<PAGE>
                        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 September 30, 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 October 31, 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.



<PAGE>

            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 and
          nine months ended September 30, 1999 and 1998         3

          Statements of Income for the three and nine months
          ended September 30, 1999 and 1998                     4

          Balance Sheets as of September 30, 1999 and
          December 31, 1998                                     5

          Statements of Cash Flows for the nine months
          ended September 30, 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                     15-16

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

Signature                                                      17

Index to Exhibits                                              18


<PAGE>
<TABLE>
           FRONTIER TELEPHONE OF ROCHESTER, INC.
               Business Segment Information
                        (Unaudited)
<CAPTION>

                 3 Months Ended September 30, 9 Months Ended September 30,
In thousands of dollars          1999     1998      1999    1998
-----------------------------------------------------------------
<S>                          <C>      <C>       <C>      <C>
Local Services:
Revenue                      $ 77,063 $ 76,404  $229,814 $225,345
Costs and Expenses             43,234   46,110   131,245  128,825
Depreciation and Amortization  16,434   13,219    47,768   41,794
-----------------------------------------------------------------
Operating Income             $ 17,395 $ 17,075  $ 50,801  $54,726
Total Assets                 $543,777 $468,050  $543,777 $468,050
=================================================================
Directory Services:
Revenue                      $  9,540 $  8,913  $ 29,147 $ 26,975
Costs and Expenses              4,435    3,843    12,628   11,506
-----------------------------------------------------------------
Operating Income             $  5,105 $  5,070  $ 16,519 $ 15,469
Total Assets                 $  5,161 $  4,618  $  5,161 $  4,618
=================================================================
Consolidated
Revenue                      $ 86,603 $ 85,317  $258,961 $252,320
Costs and Expenses             47,669   49,953   143,873  140,331
Depreciation and Amortization  16,434   13,219    47,768   41,794
-----------------------------------------------------------------
Operating Income             $ 22,500 $ 22,145  $ 67,320 $ 70,195
Total Assets                 $548,938 $472,668  $548,938 $472,668
=================================================================
See accompanying Notes to Financial Statements.
</TABLE>


<PAGE>
<TABLE>
              FRONTIER TELEPHONE OF ROCHESTER, INC.
                      Statements of Income
                           (Unaudited)


                  3 Months Ended September 30,   9 Months Ended September 30,
In thousands of dollars       1999       1998        1999        1998
-----------------------------------------------------------------------
<S>                          <C>        <C>        <C>         <C>
Revenue                      $86,603    $85,317    $258,961    $252,320
-----------------------------------------------------------------------
Costs and Expenses
Operating expenses            41,801     43,940     126,610     122,474
Depreciation and amortization 16,434     13,219      47,768      41,794
Taxes other than income taxes  5,868      6,013      17,263      17,857
-----------------------------------------------------------------------
  Total Costs and Expenses    64,103     63,172     191,641     182,125
-----------------------------------------------------------------------
Operating Income              22,500     22,145      67,320      70,195
Interest expense                   4        414         143       1,239
Other income                     632        154       1,688         810
-----------------------------------------------------------------------
Income Before Taxes           23,128     21,885      68,865      69,766
Income tax expense             7,895      7,033      23,932      23,698
-----------------------------------------------------------------------
Net Income                   $15,233    $14,852     $44,933     $46,068
=======================================================================
See accompanying Notes to Financial Statements.
</TABLE>


<PAGE>
<TABLE>

              FRONTIER TELEPHONE OF ROCHESTER, INC.
                         Balance Sheets

<CAPTION>                                      September 30,     December 31,
                                                       1999             1998
In thousands of dollars                          (Unaudited)
----------------------------------------------------------------------------
<S>                                               <C>              <C>
ASSETS
Current Assets
Cash and cash equivalents                         $  51,379        $  53,103
Accounts receivable, (less allowance for
  uncollectibles of $6,697 and $5,493,
  respectively)                                      39,708           37,779
Accounts receivable - affiliates                      9,275            3,200
Advances to affiliates                               21,261           11,933
Materials and supplies                                  573              336
Prepaid directory                                     4,341           14,200
Other prepayments                                     2,844            2,014
----------------------------------------------------------------------------
     Total Current Assets                           129,381          122,565
----------------------------------------------------------------------------
Property, plant and equipment, net                  393,738          360,648
Prepaid pension                                      24,467           20,619
Deferred and other assets                             1,352              966
----------------------------------------------------------------------------
     Total Assets                                  $548,938         $504,798
============================================================================
LIABILITIES AND SHAREHOLDER'S EQUITY
Current Liabilities
Accounts payable                                  $  32,518        $  36,457
Accounts payable - affiliates                        15,643            8,534
Advance billings                                      4,607            4,648
Accrued taxes                                         4,627            5,466
Other liabilities                                     1,644            7,003
----------------------------------------------------------------------------
     Total Current Liabilities                       59,039           62,108
----------------------------------------------------------------------------
Long-term debt                                       40,000           40,000
Deferred income taxes                                18,480           19,124
Accrued postretirement benefits obligation           32,201           29,287
Other long-term liabilities                           2,724            2,718
----------------------------------------------------------------------------
     Total Liabilities                              152,444          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                                   164,329          119,396
----------------------------------------------------------------------------
     Total Shareholder's Equity                     396,494          351,561
----------------------------------------------------------------------------
      Total Liabilities and Shareholder's Equity   $548,938         $504,798
============================================================================
See accompanying Notes to Financial Statements.

</TABLE>


<PAGE>
<TABLE>

               FRONTIER TELEPHONE OF ROCHESTER, INC.
                     Statements of Cash Flows
                            (Unaudited)

                                                9 Months Ended September 30,
In thousands of dollars                                1999             1998
----------------------------------------------------------------------------
<S>                                                <C>              <C>
Operating Activities
Net income                                         $44,933          $46,068
---------------------------------------------------------------------------
Adjustments to reconcile net income to net cash
 provided by operating activities:
  Depreciation and amortization                     47,768           41,794
  Changes in operating assets and liabilities:
   (Increase) decrease in accounts receivable       (8,004)           4,479
   (Increase) decrease in materials and supplies      (237)             221
   Decrease in prepaid directory                     9,859           10,036
   Increase in other prepayments                      (830)          (1,491)
   Increase in prepaid pension                      (3,848           (2,192)
   (Increase) decrease in deferred and other assets   (386)             515
   Increase (decrease) in accounts payable           3,170           (1,279)
   Decrease in advance billings                        (41)            (141)
   (Decrease) increase in accrued taxes               (839)             493
   Decrease in other liabilities                    (5,359)          (5,026)
   Decrease in deferred income taxes                  (644)          (2,345)
   Increase in accrued postretirement
    benefits obligation                              2,914            2,631
   Increase in other long-term liabilities               6               42
---------------------------------------------------------------------------
          Total adjustments                         43,529           47,737
---------------------------------------------------------------------------
     Net cash provided by operating activities      88,462           93,805
---------------------------------------------------------------------------
Investing Activities
Expenditures for property, plant and equipment     (80,858)         (55,250)
---------------------------------------------------------------------------
     Net cash used in investing activities         (80,858)         (55,250)
---------------------------------------------------------------------------
Financing Activities
Advances to affiliate                               (9,328)          13,161
---------------------------------------------------------------------------
     Net cash (used in) provided by
     financing activities                           (9,328)          13,161
----------------------------------------------------------------------------
Net Increase in Cash and Cash Equivalents           (1,724)          51,716
Cash and Cash Equivalents at Beginning of Period     53,103           2,406
---------------------------------------------------------------------------
Cash and Cash Equivalents at End of Period          $51,379         $54,122
===========================================================================
See accompanying Notes to Financial Statements.
</TABLE>


<PAGE>

            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"), a Global Crossing Company, 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 audited financial
statements included in 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 September 30, 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" or lower 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 the
Company's directors to 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".

     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, which 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 add employees in service-affecting areas.

     The temporary restriction of dividend payments from the
Company 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.

      On  June  2,  1999,  Moody's  and  S&P  downgraded  the
Company's  senior  debt  ratings  from  A1/AA-  to  Baa2/BBB,
respectively.  These ratings actions were a direct result  of
the  announced  merger between Frontier and  Global  Crossing
Ltd.  and  did  not  reflect  any  change  in  the  financial
condition or creditworthiness of FTR.  However, these actions
triggered an additional dividend restriction for the  Company
until  either the NYPSC approves the payment of dividends  or
the Company's senior debt rating rises above BBB (for S&P, or
the equivalent for other rating agencies).

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 nine
month periods ended September 30, 1999 or 1998.  Due to this
restriction, surplus cash is being invested in interest-
bearing accounts.

     Actual interest paid was $3.1 million for each of the
nine months ended September 30, 1999 and 1998.  Interest
costs associated with the construction of capital assets are
capitalized.  Total amounts capitalized for the first nine
months of 1999 and 1998 totaled $2.2 million and $1.1
million, respectively.  During the first nine months of 1999
and 1998, the Company paid income taxes of $24.9 million and
$24.8 million, respectively.

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

   Three and Nine Months Ended September 30, 1999 and 1998

   The Company has included "foward-looking statements"
throughout this quarterly report filed on Form 10-Q.  These
forward-looking statements describe management's intentions,
beliefs, expectations or predictions for the future.  The
Company uses the words "believe," "anticipate," "expect,"
"intend" and similar expressions to identify forward-looking
statements.  Such forward-looking statements are subject to
a number of risks, assumptions and uncertainties that could
cause the Company's actual results to differ materially from
those projected in such forward-looking statements.  These
risks, assumptions and uncertainties include the Company's
ability to complete systems within currently estimated time
frames and budgets, the Company's ability to compete
effectively in a rapidly evolving and price competitive
marketplace, changes in the nature of telecommunications
regulation, changes in the Company's business strategy, and
the impact of technological change.  This list is only an
example of some of the risks, uncertainties and assumptions
that may affect the Company's forward-looking statements.
The Company undertakes no obligation to update any forward-
looking statements made by it.  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") is a regulated independent telephone company that
serves approximately 550,561 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. On September 28, 1999 Frontier
became a wholly-owned subsidiary of Global Crossing Ltd. FTR
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 three and nine months ended September
30, 1999 were $86.6 million and $259.0 million,
respectively, while revenues for the same periods in 1998
were $85.3 million and $252.3 million, respectively.  This
2.6% year-to-date and 1.5% quarter-to-date revenue growth is
primarily attributable to an increased demand for dedicated
lines and higher directory advertising revenue.

     Costs and expenses for the three months ended September
30, 1999 amounted to $64.1 million while cost and expenses
for the same period in 1998 were $63.2 million.  On a year-
to-date basis, costs and expenses were $191.6 million at
September 30, 1999 as compared to $182.1 million at
September 30, 1998.  This $9.5 million year-to-date or 5.2%
increase is attributable to increased depreciation expense
and an increase in labor costs related to service
improvement initiatives.

     Depreciation and amortization expense for the third
quarter of 1999 increased $3.2 million or 24.3% over the
comparable period in 1998.  For the nine months ended
September 30, 1999 and 1998, depreciation and amortization
expenses were $47.8 million and $41.8 million, respectively,
an increase of $6.0 million or 14.3%.  The increase is
primarily due to capital additions to telephone plant and
equipment in service.

     Net income for the three month period ended September
30, 1999 was $15.2 million, an increase of $0.4 million or
2.6% over the same period in 1998.  On a year-to-date basis,
net income was $44.9 million, a decrease of $1.1 million or
2.5% over the comparable period in 1998.  The decrease in
net income for the nine months ended September 30, 1999 is
largely due to increased depreciation expense and an
increase in labor costs related to service improvement
initiatives.

Other Income Statement Items

     Interest expense was zero and $0.4 million for the
three months ended September 30, 1999 and 1998,
respectively.  For the nine months ended September 30, 1999,
interest expense decreased $1.1 million from 1998.  The
decreases are primarily attributable to increased
capitalized interest driven by larger capital expenditures.

     The effective income tax rate for the nine months ended
September 30, 1999 is 34.8%, which is relatively consistent
with the comparable period in 1998 of 34.0%.

FINANCIAL CONDITION

Review of Cash Flow Activity

     Cash provided from operations for the first nine months
of 1999 decreased $5.3 million or 5.7% from the first nine
months of 1998.  The primary drivers of the decrease in cash
provided from operations include an increase in accounts
receivable offset by an increase in accounts payable to
affiliates. Accounts receivable increased due to the timing
of receipt of payments. Accounts payable to affiliates
increased due to increased activity particularly for long
distance and internet services.

     Cash used for investing activities was $80.9 million
for the nine months ended September 30, 1999, an increase of
$25.6 million or 46.3% over the same period in 1998.  This
increase is driven by an increase in capital expenditures
primarily due to technological advancements and expansion of
the network to meet customer demand.

     Financing activities resulted in a cash outflow of $9.3
million during the first nine months of 1999 as compared to
a cash inflow of $13.2 million the same period in 1998 due
to lower advances to affiliates from the same period prior
year. No cash dividends were paid to Frontier Corporation
during 1999 or 1998.

Debt

     At September 30, 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 9.2% at September 30, 1999.  Pre-tax interest
coverage was 29.9 times through the third quarter of 1999,
as compared with 30.4 times for the same period in 1998.

Capital Spending

     Total gross expenditures for property, plant, and
equipment in 1999 are anticipated to be in the $97 million
to $103 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. 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 IT systems are now compliant.  Final remediation
is substantially complete.

     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
precautionary resources to these areas.

     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 $20.0 million, and the
Company now anticipates spending an additional $1.4 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.  The Company has initiated an
inquiry with its primary vendors and continues to engage in
discussions related to Year 2K compliance with some. Its
primary vendors have provided assurances that are believed
reasonable by the Company. The Company has replaced some
equipment and systems, and may continue to do so in
appropriate circumstances.

      Contingency Plans.   The Company consistently
monitors the progress of its Year 2K program.  The Company
currently anticipates that it will resolve all 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.

     Consistent with the activity of its parent company
Frontier, FTR has begun to develop contingency plans in a
number of areas.  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 that include 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. 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. These plans
will be closely monitored by FTR's Internal Audit department
and the Frontier Year 2K Executive Steering Committee.

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 on January
25, 1999 the U.S. Supreme Court 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 in a related
proceeding examining reciprocal compensation payments.  On
July 22, 1999, the NYSPSC issued an order establishing prices
for many of the Company's network elements.  The issues being
addressed by the NYSPSC have been under consideration since
1995.

    On August 25, 1999, the NYPSC issued a Notice Requesting
Comments in which it invited comments on the Company's
financial condition, earnings and service quality,
competition in the Rochester market and the terms and
conditions of the Open Market Plan.  Settlement discussions
in the proceeding are under way.  Among the issues under
negotiation is the Company's' petition for the NYPSC to
reconsider a July 22, 1999 decision in which the NYPSC
carried forward a number of Open Market Plan rates rather
than applying the rate methodology specified in the
Telecommunications Act of 1996.

     The Company cannot predict the ultimate impact of any
NYSPSC action in these proceedings.

     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" or lower 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 the
Company's directors to 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".

     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, which 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 add employees in service-affecting areas.

     The temporary restriction of dividend payments from the
Company 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.

     On June 2, 1999, Moody's and S&P downgraded the
Company's senior debt ratings from A1/AA- to Baa2/BBB,
respectively.  These ratings actions were a direct result of
the announced merger between Frontier and Global Crossing
Ltd. and did not reflect any change in the financial
condition or creditworthiness of FTR.  However, these actions
triggered an additional dividend restriction for the Company
until either the NYPSC approves the payment of dividends or
the Company's senior debt rating rises above BBB (for S&P, or
the equivalent for other rating agencies).

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.  On July 22, 1999, the NYSPSC issued an
order establishing prices for many of the Company's network
elements.  In related statewide proceedings, 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 and reciprocal compensation between carriers
for local traffic.  The Company cannot predict the final
outcome of these matters at the present time.

Item 5.     Employees and Labor Relations

     As of September 30, 1999 the Company had 1,748
employees, of which 272 were management employees and 1,476
were clerical, service and craft workers.  The Rochester
Telephone Workers Association ("RTWA") represents 641 of such
clerical and service workers and the Communications Workers
of America, Local 1170 ("CWA Local") represents 817 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 and
     subsequent to the quarter ended September 30, 1999:

     SEC Filing Date          Item Nos.     Financial Statements
     -----------------------------------------------------------

     10/7/99                    4, 7                None


<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: November 12, 1999  By:/s/Michael T. Carr
                             -----------------------------
                             Michael T. Carr
                             Vice President and Treasurer
                             (principal accounting officer)



<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       Certificate of Amendment to      Filed herewith
          Certificate of Incorporation

3.4       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   Incorporated by reference to
          the Company and Chemical         Exhibit 4.2 to Form 10-Q for
          Bank, dated September 20, 1995   the quarter ended March 31,
          $80M Medium Term Notes,          1999
          1995 Series A and B

10.1      Restated Directors Common Stock  Filed herewith
          Deferred Growth Plan

10.2      Amendment No. 2 to Plan for the  Filed herewith
          Deferral of Directors Fees

27        Financial Data Schedule          Filed herewith