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                        United States
             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549
                              
                          FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934

        For the quarterly period ended March 31, 1999
                              
[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934
                              
   For the transition period from __________ to __________
                              
              Commission file number  33-91250

            FRONTIER TELEPHONE OF ROCHESTER, INC.
   (Exact name of registrant as specified in its charter)
           (Previously Rochester Telephone Corp.)

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

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

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

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 for 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 the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest
practicable date.

No Par, No Stated Value Common Stock:   772 shares outstanding
                                         as of April 30, 1999

The Registrant meets the conditions set forth in general
instruction H(1)(a) and (b) of Form 10-Q and is therefore
filing this form with the reduced disclosure format.
                              
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            FRONTIER TELEPHONE OF ROCHESTER, INC.
                              
                          Form 10-Q
                            Index
                              

                                                                 Page Number
Part I.        FINANCIAL INFORMATION

   Item 1.     Financial Statements
          
          Business Segment Information for the three months ended
          March 31, 1999 and 1998                                     3

          Statements of Income for the three months ended
          March 31, 1999 and 1998                                     4

          Balance Sheets as of March 31, 1999 and
          December 31, 1998                                           5

          Statements of Cash Flows for the three months ended
          March 31, 1999 and 1998                                     6


          Notes to Financial Statements                             7-8

   Item 2.     Management's Discussion of the Results of
               Operations and Analysis of Financial Condition      9-15

Part II.            OTHER INFORMATION

   Item 1.     Legal Proceedings                                     15

   Item 5.     Employees and Labor Relations                         16

   Item 6.     Exhibits and Reports on Form 8-K                      16

   Signature                                                         17

   Index to Exhibits                                                 18

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<TABLE>

            FRONTIER TELEPHONE OF ROCHESTER, INC.
                Business Segment Information
                         (Unaudited)

<CAPTION>
                             3 Months Ended March 31,
In thousands of dollars            1999          1998
-----------------------------------------------------
<S>                           <C>           <C>
Local Services:
Revenue                       $  75,815     $  73,934
Costs and Expenses               45,075        41,724
Depreciation and Amortization    15,285        14,342
-----------------------------------------------------
Operating Income              $  15,455     $  17,868
Total Assets                  $ 510,653     $ 493,345
-----------------------------------------------------
Directory Services:
Revenue                       $  10,023     $   9,357
Costs and Expenses                4,063         3,910
-----------------------------------------------------
Operating Income              $   5,960     $   5,447
Total Assets                  $  12,164     $  11,453
-----------------------------------------------------
Consolidated
Revenue                       $  85,838     $  83,291

Costs and Expenses               49,138        45,634
Depreciation and Amortization    15,285        14,342
-----------------------------------------------------
Operating Income              $  21,415     $  23,315
Total Assets                  $ 522,817     $ 504,798
=====================================================
See accompanying Notes to Financial Statements.
</TABLE>

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<TABLE>

              FRONTIER TELEPHONE OF ROCHESTER, INC.
                      Statements of Income
                           (Unaudited)
<CAPTION>                                
                                
                                            3 Months Ended March 31,
In thousands of dollars                       1999               1998
---------------------------------------------------------------------
<S>                                        <C>                <C>
Revenues                                   $85,838            $83,291
---------------------------------------------------------------------
Costs and Expenses
Operating expenses                          43,341             39,724
Depreciation and amortization               15,285             14,342
Taxes other than income taxes                5,797              5,910
---------------------------------------------------------------------
       Total Costs and Expenses             64,423             59,976
---------------------------------------------------------------------
Operating Income                            21,415             23,315
Interest expense                               199                490
Other income                                   584                 12
---------------------------------------------------------------------
Income Before Taxes                         21,800             22,837
Income taxes                                 7,555              8,041
---------------------------------------------------------------------
Net Income                                 $14,245            $14,796
=====================================================================
See accompanying Notes to Financial Statements.
</TABLE>

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<TABLE>

              FRONTIER TELEPHONE OF ROCHESTER, INC.
                         Balance Sheets
<CAPTION>
                                         March 31,   December 31,
                                              1999      1998
     In thousands of dollars           (Unaudited)
---------------------------------------------------------------
     <S>                                  <C>       <C>
     ASSETS
     Current Assets
     Cash and cash equivalents            $ 52,022  $  53,103
     Accounts receivable, (less allowance for
      uncollectibles of $5,493 and $5,082,
      respectively)                         37,522     37,779
     Accounts receivable - affiliates        3,158      3,200
     Advances to affiliates                 19,874     11,933
     Materials and supplies                    402        336
     Prepaid directory                      10,445     14,200
     Other prepayments                       1,694      2,014
----------------------------------------------------------------
          Total Current Assets             125,117    122,565
----------------------------------------------------------------
     Property, plant and equipment, net    375,019    360,648
     Prepaid pension                        21,695     20,619
     Deferred and other assets                 986        966
----------------------------------------------------------------
          Total Assets                    $522,817   $504,798
================================================================
     LIABILITIES AND SHAREHOLDER'S EQUITY
     Current Liabilities
     Accounts payable                      $32,964    $36,457
     Accounts payable - affiliates          12,479      8,534
     Advance billings                        4,628      4,648
     Accrued taxes                          10,946      5,466
     Other liabilities                       4,448      7,003
-----------------------------------------------------------------
          Total Current Liabilities         65,465     62,108
-----------------------------------------------------------------
     Long-term debt                         40,000     40,000
     Deferred income taxes                  18,601     19,124
     Accrued postretirement
      benefits obligation                   30,318     29,287
     Other long-term liabilities             2,627      2,718
-----------------------------------------------------------------
          Total Liabilities                157,011    153,237
-----------------------------------------------------------------
     Shareholder's Equity
     Common stock, no par value and
      additional paid in capital;
      authorized 1,000 shares; 772
      shares issued in 1999 and 1998       232,165    232,165
     Retained earnings                     133,641    119,396
-----------------------------------------------------------------
      Total Shareholder's Equity           365,806    351,561
-----------------------------------------------------------------
        Total Liabilities and
         Shareholder's Equity             $522,817   $504,798
=================================================================
See accompanying Notes to Financial Statements.
</TABLE>

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<TABLE>
                                 
                FRONTIER TELEPHONE OF ROCHESTER, INC.
                     Statements of Cash Flows
                            (Unaudited)
<CAPTION>                                 
                                                3 Months Ended March 31,
In thousands of dollars                            1999             1998
------------------------------------------------------------------------
<S>                                             <C>              <C>
Operating Activities
Net income                                      $14,245          $14,796
------------------------------------------------------------------------
Adjustments to reconcile net income to net cash
    provided by operating activities:
   Depreciation and amortization                 15,285           14,342
   Changes in operating assets and liabilities:
     Decrease in accounts receivable                299            5,854
     Increase in materials and supplies             (66)             (81)
     Decrease in prepaid directory                3,755            4,132
     Decrease in other prepayments                  320               58
     Increase in prepaid pension                 (1,076)            (731)
     (Increase) decrease in deferred
      and other assets                              (20)             178
     Increase in accounts payable                   452            1,973
     Decrease in advance billings                   (20)             (53)
     Increase in taxes accrued                    5,480            9,421
     Decrease in other liabilities               (2,555)          (2,435)
     Decrease in deferred income taxes             (523)            (789)
     Increase in postretirement
      benefits obligation                         1,031              946
     Decrease in other long-term liabilities        (91)            (153)
------------------------------------------------------------------------
      Total adjustments                          22,271           32,662
------------------------------------------------------------------------
 Net cash provided by operating activities       36,516           47,458
------------------------------------------------------------------------
Investing Activities
Expenditures for property, plant and equipment  (29,656)         (17,088)
------------------------------------------------------------------------
 Net cash used in investing activities          (29,656)         (17,088)
------------------------------------------------------------------------
Financing Activities
Advances to affiliate                            (7,941)          (4,285)
------------------------------------------------------------------------
 Net cash used in financing activities           (7,941)          (4,285)
------------------------------------------------------------------------
Net Increase (decrease) in Cash and
 Cash Equivalents                                (1,081)          26,085
Cash and Cash Equivalents at Beginning
 of Period                                       53,103            2,406
------------------------------------------------------------------------
Cash and Cash Equivalents at End of Period      $52,022          $28,491
========================================================================
See accompanying Notes to Financial Statements.
</TABLE>

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            Frontier Telephone of Rochester, Inc.
                Notes to Financial Statements
                         (Unaudited)

Note 1:  Accounting Policies

     The financial statements of Frontier Telephone of
Rochester, Inc. ("FTR" or the "Company") (formerly Rochester
Telephone Corp.), a wholly owned subsidiary of Frontier
Corporation ("Frontier"), are unaudited and have been
prepared in accordance with generally accepted accounting
principles for interim financial reporting and Securities
and Exchange Commission ("SEC") regulations.  Certain
information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations.  In the
opinion of management, the financial statements reflect all
adjustments (of a normal and recurring nature) which are
necessary to present fairly the financial position, results
of operations, and cash flows for the interim periods.
These financial statements should be read in conjunction
with the Annual Report of the Company on Form 10-K for the
year ended December 31, 1998.

     Preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of
contingent assets and liabilities at 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.

Note 2:   Long-Term Debt

     At March 31, 1999, the Company's total outstanding long-
term debt amounted to $40.0 million of medium-term notes
which mature in 2002.

Note 3:  Regulatory Matters

     The Open Market Plan prohibits the payment of dividends
by the Company to Frontier if (i) the Company's senior debt
is 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.  Dividend
payments to Frontier also require that 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".

     In 1996, the Company failed to achieve the service
quality levels required by the Open Market Plan.  FTR
requested a waiver, but was denied.  The NYSPSC's ruling
resulted in a restriction on the flow of cash dividends from
the Company to Frontier.  On October 22, 1997, the NYSPSC
adopted an order requiring the Company to issue refunds of
approximately $0.9 million, or $2.60 per customer.  Reserves
sufficient to cover the refund were established in 1996.
These refunds have been issued.

     On October 15, 1998, the NYSPSC approved a proposal by
the Company for revision of its service incentive plan that:

 -required a rebate of $8.00 per customer to resolve all
  service penalties for 1997 and 1998, such rebates have been
  issued,
 -established a rebate/client program for missed appointments,
  and
 -increased  the  amounts  at risk for  the  period  1999-2001
  should the Company fail to meet service levels.
  
      In  1998,  the  Company completed commitments  to  the
NYSPSC  to  increase capital expenditures to  a  minimum  of
$80.0  million  and  added  employees  in  service-affecting
areas.
  
     The temporary restriction of dividend payments to
Frontier will remain in place until the NYSPSC is satisfied
that the Company's service levels demonstrate that the
Company has rectified the service deficiency.

Note 4:  Cash Flows

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

     As a result of the temporary restriction on dividends
discussed in Note 3,  no dividends were paid during the
three months ended March 31, 1999 or 1998.  Due to this
restriction, surplus cash is being invested in interest-
bearing accounts.

     Actual interest paid was $1.5 million for each of the
quarters ended March 31, 1999 and 1998.  Interest costs
associated with the construction of capital assets are
capitalized.  Total amounts capitalized for the first three
months of 1999 and 1998 totaled $0.6 million and $0.3
million, respectively.  During the first three months of
1999 and 1998, the Company paid income taxes of $1.2 million
and received a refund of $1.3 million, respectively.

     ITEM 2 - MANAGEMENT'S DISCUSSION OF THE RESULTS OF
       OPERATIONS AND ANALYSIS OF FINANCIAL CONDITION

              Three Months Ended March 31, 1999

     The matters discussed throughout this Form 10-Q, 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 March 31, 1999 Form 10-Q
should be evaluated in light of these important risk
factors.  For additional disclosure regarding risk factors
refer to the Company's Annual Report on Form 10-K for the
year ended December 31, 1998.

DESCRIPTION OF BUSINESS

     Frontier Telephone of Rochester, Inc. ("FTR" or the
"Company") (formerly Rochester Telephone Corp.) is a
regulated independent telephone company that serves
approximately 554,000 access lines in the greater Rochester,
New York area.  The Company was incorporated in December
1994 as a wholly owned subsidiary of Frontier Corporation.
Frontier has served the Rochester market since 1920 and has
evolved into a diversified national telecommunications firm.
The Company is the primary provider of basic telephone
services in the Rochester market and offers its customers a
full complement of local telephone 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.

RESULTS OF OPERATIONS

     Revenues for the quarter ended March 31, 1999 and 1998
were $85.8 million and $83.3 million, respectively.   This
3.1% quarter-to-date revenue growth is attributable to
demand for dedicated circuits and enhanced features.

     Costs and expenses for the three months ended March 31,
1999 amounted to $64.4 million, an increase of $4.4 million
or 7.4% over the same period in the prior year. This
increase is attributable to service quality improvements,
increased depreciation expense and an increase in customer
service costs due to access line growth.

     Depreciation and amortization expense of $15.3 million
for the quarter ended March 31, 1999 increased $0.9 million
or 6.6%, primarily due to depreciation on capital additions
related to telephone plant and equipment in service.

     Net income for the three month period ended March 31,
1999 was $14.2 million, a decrease of $0.6 million or 3.7%
over the same period in 1998.  The decrease in net income is
due to the increase in operating expenses on a year over
year basis.

Other Income Statement Items

     Interest expense was $0.2 million and $0.5 million for
the three months ended March 31, 1999 and 1998,
respectively, representing a decrease of $0.3 million or
59.4%.  The decrease is primarily attributable to increased
capitalized interest driven by larger capital expenditures.

     The effective income tax rate for the three months
ended March 31, 1999 is 34.7%, as compared to 35.2% for the
same period in the prior year.  This decrease is primarily
driven by tax exempt interest income earned on the
investment of surplus cash as a result of the temporary
dividend restriction as discussed on pages 13-14.

FINANCIAL CONDITION

Review of Cash Flow Activity

     Cash provided from operations for the first three
months of 1999 decreased $10.9 million or 23.1% as compared
to the same period in the prior year.  The primary drivers
of change in working capital on a year over year basis
primarily consist of a smaller decrease in accounts
receivable and a smaller increase in accrued taxes over the
prior year quarter.  The fluctuation in accounts receivable
is due to the timing of receipt of payments.  The reduced
cash from taxes accrued is due to the tax exempt interest
income earned on the investment of surplus cash as a result
of the temporary dividend restriction.

     Cash used for investing activities was $29.7 million
for the quarter ended March 31, 1999, an increase of $12.6
million or 73.6% over the same prior year period.  This
increase is driven by an increase in capital expenditures
and is primarily due to technological advancements and
expansion of the network to meet customer demand.

     Financing activities resulted in a cash outflow of $7.9
million during the first three months of 1999 as compared to
$4.3 million the same period in 1998.  No cash dividends
were paid to Frontier Corporation during 1999 or 1998.

Debt

  At March 31, 1999, the Company's total outstanding long-
term debt amounted to $40.0 million of medium-term notes
which mature in 2002.

Debt Ratio and Interest Coverage

     The Company's debt ratio (total debt as a percent of
total capitalization) decreased from 10.2% at December 31,
1998 to 9.9% at March 31, 1999.  Pre-tax interest coverage
was 28.6 times through the first quarter of 1999, as
compared with 29.9 times for the first quarter of 1998.

Capital Spending

     Total gross expenditures for property, plant, and
equipment in 1999 are anticipated to be in the $95 million
to $100 million range.  These expenditures are primarily
attributable to technological advancements, expansion of the
network to meet customer demand and service quality
improvements.  The Company anticipates financing its capital
program through internally generated cash from operations.

Year 2000
  
     The Company's Year 2000 ("Year 2K") project is intended
to address potential processing errors in computer programs
that use two digits (rather than four) to define the
applicable year.  The Company's assessment of Year 2K issues
is essentially complete.  Disclosure is warranted because
the issues, if unresolved by the Company and by the many
unaffiliated carriers and other firms with whom the Company
interconnects its networks or does business, could have
impacts that are material.  The Company addresses Year 2K
issues in four areas:
  
     State of Readiness. The Company has developed plans to
assess and remediate key internally-developed computer
systems so they will be Year 2K compliant in advance of
December 31, 1999 and has implemented those plans to a
significant degree.  The plans include both information
technology ("IT") and non-IT compliance.  The plans cover
the review, and either modification or replacement where
necessary, of portions of the Company's computer
applications, telecommunications networks,
telecommunications equipment and building facility equipment
that directly connect the Company's business with customers,
suppliers and service providers.  Implementation of the plan
began in 1996 and the Company believes that substantially
all of its internally-developed IT systems are now
compliant.  Final assessments and remediation are expected
to be substantially complete by midyear 1999, or shortly
thereafter, leaving the remainder of 1999 for additional
system testing, carrier interoperability testing and other
remediation.  These plans involve capital expenditures for
new software and hardware, as well as costs to modify
existing software.  This will include replacement of
individual end user equipment, such as personal computers
that are not compliant.  Initially, work with IT systems was
given priority over work with non-IT systems, but the
Company, in part through the staff of Frontier, is
comprehensively reviewing its non-IT Year 2K readiness as
well, including communications with third parties who supply
or maintain non-IT systems or significant non-IT subsystems.
  
     The Company has given special attention to the Year 2K
issues involved in its network, switches and billing
systems, and will continue to dedicate significant resources
to these areas as a priority.  The Company has also
increased its resources in areas in which assessment and
remediation has not yet reached a point where management is
satisfied with progress.  To date, Year 2K readiness is
progressing at a pace that is acceptable to management and
management maintains continuous contact with the Year 2K
team to receive progress reports and to address issues.
  
     Costs.   The Company has recently performed a detailed
update of Year 2K costs.  Costs to date that are directly
attributable to Year 2K issues are $8.8 million, and the
Company now anticipates spending an additional $7.3 to $8.0
million during the remainder of 1999.  This includes costs
directly related to Year 2K assessment and remediation and
the replacement of non-compliant systems and end user equipment,
including acceleration of replacement of non-compliant systems
and end user equipment due to Year 2K issues.  A
substantial portion of the total amount has been used for
third party assistance in assessment and remediation. The
source of these funds is cash generated from operations.
The Year 2K projects have not caused the Company to forego
or defer, to any material degree, other critical IT projects.
  
     Risks.   The Company is engaged primarily in
telecommunications lines of business, and therefore connects
directly and indirectly with thousands of other carriers,
inside and outside the United States.  These connections are
made through switching offices of the Company and the other
carriers.  The switching offices were manufactured by and
often maintained by third parties.  While many other
carriers have announced plans to engage independently in
Year 2K assessment and remediation for their networks, there
is a risk that some carriers (particularly smaller carriers
and carriers outside the United States) will not address or
resolve Year 2K issues, and that telecommunications may
therefore be affected.  If this were to occur, it is likely
that the Company would be affected only to the same degree
as the other carriers in the telecommunications industry.  A
Year 2K failure in the network of smaller carriers would not
be likely to have a significant impact on telecommunications
generally, or on the Company.  However, addressing these
risks to the telecommunications industry in general is
outside the Company's control.   In addition, the Company is
unable at this time to assess the degree to which the
manufacturers of switches and similar equipment have
completed their assessment and remediation of such equipment
and its associated software with respect to any other
carriers.  Nevertheless, the Company has initiated an
inquiry with its primary vendors and continues to engage in
discussions related to Year 2K compliance with many of them.
If the Company concludes that a manufacturer or other vendor
is unable to complete remediation in time, the Company has
the option of system or equipment replacement, an option
that is also available to the Company with respect to its
own systems and equipment.  The Company has replaced some
equipment and systems, and may continue to do so in
appropriate circumstances.
  
     Another risk to the Company arises with respect to the
timely completion of Year 2K remediation for the processing
that occurs in the Company's IT and non-IT systems,
including billing systems.  If the Company or its vendors
are unable to resolve such processing issues in a timely
manner, it could pose independent risks to the Company's
business that could be material.  Accordingly, the Company
has devoted  resources it believes to be adequate to resolve
all significant identified Year 2K issues in a timely
manner, and has undertaken plans to make information
available to customers and others related to its Year 2K
activities.  Consistent with the practice of other carriers,
the Company generally has declined to provide Year 2K
compliance warranties or other Year 2K-related contractual
promises to customers or other persons.  In addition, the
Company is engaged in communications with third party
equipment and software vendors and suppliers of services to
verify their Year 2K readiness, and plans to engage in
internetwork testing with other carriers during 1999.  Since
the Company's own Optronics NetworkSM, including the
recently announced southeast expansion,  is expected to be
substantially deployed before December 31, 1999, the Company
anticipates that the impact of other carriers who may
experience business interruptions would be lessened, and
such interruptions are not currently expected to have
material adverse impacts on the Company.
     
    Contingency Plans.   The Company consistently monitors
the progress of its Year 2K program.  The Company currently
anticipates that it will resolve its Year 2K issues before
the end of 1999, with the exception of any issues that
involve other carriers or suppliers and that are outside of
its control.  During 1999, the Company will continue to
monitor efforts undertaken through regulatory agencies
(including the NYSPSC) and industry groups to assure that
Year 2K preparations are completed in a timely manner.
  
     Consistent with the activity of its parent company,
Frontier, the Company is identifying areas in which
contingency plans are or may be appropriate.  Contingency
planning does not mean that a facility or system will fail.
It may be merited because of many different factors,
including the inherent importance of a system or facility,
the response or lack of response from a third party vendor,
or the results of the Company's review and evaluation.  The
Company has determined to develop contingency plans related
to the following local telephone areas:  SS7 vendor
arrangements, power availability, certain OSS and CARS
operating systems, inbound call centers and internal
telephone systems.  Other plans may be developed for areas
in which the Company is involved in the provision of
integrated services.  These plans will continue to be
developed and tested throughout 1999 as necessary, and
closely monitored by the Company's Internal Audit department
and the Year 2K Executive Steering Committee.

     In all of these areas it is the potential impact of a
failure more than the probability of a failure that has led
the Company to identify it as an area for contingency
planning. The costs of contingency planning are not expected
to be material to the Company.

OTHER ITEMS

Open Market Plan

     The Company began its fifth year of operations under
the Open Market Plan in January 1999.  The Open Market Plan
promotes telecommunications competition in the Rochester,
New York marketplace 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, (4)
service provider telephone number portability, and (5)
certain wholesale discounts to resellers of local services.
Results since implementation of the Open Market Plan are
considered to have been constructive for the Company as a
whole.

     During the seven year period of the Open Market Plan,
the Company will not be regulated by rate-of-return
regulation, but instead, will be regulated under pure price
cap regulation.  Over this period, planned rate reductions of
$21.0 million (the "Rate Stabilization Plan") will be
implemented for Rochester area consumers, including $16.5
million of which occurred through 1998, and an additional
$1.5 million which commenced in January 1999.  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.

     During the second quarter of 1997 the FCC issued
decisions that are intended to implement provisions of the
Telecommunications Act.  Of significance were decisions that
outlined changes in the structure of universal service
support and in the framework that applies to certain
interstate rates that are generally characterized as access-
related charges.  During the second and third quarters of
1997, a Federal appeals court issued a series of decisions
reversing parts of an earlier FCC order that set out
conditions governing the provision of interconnection
services.  These orders were appealed further and the U.S.
Supreme Court on January 25, 1999 reinstated several
portions of the FCC's order.  The FCC has recently initiated
a rulemaking to adopt new rules in light of the Supreme
Court decision.

     Under the Telecommunications Act and a statewide
proceeding, the New York State Public Service Commission
("NYSPSC") is 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 one or more decisions on service elements in
1999.  The NYSPSC has issued a Notice Inviting Comments in
which it has proposed to make further changes in pricing
under the Open Market Plan.  These pricing changes could
reduce some prices to competitors for network elements and
other offerings, but could also reduce the amount paid by the
Company for reciprocal compensation.  The issues being
addressed by the NYSPSC have been under consideration since
1995.  The Company cannot predict the ultimate impact of any
NYSPSC action in this proceeding.

     Management believes there continues to be significant
market and business opportunities, as well as uncertainties,
associated with the Company's Open Market Plan.  There can
be no assurance that the changing regulatory environment
will positively impact the Company.

Dividend Policy

     The Open Market Plan prohibits the payment of dividends
by the Company to Frontier if (i) the Company's senior debt
is 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.  Dividend
payments to Frontier also require that 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".

     In 1996, the Company failed to achieve the service
quality levels required by the Open Market Plan.  FTR
requested a waiver, but was denied.  The NYSPSC's ruling
resulted in a restriction on the flow of cash dividends from
the Company to Frontier.  On October 22, 1997, the NYSPSC
adopted an order requiring the Company to issue refunds of
approximately $0.9 million, or $2.60 per customer.  Reserves
sufficient to cover the refund were established in 1996.
These refunds have been issued.

     On October 15, 1998, the NYSPSC approved a proposal by
the Company for revision of its service incentive plan that:

 -required a rebate of $8.00 per customer to resolve all
  service penalties for 1997 and 1998, such rebates have been
  issued,
 -established a rebate/client program for missed appointments,
  and
 -increased  the  amounts  at risk for  the  period  1999-2001
  should the Company fail to meet service levels.
  
      In  1998,  the  Company completed commitments  to  the
NYSPSC  to  increase capital expenditures to  a  minimum  of
$80.0  million  and  added  employees  in  service-affecting
areas.
  
     The temporary restriction of dividend payments to
Frontier will remain in place until the NYSPSC is satisfied
that the Company's service levels demonstrate that the
Company has rectified the service deficiency.

Part II - Other Information

Item 1.     Legal Proceedings

     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, a change in 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 from 5.0% 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, 1996, 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 and the Company's
wholesale prices, the NYSPSC is determining the prices
applicable to the purchase of unbundled network elements
such as subscriber loops, 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.  The Company cannot predict the final
outcome of this matter at the present time.

Item 5.     Employees and Labor Relations
     
     As of March 31, 1999 the Company had 1,646 employees,
of which 246 were management employees and 1,400 were
clerical, service and craft workers.  The Frontier Telephone
of Rochester, Inc. Workers Association ("RTWA") represents
639 of such clerical and service workers and the
Communications Workers of America, Local 1170 ("CWA Local")
represents 746 craft and service workers.  The union labor
contracts are normally negotiated in three year cycles.

     Under the current three-year contract between the
Company and the RTWA, effective August 10, 1997, bargaining
unit employees will receive a 2.0% general increase on
August 15, 1999.  On August 16, 1998 they received a 2.0%
general increase.

     On January 31, 1996, the CWA Local contract expired.
The contract negotiations reached an impasse, and the
Company implemented the terms of its final offer as of April
9, 1996.  The CWA filed an unfair labor practice charge over
this action.  Members of the CWA Local eventually ratified a
tentative agreement with the Company on April 29, 1997 which
contained provisions that differed from the Company's final
offer implemented at the time of impasse.  The differences
between the Company's final offer and the agreement that was
subsequently reached and ratified by CWA Local membership
were not material.  This agreement provided several
operational improvements and resulted in a more consistent
alignment of benefits with the rest of Frontier.  The CWA
Local continued to appeal one issue with the National Labor
Relations Board ("NLRB") related to the declaration of
impasse.  In October 1998, the administrative law judge
found in favor of the Company.  Presently, the Union and the
government are appealing to the NLRB. The Company cannot
predict the final outcome of this matter at the present
time.  Despite the appeal, the CWA Local and the Company
reached a new three year agreement in December 1998 which is
not scheduled to expire until January 2002.

Item 6.      Exhibits and Reports on Form 8-K

(a)  Exhibits - See Index to Exhibits

(b)          Reports on Form 8-K filed during the quarter
             ended March 31, 1999:

       None

<PAGE>
<PAGE>

                          SIGNATURE

       Pursuant  to  the  requirements  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.

                              
                              
            FRONTIER TELEPHONE OF ROCHESTER, INC.
            -------------------------------------------
                        (Registrant)







Dated: May 13, 1999     By:   /s/Michael T. Carr
                              --------------------------
                              Michael T. Carr
                              Vice President and Treasurer
                              (principal financial officer)
                              
<PAGE>
<PAGE>                              
            FRONTIER TELEPHONE OF ROCHESTER, INC.
                      INDEX TO EXHIBITS


Exhibit No.              Description                        Reference
-----------------------------------------------------------------------

   3.1      Certificate of Incorporation          Incorporated by
                                                  reference to
                                                  Exhibit 3.1 to Form 10-K for
                                                  the year ended
                                                  December 31, 1995.
   
   3.2      Certificate of Amendment to           Incorporated by reference to
            Certificate of Incorporation          Exhibit 3.2 to Form 10-K for
                                                  the year ended December 31,
                                                  1995.
   
   3.3      Bylaws                                Incorporated by reference to
                                                  Exhibit 3.3 to Form 10-K for
                                                  the year ended December 31,
                                                  1998.
   
   4.1      Indenture between the Company         Incorporated by reference to
            and Chemical Bank, as Trustee         Exhibit 4.2 to Form 10-K for
            dated March 14, 1995, $80M            the year ended December 31,
            Medium Term Notes, 1995 Series        1995
            A and B
   
   4.2      Supplemental Indenture between        Filed herewith
            the Company and Chemical
            Bank, dated September 20, 1995
            $80M Medium Term Notes,
            1995 Series A and B
   
   27        Financial Data Schedule              Filed herewith