defined
contribution plans was $1.2 million for 1996, $1.3 million
for 1995 and $1.8 million for 1994.

Note 7:   Postretirement Benefits Other Than Pensions

     The Company provides health care and life insurance
benefits to most employees.  In adopting FAS 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions,"
the Company elected to defer the recognition of the
transition benefit obligation of $90 million over a period of
twenty years.  During 1996, the Company amended its health
benefits care plan to cap the cost absorbed by the Company
for health care and life insurance for its bargaining unit
employees who retire after December 31, 1996.  The effect of
this amendment was to reduce the December 31, 1996
accumulated postretirement obligation by $7.8 million.

     During the fourth quarter of 1995, the Company amended
its health benefits plan to cap the cost absorbed by the
Company for health care and life insurance for non-bargaining
unit employees who retire after December 31, 1996.  The
effect of this amendment was to reduce the December 31, 1995
accumulated postretirement obligation by $2.3 million.

<PAGE>
<PAGE>

     The status of the plan is as follows:
                                             
In thousands of dollars                      1996    1995     1994
-------------------------------------------------------------------
Accumulated postretirement benefit                             
obligation (APBO)
attributable to:                                               
  Retirees                                $53,180 $ 51,936 $ 57,781
  Fully eligible plan participants         10,651   13,892   17,768
  Other active plan participants            5,426   11,105   15,236
-----------------------------------------------------------------  
  Total APBO                               69,257   76,933   90,785
Plan assets at fair value, primarily life                      
 insurance policies and
 money market instruments                   2,486    3,619    3,813
-----------------------------------------------------------------
APBO in excess of plan assets              66,771   73,314   86,972
Unrecognized transition obligation        (63,644) (74,481) (80,684)
Unrecognized net prior service cost             -   (1,076)  (3,935)
Unrecognized net gain                      20,049   22,496   14,098
Less: Allocation of postretirement benefit                       
obligation to Frontier                          -        -     (854)
-------------------------------------------------------------------
Accrued postretirement benefit obligation $23,176  $20,253  $15,597
===================================================================

<PAGE>
<PAGE>

     The components of the estimated postretirement benefit
cost are as follows:

In thousands of dollars December 31,      1996     1995    1994
---------------------------------------------------------------
  Service cost                          $  214   $  467  $  664
  Interest on APBO                       5,120    5,817   6,587
  Return on plan assets                   (244)    (320)   (350)
  Amortization of:                                             
    Transition obligation                4,079    4,381   4,482
    Prior service cost                      19      196     195
    Gains                               (1,829)  (2,228)   (870)
---------------------------------------------------------------
Net postretirement benefit cost         $7,359   $8,313 $10,708
===============================================================

     The following assumptions were used to value the
postretirement benefit obligation:

Years Ended December 31,         1996       1995        1994
------------------------------------------------------------
Weighted average discount rate   7.5%       7.5%         8.5%
Expected return on plan assets   9.0%       9.0%         9.0%
Rate of salary increase          5.0%       5.0%         5.5%
Assumed rate of increase in cost
 of covered health care benefits 6.1%      10.5%        11.2%
-------------------------------------------------------------

     Health care costs were assumed to decline consistently
to 5.0% by 2006 and thereafter.  If the health care cost
trend rates were increased by one percentage point, the
accumulated postretirement benefit health care obligation as
of December 31, 1996 would increase by $4.3 million while the
sum of the service and interest cost components of the net
postretirement benefit health care cost for 1996 would
increase by $.4 million.

Note 8:  Stock Option Plans and Other Common Stock
         Transactions

     Executives, directors and certain employees of the
Company are eligible to receive Frontier stock options under
stock option plans.  The exercise price for all plans is the
fair market value of the stock on the date of the grant.  The
options expire ten years from the date of the grant.  The
options vest over a period from one to three years.  The
maximum number of shares which may be granted under the
Executive plan is limited to one percent of the number of
issued shares, including treasury shares, of Frontier's
common stock during any calendar year.  The maximum number of
shares which may be granted under the employee plan is a
total of 8,000,000 shares over a ten year period.  The
maximum number of shares which may be granted under the
directors plan is 1,000,000 shares.

Note 9:    Accounting Pronouncements Adopted

     Effective January 1, 1996, the Company adopted FAS 121
"Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of".  FAS 121 requires that
certain long-lived assets and identifiable intangibles be
written down to fair value whenever an impairment review
indicates that the carrying value cannot be recovered on an
undiscounted cash flow basis.  The statement also requires
that certain long-lived assets and identifiable intangibles
to be disposed of,  be reported at fair value less selling
costs.  The Company's adoption of this standard resulted in a
non-cash charge of $6.9 million (net of a tax benefit of $3.7
million) and is reported as a cumulative effect of a change
in accounting principle.  The charge represents the
cumulative adjustment required by FAS 121 to remeasure the
carrying amount of certain assets held for disposal as of
January 1, 1996.  These assets held for disposal consist
principally of  telephone switching equipment as a result of
the Company implementing a central office switch
consolidation project.

     The Company adopted FAS 116, "Accounting For
Contributions Received and Contributions Made" effective
September 30, 1995.   FAS 116 requires that the Company
reflect in current expenses an accrual for the cost of
charitable contributions.  The net impact of adopting FAS 116
resulted in a post-tax charge of $1.0 million, net of taxes
of $0.6 million.

     The Company adopted FAS 112, "Employers' Accounting for
Postemployment Benefits" effective January 1, 1994.  FAS 112
requires that projected future costs of providing
postemployment, pre-retirement benefits, such as disability,
pre-pension leave (salary continuation) and severance pay, be
recognized as an expense as employees render service rather
than when the benefits are paid.  The Company recognized the
obligation for postemployment benefits through a cumulative
effect charge to net income of $6.7 million, net of taxes of
$3.6 million.

Note 10:   Commitments and Contingencies

     Legal Matters - The Company is party to a number of
judicial, regulatory and administrative proceedings involving
matters incidental to its business.  The Company's management
does not believe that any material liability will be imposed
as a result of these matters.

     Leases - The Company leases buildings, land, office
space, switching and other equipment under various operating
lease contracts.  Total rental expense amounted to
$2.8 million in 1996, $3.2 million in 1995, and $3.4 million
in 1994.

     Minimum annual rental commitments under non-cancelable
operating leases in effect on December 31, 1996 were as
follows (in thousands):

                        Non-Cancelable Leases
Years                    Buildings Equipment
-------------------------------------------
1997                       $   671  $   947
1998                           612      939
1999                           541      934
2000                           285      934
2001                           162        -
2002 and thereafter            287        -
-------------------------------------------
   Total                    $2,558   $3,754
===========================================

     Other Matters - In connection with the Company's capital
program, certain commitments have been made for the purchase
of materials and equipment.  The Company plans to expend
approximately $50.0 million for additions to property, plant
and equipment during 1997. The planned capital expenditures
are primarily attributed to technological advancements and
expansion of  the network to meet customer demand.

Note 11:    Regulatory Matters

Open Market Plan

     The Company completed its second full year of operations
under the Open Market Plan in 1996.  The Open Market Plan
promotes telecommunications competition in the Rochester, New
York market by providing for (1) interconnection of competing
local networks including reciprocal compensation for
terminating traffic, (2) equal access to network databases,
(3) access to local telephone numbers and (4) service
provider number portability.  The inherent risk associated
with opening the Rochester market to competition is that some
customers are able to purchase services from competitors,
which reduces the number of retail customers and potentially
causes a decrease in the revenues and profitability for the
Company.  However, results since the implementation of the
Open Market Plan indicate that a stimulation of demand in the
use of the network and new product revenue can offset the
loss of some retail customers.  Increased competition may
also lead to additional price decreases for services,
adversely impacting the Company's margins.

     During the seven year period of the Open Market Plan
Agreement, rate reductions of $21 million  will be
implemented for Rochester area consumers, including $11.5
million of which occurred through 1995 and an additional $2.5
million which occurred in 1996.  Rate reductions 
of $1.5 million will occur in 1997.  Rates charged 
for basic residential and business telephone 
service may not be increased during the seven year
period of the Plan.  The Company is allowed to raise prices
on certain enhanced products such as caller ID and call
forwarding.  Price increases on enhanced products partially
offset the rate reductions required under the Plan in 1996.

    AT&T Communications of New York filed a complaint with the
NYSPSC for reconsideration of the Open Market Plan on October
3, 1995. The complaint sought a change in the wholesale
discount, the minutes of use surcharge and also changes in a
number of operational and support activities. Some of these
issues are also being considered in other states in other
unrelated local competition proceedings. On July 18, 1996,
the NYSPSC increased the wholesale discount of 13.5% on a
temporary basis, effective July 24, 1996.  On November 27,
1996 the NYSPSC set  permanent wholesale discounts
retroactive to July 24, 1996, of 17.0% for resellers that use
the Company's operator services and 19.6% for resellers that
provide their own operator services.  The Company believes
that, currently, all resellers in this market use the
Company's operator services.

     Under the Telecommunications Act of 1996 and a statewide
proceeding, the  NYSPSC is also considering the prices local
exchange companies in New York  may charge for "unbundled"
service elements such as links (the wire from the switch to
the customer premise), ports (the portion of the switch that
terminates the link) and switch usage features. The Company
is actively participating in the proceeding and expects the
NYSPSC to issue a decision on some service elements in 1997.
In a related statewide proceeding, the NYSPSC is also
examining possible changes to the prices and rate structure
of intrastate access charges paid by long distance companies
for the origination and termination of long distance calls.

    Costs incurred for the development and implementation
of the Open Market Plan were reflected in the category "other
expense" for 1994.  Total incremental costs recognized were
$5.1 million.

Dividend Policy

    The Open Market Plan prohibits the payment of dividends
by the Company to Frontier Corporation if (i) the Company's
senior debt has been downgraded to "BBB" by Standard & Poor's
("S&P"), or the equivalent rating by other rating agencies or
is placed on credit watch for such a downgrade, or (ii) a
service quality penalty is imposed under the Open Market
Plan.  Dividends paid to the parent, Frontier Corporation,
also are prohibited unless the Company's directors certify
that such dividends will impair neither the Company's service
quality nor its ability to finance its short and long term
capital needs on reasonable terms while maintaining an S&P
debt rating target of "A".

     In 1996, the Company failed to achieve the service
quality levels required by the Open Market Plan.  On December
19, 1996, pursuant to the Open Market Plan, the Company
requested the NYSPSC staff to exclude certain months from the
calculation used to measure service quality, due to operating
conditions considered by management to be abnormal and beyond
the Company's control.  The Company anticipates a decision by
the NYSPSC staff by the end of April 1997, but cannot predict
the outcome of this matter.  Until such time as the matter is
resolved, the Company is prohibited from paying  anymore
dividends to Frontier Corporation.

Incentive Regulation

     Prior to the Open Market Plan, an incentive regulation
agreement between the Company and the NYSPSC had been in
effect.  As part of that agreement, the Company agreed to
share with ratepayers 50% of earnings above a threshold rate
of return.  As a result, the Company's revenue requirement
was reduced by $9.5 million in 1994, plus interest.  This
revenue reduction was credited to the Company's depreciation
reserve to alleviate a reserve deficiency rather than
refunding cash to ratepayers.

Note 12:  Related Party Transactions

     The advances from affiliate balance at December 31, 1996
of  $3.8 million represents funds advanced to the Company by
Frontier.  In addition, accounts payable to affiliates at
December 31, 1996 includes $15.4 million due to Frontier and
accounts receivable from affiliates includes $0.6 million due
from Frontier.  Interest paid to Frontier on these funds was
$0.3 thousand in 1996.  There were no outstanding receivables
or payables to Frontier at December 31, 1994 as all
intercompany transactions were assumed to have been settled
prior to the end of the accounting period.

     The Company paid $12.2 million in 1996, $11.9 million in
1995 and $10.7 million in 1994 to Frontier for allocated
corporate charges primarily for executive, legal and
financial assistance.  The Company also paid $16.5 million,
$17.2 million and $20.4 million to an affiliate, Frontier
Information Technologies for data processing services and
support during 1996, 1995 and 1994, respectively.  Other
services purchased from affiliates include supplies,
materials management, telemarketing, long distance, cellular
and paging services.  These services amounted to $16.6
million, $12.8 million, and $7.4 million during 1996, 1995
and 1994, respectively.

     In addition, the Company provides to its affiliates,
Frontier Communications International and Frontier
Communications of Rochester, billing and collection services,
operator services, and business office support services.  The
Company also provides administrative support services for
other regulated telephone company affiliates.  The total of
all these services amounted to $9.1 million, $7.8 million and
$4.2 million during 1996, 1995 and 1994, respectively.

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH
          ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
          DISCLOSURE

              None.

                          PART III


ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE
           REGISTRANT

           Omitted pursuant to General Instruction J.

ITEM 11.   EXECUTIVE COMPENSATION

           Omitted pursuant to General Instruction J.

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
           OWNERS AND MANAGEMENT

           Omitted pursuant to General Instruction J.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED
           TRANSACTIONS

           Omitted pursuant to General Instruction J.
                           
                           PART IV


ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
           AND REPORTS ON FORM 8-K.

(a)   (1)  Index to Financial Statements (As required by Part II,
           Item 8)

      Report of Independent Accountants
       Balance Sheets as of December 31, 1996, 1995 and 1994
      Statements of Shareowner's Equity for the years ended
           December 31, 1996, 1995 and 1994
      Statements of Income for the years ended
           December 31, 1996, 1995 and 1994
      Statements of Cash Flows for the years ended
           December 31, 1996, 1995 and 1994
      Notes to Financial Statements

        (2)   Financial Statement Schedule for the years 1996, 1995
              and 1994:

                Report  of  Independent  Accountants  on  Financial
                Statement Schedule
                
                Valuation  and Qualifying Accounts and  Reserves  -
                Schedule II

               All other schedules are omitted because they are not
               applicable or the required information is shown 
               in the financial statements or notes thereto.

        (3)  See Exhibit Index for list of exhibits filed with this
             report.

     The Registrant hereby agrees to furnish the Commission a copy
of each of the Indentures or other instruments defining the rights
of security holders of the long-term debt securities of the
Registrant and any of its subsidiaries for which consolidated or
unconsolidated financial statements are required to be filed.

(b)   Reports on Form 8-K - The Company did not file any Form 8-K
reports  during the quarter ended December 31, 1996.   The Company
filed no reports subsequent to the quarter ended December 31, 1996
through March 27, 1997.

(c)  Refer to Item 14(a)(3) above for Exhibits required by Item 601
of Regulation S-K.

(d)  Schedules other than set forth in response to Item
14(a)(2) above for which provision is made in the applicable
accounting regulations of the Securities and Exchange
Commission are not required under the related instructions or
are inapplicable, and therefore have been omitted.

<PAGE>
<PAGE>

                   ROCHESTER TELEPHONE CORP.
                         EXHIBIT INDEX

Exhibit
Number  Exhibit Description             Reference
----------------------------------------------------------------------  
  3.1   Certificate of                  Incorporated by reference
        Incorporation dated             to Exhibit 3-1 to Form 10-K for
        December 8, 1994                the year ended December 31,
                                        1995.

  3.2   Certificate of Amendment        Incorporated by reference to
        to Certificate of               Exhibit 3-2 to Form 10-K for
        Incorporation dated             the year ended December 31, 
        December 20, 1994               1995.
                                                       
  3.3   By-Laws                         Incorporated by reference to
                                        Exhibit 3-3 to Form 10-K for
                                        the year ended December 31,
                                        1995.
                                                       
  4.1   Copy of Credit Agreement        Incorporated by reference to
        between the Company and         Exhibit 4-1 to Form 10-K for
        Chase Manhattan Bank, N.A.      the year ended December 31,
        dated December 19, 1994         1995.
        and adopted January 1, 1995

  4.2   Copy of Indenture between       Incorporated by reference to
        the Company and Chemical        Exhibit 4-2 to Form 10-K for
        Bank, as Trustee, dated         the year ended December 31,
        March 14, 1995                  1995.

 10.1   Copy of the Restated            Incorporated by reference
        Supplemental Management         to Exhibit 10-12 to Frontier
        Pension Plan                    Corporation's Form 10-K for the
                                        year ended December 31, 1996.

<PAGE>
<PAGE>
                     ROCHESTER TELEPHONE CORP.
                         EXHIBIT INDEX

Exhibit
Number  Exhibit Description             Reference
----------------------------------------------------------------------
10.2    Copy of the Restated            Incorporated by reference
        Supplemental Retirement         to Exhibit 10-13 to 
        Savings Plan                    Frontier Corporation's
                                        Form 10-K for the year
                                        ended December 31, 1996
                                                           
10.3    Copy of the Plan for the        Incorporated by reference
        Deferral of Directors Fees      to Exhibit 10-34 to
                                        Frontier Corporation's
                                        Form 10-K for the year
                                        ended December 31, 1994
        
10.4    Copy of the Directors'          Incorporated by reference
        Common Stock Deferred           to Exhibit 10-36 to
        Growth Plan                     Frontier Corporation's
                                        Form 10-K for the year
                                        ended December 31, 1994
                                                           
10.5    Copy of the restated            Incorporated by reference
        Management Pension Plan         to Exhibit 10-20 to
                                        Frontier Corporation's
                                        Form 10-K for the year
                                        ended December 31, 1995

10.6    Copy of Executive Bonus Plan    Incorporated by reference
                                        to Exhibit 10-5 to
                                        Frontier Corporation's
                                        Form 10-K for the year
                                        ended December 31, 1996

10.7    Copy of the restated            Incorporated by reference
        Directors Stock Incentive       to Exhibit 10-26  to
        Plan dated April 26, 1996       Frontier Corporation's
                                        Form 10-Q for the quarter
                                        ended March 31, 1996

10.8    Copy of the Management Stock    Incorporated by reference
        Incentive Plan dated            to Exhibit 10-23 to
        April 26, 1995                  Frontier Corporation's
                                        Form 10-K for the year
                                        ended December 31, 1995
                    
<PAGE>
<PAGE>
                    ROCHESTER TELEPHONE CORP.
                          EXHIBIT INDEX

Exhibit
Number  Exhibit Description             Reference
----------------------------------------------------------------
10.9    Form of management contract     Filed herewith
        as amended with Mr. Carr        
                                        
 23     Consent of Independent          Filed herewith
        Accountants - Price Waterhouse

 24     Powers of Attorney for a        Filed herewith
        majority of Directors naming
        Denise K. Gutstein attorney-in-fact

 27     Financial Data Schedule         Filed herewith

<PAGE>
<PAGE>
                         SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                  ROCHESTER TELEPHONE CORP.
                        (Registrant)
                              
                   By:/s/Denise K. Gutstein
                      -----------------------------
                      Denise K. Gutstein, President

                      Date:     March 27, 1997

  Pursuant to the requirements of the Securities Exchange Act
of 1934, this Annual Report on Form 10-K has been signed
below by the following persons in their respective capacities
on its behalf of the registrant and on the dates indicated.

     Signature                          Title

/s/ Denise K. Gutstein                  President and Director
----------------------
Denise K. Gutstein
March 27, 1997

/s/ Michael L. Evans                    Vice President and Treasurer
--------------------                    (principal financial and accounting
Michael L. Evans                         officer)
March 27, 1997                         

        *                               Director
--------------------
Harlan D. Calkins
March 17, 1997

/s/Jeremiah T. Carr                     Director
--------------------
Jeremiah T. Carr
March 27, 1997

        *                               Director
--------------------
Katherine T. Clark
March 17, 1997

        *                               Director
--------------------
Maurice F. Holmes
March 17, 1997

<PAGE>
<PAGE>                         

                         SIGNATURES
                              

        *                               Director
--------------------
Thomas H. Jackson
March 17, 1997

        *                               Director
--------------------
Robert Johnson
March 17, 1997

        *                               Director
--------------------
Richard P. Miller, Jr.
March 17, 1997

        *                               Director
--------------------
Christine B. Whitman
March 17, 1997

          *By:/s/Denise K. Gutstein     Manually signed powers of
                --------------------    attorney are
                Denise K. Gutstein      attached hereto and filed  
                 Attorney-in-Fact       herewith pursuant to
                                        Regulation S-K Item 601-
                                        (b)24 as Exhibit 24.

<PAGE>
<PAGE>                              

            REPORT OF INDEPENDENT ACCOUNTANTS ON
                              
                FINANCIAL STATEMENT SCHEDULE


To the Shareowner of
Rochester Telephone Corp.


Our audits of the financial statements referred to in our
report dated January 20, 1997 also included an audit of the
Financial Statement Schedule listed in Item 14(a)(2) of this Form
10-K.   In our opinion, based on our audits, this Financial
Statement Schedule presents fairly, in all material respects,
the information set forth therein when read in conjunction
with the related consolidated financial statements.



PRICE WATERHOUSE LLP

Rochester, New York
January 20, 1997
                              
<PAGE>
<PAGE>

ROCHESTER TELEPHONE CORP.
     SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND
     RESERVES FOR THE YEAR ENDED DECEMBER 31, 1996
     (Table 1 of 3)

In thousands of dollars
                                    Additions
                    Balance   Charged to  Charged               
                       at     costs and   to other                 Balance at
                    beginning expenses    accounts(1) Deductions(2) end of
    Description     of year                                          year
-----------------------------------------------------------------------------
                                                                
Reserve for                                                   
uncollectible       
accounts            $1,421      $2,532        -         $2,452      $1,501

(1) Primarily recoveries of uncollectible accounts.

(2) Amounts written off against reserve.

<PAGE>
<PAGE>


ROCHESTER TELEPHONE CORP.
     SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND
     RESERVES FOR THE YEAR ENDED DECEMBER 31, 1995
     (Table 2 of 3)

In thousands of dollars
                                    Additions
                    Balance   Charged to  Charged               
                       at     costs and   to other                 Balance at
    Description     beginning expenses    accounts(1) Deductions(2) end of
                    of year                                           year
-----------------------------------------------------------------------------
                                                                
Reserve for                                                   
uncollectible       
accounts            $1,017    $2,563      $6,344       $8,503      $1,421


(1) Primarily recoveries of uncollectible accounts.

(2) Amounts written off against reserve.


<PAGE>
<PAGE>

ROCHESTER TELEPHONE CORP.
       SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND
       RESERVES  FOR THE YEAR ENDED DECEMBER 31, 1994
     (Table 3 of 3)

In thousands of dollars
                                    Additions
                    Balance   Charged to  Charged               
                       at     costs and   to other                 Balance at
    Description     beginning expenses    accounts(1) Deductions(2) end of
                    of year                                           year
-----------------------------------------------------------------------------
                                                                
Reserve for                                                   
uncollectible         
accounts              $431   $ 3,229      $6,720        $9,363     $1,017


(1) Primarily recoveries of uncollectible accounts.

(2) Amounts written off against reserve.