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                           EXHIBIT 3.3

                    ROCHESTER TELEPHONE CORP. 

                             By-Laws 

                    Effective January 1, 1995


                            ARTICLE I 

                           SHAREOWNERS 



Section 1 - Annual Meeting. 

     An annual meeting of shareowners for the election of
Directors and the transaction of other business shall be held at
such time on any day in each year as shall be fixed by the Board
of Directors.  


Section 2 - Special Meetings.

     Special Meetings of the shareowners may be called by the
Board of Directors.  Such meeting shall be held at such time as
may be fixed in the notice of meeting.  


Section 3 - Place of Meeting.

     Meetings of shareowners shall be held at such place, within
or without the State of New York, as may be fixed in the notice
of meeting.  


Section 4 - Notice of Meeting.

     Notice of each meeting of shareowners shall be in writing
and shall state the place, date and hour of the meeting and the
purpose or purposes for which the meeting is called.  
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     A copy of the notice of any meeting shall be given,
personally, or by mail, not less than ten or more than fifty days
before the date of the meeting, to each shareholder entitled to
vote at such meeting.  If mailed, such notice is given when
deposited in the United States mail, with postage thereon
prepaid, directed to the shareholder at the shareholder's address
as it appears on the record of shareowners, or, if the
shareholder shall have filed with the Secretary of the
Corporation a written request that notices be  mailed to some
other address, then directed to the shareholder at such other
address.  


Section 5 - Qualification of Voters.

     Every shareowner of record of common stock of the
Corporation shall be entitled at every meeting of shareowners to
one vote for every share of common stock held by the shareowner
in the shareowner's name on the record of shareowners.




Section 6 - Quorum of Shareowners.

     The holders of a majority of the shares entitled to vote at
such meeting shall constitute a quorum at a meeting of
shareowners for the transaction of any business, provided that
when a specified item of business is required to be voted on by a
class or series, voting as a class, the holders of a majority of
the shares of such class or series shall constitute a quorum for
the transaction of such specified item of business.  

     The shareowners present, in person or by proxy, and 
entitled to vote may, by a majority of votes cast, adjourn the 
meeting despite the absence of a quorum.  


Section 7 - Vote of Shareowners.

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     Directors shall, except as otherwise required by law, or by
the certificate of incorporation as permitted by law, be elected
by a plurality of the votes cast at a meeting of shareowners by
the holders of shares entitled to vote in the election.  

     Whenever any corporate action, other than the election of
Directors, is to be taken by vote of the shareowners, it shall,
except as otherwise required by law, or by the certificate of
incorporation as permitted by law, be authorized by a majority of
the votes cast at a meeting of shareowners by the holders of
shares entitled to vote thereon.  


Section 8 - Proxies.

     Every shareholder entitled to vote at a meeting of
shareowners or to express consent or dissent without a meeting
may authorize another person or persons to act for that
shareholder by proxy.  Every proxy must be signed by the
shareholder or the shareholder's attorney-in-fact.  No proxy
shall be valid after the expiration of eleven months from the
date thereof unless otherwise provided in the proxy.  Every proxy
shall be revocable at the pleasure of the shareholder executing
it except in those cases where an irrevocable proxy permitted by
statute has been given. 


Section 9 - Fixing Record Date.

     For the purpose of determining the shareowners entitled to
notice of or to vote at any meeting of shareowners or any
adjournment thereof, or to express consent or dissent from any
proposal without a meeting, or for the purpose of determining
shareowners entitled to receive payment of any dividend or the
allotment of any rights, or for the purpose of any other action,
the Board of Directors may fix, in advance, a date as the record
date for any such determination of shareowners.  Such date shall
not be more than fifty nor less than ten days before the date of
such meeting, nor more than fifty days prior to any other action. 



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                           ARTICLE II 

                       BOARD OF DIRECTORS 




Section 1 - Power of Board and Qualification of Directors.

     The business of the Corporation shall be managed under the
direction of its Board of Directors, each of whom shall be at
least twenty-one years of age.  


Section 2 - Number of Directors. 

     At the annual meeting of shareowners, the shareowners shall
elect no more than fourteen and no less than six directors.  A
majority of the membership of the Board of Directors of the
Corporation shall be outside directors, i.e., they may not be
officers or employees of the Corporation nor may they be
directors, officers or employees of Frontier Corporation or of
any affiliate of Frontier Corporation.  Only one of the
Corporation's Directors may simultaneously serve as a Director,
Officer or employee of Frontier Corporation or any of Frontier
Corporation's Affiliates other than the Corporation. 


Section 3 - Election, Term and Qualifications of Directors. 

     At each annual meeting of shareowners, Directors shall be
elected to hold office until the next annual meeting and until
their successors have been elected and qualified.  No person
shall be eligible for election or reelection to the Board of
Directors after reaching seventy years of age, or in the case of
a retired Chairman of the Board of Directors or a retired
President of the Corporation, after reaching sixty-seven years of
age.  The term of any Director who is also an Officer of the
Corporation or any affiliate of the Corporation, other than the
Chairman of the Board or the President of the Corporation, shall
end on the date of termination from active employment and such
officer shall thereafter be ineligible for reelection to the
Board of Directors. 
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Section 4 - Quorum of the Board: Action by the Board. 

     One-third of the entire Board of Directors shall constitute
a quorum for the transaction of business, and the vote of a
majority of the Directors present at the time of such vote, if a
quorum is then present, shall be the act of the Board. 


Section 5 - Action Without a Meeting. 

     Any action required or permitted to be taken by the Board or
any committee thereof may be taken without a meeting if all
members of the Board or of the committee consent in writing to
the adoption of the resolution authorizing the action.  The
resolution and the written consents thereto by the members of the
Board or committee shall be filed with the minutes of the
proceedings of the Board or committee.  


Section 6 - Participation in Board Meetings by Conference
Telephone. 

     Any one or more members of the Board of Directors or any
committee thereof may participate in a meeting of such Board or
committee by means of a conference telephone or similar
communications equipment allowing all persons participating in
the meeting to hear each other at the same time.  Participation
by such means shall constitute presence in person at a meeting.  


Section 7 - Meetings of the Board. 

     An annual meeting of the Board of Directors shall be held in
each year directly after adjournment of the annual shareowners'
meeting.  Regular meetings of the Board shall be held at such
times as may from time to time be fixed by resolution of the
Board.  Special meetings of the Board may be held at any time
upon the call of the Chairman of the Board of Directors, if such
there be, the President or any two Directors. 

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     Meetings of the Board of Directors shall be held at such
place, within or without the State of New York, as from time to
time may be fixed by resolution of the Board for annual and
regular meetings and in the notice of meeting for special
meetings.  If no place is so fixed, meetings of the Board shall
be held at the office of the Corporation in Rochester, New York. 

     No notice need be given of annual or regular meetings of the
Board of Directors. Notice of each special meeting of the Board
shall be given by oral, telegraphic or written notice, duly given
or sent or mailed to each Director not less than one (1) day
before such meeting.  


Section 8 - Resignation. 

     Any Director may resign at any time by giving written notice
to the Chairman of the Board of Directors, if such there be, to
the President or to the Secretary. Such resignation shall take
effect at the time specified in such written notice, or if no
time be specified, then on delivery.  Unless otherwise specified
in the written notice, the acceptance of such resignation by the
Board of Directors shall not be needed to make it effective.  


Section 9 - Newly Created Directorships and Vacancies. 

     Newly created directorships resulting from an increase in
the number of directors and vacancies occurring in the Board of
Directors may be filled by vote of the Board. If the number of
the directors then in office is less than a quorum, such newly
created directorships and vacancies may be filled by vote of a
majority of the directors then in office.  A director elected to
fill a vacancy shall be elected to hold office for the unexpired
term of such director's predecessor.


Section 10 - Committees of Directors.
     
     The Board of Directors, by resolution by a majority of the
entire Board, may designate from among its members an Audit
Committee consisting of three or more outside directors.  The
Audit Committee shall, among other things, review the scope of
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audit activities, review with management significant issues
concerning litigation, contingencies or other material matters
which may result in either potential liability of the Company or
significant exposure to the Company, review significant matters
of corporate ethics, review security methods and procedures,
review the financial reports and notes, and make reports and
recommendations with respect to audit activities, findings, and
reports of the independent public accountants and the internal
audit staff of the Company.

     The Board of Directors, by resolution adopted by a majority
of the entire Board, may designate from among its members a
Committee on Directors consisting of three or more outside
directors.  The Committee on Directors shall, among other things,
review performance of incumbent directors, act as a nominating
committee, and consider and report to the entire Board of
Directors on all matters relating to the selection,
qualification, compensation and duties of the members of the
Board of Directors and any committees of the Board of Directors.

     The Board of Directors, by resolution adopted by a majority
of the entire Board, may designate from among its members other
committees each consisting of three or more directors.

     Unless a greater proportion is required by the resolution
designating a committee of the Board of Directors, a quorum for
the transaction of business of a committee shall consist of 
one-third of the entire authorized number of members of any other
committee of the Board of Directors, but in no event fewer than
two persons.  The vote of a majority of the members of a
committee present at the time of the vote concerning the
transaction of business of that committee or of any specified
item of business of that committee if a quorum is present at such
time, shall be the act of such committee.

     Any committee may fix the time and place of holding its
regular meetings and, if so fixed, no notice of such regular
meeting shall be necessary.  Special meetings of any committee
may be called at any time by the Chairman of the Board of
Directors, if such there be, by the chief executive officer, by
the President, by the Chairperson of that committee, or by any
two members of that committee.  Notice of each special meeting of
any committee shall be given by oral, telegraphic or written
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notice, including notice via facsimile machine, duly given or
sent or mailed to each member of that committee not less than one
day before such meeting.


Section 11 - Compensation of Directors. 

     The Board of Directors of Frontier Corporation shall have
authority to fix the compensation of directors of the Corporation
for services in any capacity.  


Section 12 - Indemnification. 

(a)  Generally. 

     To the full extent authorized or permitted by law, the
Corporation shall indemnify any person ("indemnified Person")
made, or threatened to be made, a party to any action or
proceeding, whether civil, at law, in equity, criminal,
administrative, investigative or otherwise, including any action
by or in the right of the Corporation, by reason of the fact that
he, his testator or intestate, ("Responsible Person"), whether
before or after adoption of this Section 12, (1) is or was a
director or officer of the Corporation, or (2), if a director or
officer of the Corporation, is serving or served, in any
capacity, at the request of the Corporation, any other
corporation, or any partnership, joint venture, trust, employee
benefit plan or other enterprise, or (3), if not a director or
officer of the Corporation, is serving or served, at the request
of the Corporation, as a director or officer of any other
corporation or any partnership, joint venture, trust, employee
benefit plan or other enterprise, against all judgments, fines,
penalties, amounts paid in settlement (provided the Corporation
shall have given its prior consent to such settlement, which
consent shall not be unreasonably withheld by it) and reasonable
expenses, including attorneys' fees, incurred by such Indemnified
Person with respect to any such threatened or actual action or
proceeding, and any appeal therein, provided only that (x) acts
of the Responsible Person which were material to the cause of
action so adjudicated or otherwise disposed of were not (i)
committed in bad faith or (ii) were not the result of active and
deliberate dishonesty, and (y) the Responsible Person did not
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personally gain in fact a financial profit or other advantage to
which he was not legally entitled.  

(b)  Advancement of Expenses. 

     All expenses reasonably incurred by an Indemnified Person in
connection with a threatened or actual action or proceeding with 
respect to which such person is or may be entitled to
indemnification under this Section 12 shall be advanced or
promptly reimbursed by the Corporation to him in advance of the
final disposition of such action or proceeding, upon receipt of
an undertaking by him or on his behalf to repay the amount of
such advances, if any, as to which he is ultimately found not to
be entitled to indemnification or, where indemnification is
granted, to the extent such advances exceed the indemnification
to which he is entitled.  Such person shall cooperate in good
faith with any request by the Corporation that common counsel be
used by the parties to an action or proceeding who are similarly
situated unless to do so would be inappropriate due to an actual
or potential conflict of interest.  

(c)  Procedure for Indemnification. 

     (1) Not later than thirty (30) days following final
disposition of an action or proceeding with respect to which the
Corporation has received written request by an Indemnified Person
for indemnification pursuant to this Section 12, if such
indemnification has not been ordered by a court, the Board of
Directors shall meet and find whether the Responsible Person met
the standard of conduct set forth in paragraph (a) of this
Section 12, and, if it finds that he did, or to the extent it so
finds, shall authorize such indemnification.  

     (2) Such standard shall be found to have been met unless (a)
a judgment or other final adjudication adverse to the Indemnified
Person establishes that subparagraphs (x) or (y) of paragraph (a)
of this Section 12 were violated, or (b) if the action or
proceeding was disposed of other than by judgment or other final
adjudication, the Board finds in good faith that, if it had been
disposed of by judgment or other final adjudication, such
judgment or other final adjudication would have been adverse to
the Indemnified Person and would have established a violation of
subparagraphs (x) or (y) of paragraph (a) of this Section 12. 
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    (3) If indemnification is denied, in whole or part, because
of an adverse finding by the Board in the absence of a judgment
or other final adjudication, or because the Board believes the
expenses for which indemnification is requested to be
unreasonable, such action by the Board shall in no way affect the
right of the Indemnified Person to make application therefor in
any court having jurisdiction thereof, and in such action or
proceeding the issue shall be whether the Responsible Person met
the standard of conduct set forth in paragraph (a) of this
Section 12, or whether the expenses were reasonable, as the case
may be (not whether the finding of the Board with respect thereto
was correct) and the determination of such issue shall not be
affected by the Board's finding.  If the judgment or other final
adjudication in such action or proceeding establishes that the
Responsible Person met the standard set forth in paragraph (a) of
this Section 12, or that the disallowed expenses were reasonable,
or to the extent that it does, the Board shall then find such
standard to have been met or the expenses to be reasonable, and
shall grant such indemnification, and shall also grant to the
Indemnified Person indemnification of the expenses incurred by
him in connection with the action or proceeding resulting in the
judgment or other final adjudication that such standard of
conduct was met, or if pursuant to such court determination such
person is entitled to less than the full amount of
indemnification denied by the Corporation, the portion of such
expenses proportionate to the amount of such indemnification so
awarded.  

     (4) A finding by the Board pursuant to this paragraph (c)
that the standard of conduct set forth in paragraph (a) of this
Section 12 has been met shall mean a finding of the Board or
shareowners as provided by law.  

(d)  Contractual Article. 

     This Section 12 shall be deemed to constitute a contract
between the Corporation and each person who is a Responsible
Person at any time while this Section 12 is in effect.  No repeal
or amendment of this Section 12, insofar as it reduces the extent
of the indemnification of any person who could be a Responsible
Person shall without his written consent be effective as to such
person with respect to any event, act or omission occurring or
allegedly occurring prior to (1) the date of such repeal or
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amendment if on that date he is not serving in any capacity for
which he could be a Responsible Person, or (2) the thirtieth
(30th) day following delivery to him of written notice of such
repeal or amendment as to any capacity in which he is serving on
the date of such repeal or amendment, other than as a director or
officer of the Corporation, for which he could be a Responsible
Person, or (3) the later of the thirtieth (30th) day following
delivery to him of such notice or the end of the term of office
(for whatever reason) he is serving as director or officer of the
Corporation when such repeal or amendment is adopted, with
respect to being a Responsible Person in that capacity.  No
amendment of the Business Corporation Law shall, insofar as it
reduces the permissible extent of the right of indemnification of
a Responsible Person under this Section 12, be effective as to
such person with respect to any event, act or omission occurring
or allegedly occurring prior to the effective date of such
amendment irrespective of the date of any claim or legal action
in respect thereto.  This Section 12 shall be binding on any
successor to the Corporation, including any corporation or other
entity which acquires all or substantially all of the
Corporation's assets.  

(e)  Non-exclusivity. 

     The indemnification provided by this Section 12 shall not be
deemed exclusive of any other rights to which any person covered
hereby may be entitled other than pursuant to this Section 12.
The Corporation is authorized to enter into agreements with any
such person or persons providing them rights to indemnification
or advancement of expenses in addition to the provisions therefor
in this Section 12 to the full extent permitted by law. 



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                           ARTICLE III 


                            OFFICERS 



Section 1 - Officers. 

     The shareowners of the Corporation, at the time of the
annual election of directors, may elect a Chairman of the Board
of Directors and shall elect a President, a Secretary and a
Treasurer, and such other officers as they may determine.  Any
two or more offices may be held by the same person, except the
office of President and Secretary. 


Section 2 - Term of Office and Removal. 

     Each officer shall hold office for the term for which each
officer is elected or appointed, and until a successor has been
elected or appointed and qualified.  


Section 3 - Powers and Duties. 

     The officers of the Corporation shall each have such powers
and authority and perform such duties in the management of the
Corporation as set forth in these By-Laws and as from time to
time prescribed by the Board of Directors or the shareowners. To
the extent not set forth in these By-Laws or so prescribed by the
Board of Directors or shareowners, they shall each have such
powers and authority and perform such duties in the management of
the Corporation, subject to the control of the Board, as
generally pertain to their respective offices.

     In addition to the powers and authority above, each officer
has the powers and duties set out below.  

     (a)  Chairman of the Board of Directors 

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     The Chairman of the Board of Directors, if such there be,
     shall preside at all meetings of the Board. The Chairman of
     the Board of Directors may be the chief executive officer of
     the Corporation, and if so designated, may preside at all
     meetings of shareowners.  

     (b)  President 

     The President shall be the chief operating officer and shall
     have responsibility for the general management of the
     business of the Corporation, subject only to the supervision
     of the Board of Directors or shareowners, and the Chairman
     of the Board of Directors, as chief executive officer, if
     such there be.  If there is no Chairman of the Board of
     Directors or if the Chairman of the Board of Directors is
     not the chief executive officer, then the President shall be
     the chief executive officer of the Corporation. The
     President may preside at all meetings of shareowners, when
     present, and at meetings of the Board of Directors in the
     absence of the Chairman of the Board, if such there be.  
     
     (c)  Secretary 

     The Secretary shall issue notices of all meetings of
     shareowners and directors where notices of such meetings are
     required by law or these By-Laws, and shall keep the minutes
     of such meetings.  The Secretary shall sign such instruments
     and attest such documents as require signature or
     attestation and affix the corporate seal thereto where
     appropriate and shall possess such other powers and perform
     such other duties as usually pertain to the office or as the
     Board of Directors may prescribe.  

     (d)  Treasurer 

     The Treasurer shall have general charge of, and be
     responsible for, the fiscal affairs of the Corporation and
     shall sign all instruments and documents as require such
     signature, and shall possess such other powers and perform
     such other duties as usually pertain to the office or as the
     Board of Directors may prescribe.  

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(e)  Assistant Officers 

     Any Assistant Officer elected by the shareowners or by the
     Board of Directors shall assist the designated officer and
     shall possess that officer's powers and perform that
     officer's duties as designated by that officer, and shall
     possess such other powers and perform such other duties as
     the shareowners or the Board of Directors may prescribe.  


Section 4 - Records. 

     The Corporation shall keep (a) correct and complete books
and records of account; (b) minutes of the proceedings of the
shareowners, Board of Directors and any committees of the Board;
and (c) a current list of the directors and officers and their
residence addresses.  
                                
     The Corporation shall also keep at its office in the State
of New York or at the office of its transfer agent or registrar
in the State of New York, if any, a record containing the names
and addresses of all shareowners, the number and class of shares
held by each and the dates when they respectively became the
owners of record thereof.  


Section 5 - Checks and Similar Instruments. 

     All checks and drafts on the Corporation's bank accounts and
all bills of exchange and promissory notes and all acceptances,
obligations and other instruments, for the payment of money,
shall be signed by facsimile or otherwise on behalf of the
Corporation by such officer or officers or agent or agents as
shall be thereunto authorized from time to time by the Board of
Directors. 


Section 6 - Voting Shares Held by the Corporation. 

     Either the President or the Secretary may vote shares of
stock held by the Corporation in other corporations and may
execute proxies for and on behalf of the Corporation for such
purpose.  
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                           ARTICLE IV 

    SHARE CERTIFICATES AND LOSS THEREOF - TRANSFER OF SHARES 



Section 1 - Form of Share Certificate. 

     The shares of the Corporation shall be represented by
certificates, in such forms as the Board of Directors may from
time to time prescribe, signed by the Chairman of the Board if
such there be, or the President or a Vice President, and the
Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer, and may be sealed with the seal of the
Corporation or a facsimile thereof. The signatures of the
officers upon a certificate may be facsimiles if the certificate
is countersigned by a transfer agent or registered by a registrar
other than the Corporation or its employee. In case any officer
who has signed or whose facsimile signature has been placed upon
a certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the Corporation with
the same effect as if such person were such officer at the date
of issue.  


Section 2 - Lost, Stolen or Destroyed Share Certificates. 

     No certificate or certificates for shares of the Corporation
shall be issued in place of any certificate alleged to have been
lost, stolen or destroyed, except upon production of such
evidence of the loss, theft or destruction, and upon such
indemnification and payment of costs of the Corporation and its
agents to such extent and in such manner as the Board of
Directors may from time to time prescribe. The Board of
Directors, in its discretion, and as a condition precedent to the
issuance of any new certificate, may require the owner of any
certificate alleged to have been lost, stolen or destroyed to
furnish the Corporation with a bond, in such sum and with such
surety or sureties as it may direct, as indemnity against any
claim that may be made against the Corporation in respect of such
lost, stolen or destroyed certificate.  
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Section 3 - Transfer of Shares. 

     Shares of the Corporation shall be transferable on the books
of the Corporation by the registered holder thereof in person or
by the registered holder's duly authorized attorney, by delivery
for cancellation of a certificate or certificates for the same
number of shares, with proper endorsement consisting of either a
written assignment of the certificate or a power of attorney to
sell, assign or transfer the same or the shares represented
thereby, signed by the person appearing by the certificate to be
the owner of the shares represented thereby, either written
thereon or attached thereto, with such proof of the authenticity
of the signature as the Corporation or its agents may reasonably
require.  Such endorsement may be either in blank or to a
specified person, and shall have affixed thereto all stock
transfer stamps required by law.  

     Except as otherwise provided by law, not more than twenty
percent of the aggregate number of shares of stock of the
Corporation outstanding in any class or series shall at any time
be owned of record or beneficially or voted by or for the account
of aliens (as defined below). Shares of stock shall not be
transferable on the books of the Corporation to any alien if, as
a result of such transfer, the aggregate number of shares of
stock in any class or series owned by or for the account of
aliens shall be twenty percent or more of the number of shares of
stock then outstanding in such class or series. The Board of
Directors may make such rules and regulations as it shall deem
necessary or appropriate so that accurate records may be kept of
the shares of stock of the Corporation owned of record or
beneficially or voted by or for the account of aliens or to
otherwise enforce the provisions of this Section 3.

     As used in this Section 3, the word "alien" shall mean the
following and their representatives: any individual not a citizen
of the United States of America; a partnership, unless a majority
of the partners are non-aliens and a majority interest in the
partnership profits is held by nonaliens; a foreign government; a
corporation, joint-stock company or association organized under
the laws of a foreign country; any other corporation of which any
officer or more than one-fourth of the directors are aliens, or
of which more than one-fourth of any class or series of stock is
owned of record or voted by or for the account of aliens; and any
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other corporation, joint-stock company or association controlled
directly or indirectly by one or more of the above.




                            ARTICLE V 

                          OTHER MATTERS 



Section 1 - Corporate Seal. 

     The corporate seal shall have inscribed thereon the name of
the Corporation and such other appropriate legend as the Board of
Directors may from time to time determine.  In lieu of the
corporate seal, when so authorized by the Board, a facsimile
thereof may be affixed or impressed or reproduced in any other
manner.  


Section 2 - Amendments. 

     By-Laws of the Corporation may be amended, repealed or
adopted by vote of the holders of the shares at the time entitled
to vote in the election of any directors.  By-Laws may also be
amended, repealed, or adopted by the Board of Directors, but any
By-Law adopted by the Board may be amended or repealed by the
shareowners entitled to vote thereon as hereinabove provided.  

     If any By-Law regulating an impending election of directors
is adopted, amended or repealed by the Board of Directors, there
shall be set forth in the notice of the next meeting of
shareowners for the election of directors the By-Law so adopted,
amended or repealed, together with a concise statement of the
changes made.


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Section 3 - Dividends.

     As a condition of any decision by the Board of Directors to
pay dividends on the Corporation's common stock, the Board of
Directors shall certify quarterly that the payment of dividends
will neither impair the Corporation's service quality nor its
ability to finance its short and long term capital needs at
reasonable rates while maintaining a debt rating target of "A"
(for Standard and Poors, or the equivalent for other rating
agencies).  Unless authorized by the New York Public Service
Commission, the Board of Directors shall not authorize the
payment of dividends on the Corporation's common stock while the
service quality or senior debt credit rating conditions apply
under which the payment of dividends is prohibited in Opinion No.
94-25 of the Public Service Commission in Case 93-C-0103 -
Petition of Rochester Telephone Corporation for Approval of
Proposed Restructuring Plan  (issued and effective November 10,
1994).