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

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

      For the quarterly period ended September 30, 1996
                              
[  ]  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

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

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

180 South Clinton Avenue,  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, 1996

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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                  ROCHESTER TELEPHONE CORP.

                          Form 10-Q
                            Index
                              
                                                            
                                                          Page
                                                         Number
Part I.        FINANCIAL INFORMATION

   Item 1. Financial Statements

     Statements of Income for the three months ended
     September 30, 1996 and September 30, 1995 and for the nine
     months ended September 30, 1996 and September 30, 1995 3
     Balance Sheets as of September 30, 1996 and
     December 31, 1995                                      4

     Statements of Cash Flows for the nine months ended
     September 30, 1996 and September 30, 1995              5

     Notes to Financial Statements                          6

  Item 2. Management's Narrative Analysis of 
          the Results of Operations                         8

Part II.            OTHER INFORMATION

  Item 5. Employees and Labor Relations                    12

  Item 6. Exhibits and Reports on Form 8-K                 13

  Signatures                                               14

  Index to Exhibits                                        15



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                    ROCHESTER TELEPHONE CORP.
                      Statements of Income
                           (Unaudited)
                                
                                     3 Months Ended      9 Months Ended
                                      September 30,       September 30,
In thousands                          1996     1995      1996      1995
-----------------------------------------------------------------------
Revenues                           $79,828  $78,661  $242,933  $235,159
Operating expenses                  38,979   39,006   118,839   109,684
Depreciation and amortization       13,503   13,731    40,130    41,699
Taxes other than income taxes        5,354    5,898    16,253    19,163
-----------------------------------------------------------------------       
       Total Costs and Expenses     57,836   58,635   175,222   170,546
-----------------------------------------------------------------------
Operating Income                    21,992   20,026    67,711    64,613
Interest expense                       781    1,593     2,434     5,256
Other (expense) income, net           (342)   1,254    (1,433)       (9)        
-----------------------------------------------------------------------
Income Before Taxes, Extraordinary 
 Item and Cumulative
 Effect of Change in Accounting
 Principle                          20,869   19,687    63,844    59,348
Income taxes                         7,105    7,173    22,140    22,329
-----------------------------------------------------------------------
Income Before Extraordinary Item 
 and Cumulative Effect                                            
 of Change in Accounting Principle  13,764   12,514    41,704    37,019
Extraordinary item                       -  (60,441)        -   (60,441)
Cumulative effect of change in                               
 accounting principle                    -   (1,020)   (6,949)   (1,020)
-----------------------------------------------------------------------
Net Income (Loss)                  $13,764 $(48,947)   34,755  $(24,442)
-----------------------------------------------------------------------
-----------------------------------------------------------------------
 See accompanying Notes to Financial Statements.

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                    ROCHESTER TELEPHONE CORP.
                         Balance Sheets

                               September 30, December 31,
                                        1996      1995
In thousands of dollars          (Unaudited)
---------------------------------------------------------
ASSETS                                                
Current Assets                                        
Cash and cash equivalents         $    1,630  $  5,643
Accounts receivable, (less                            
 allowance for uncollectibles
 of $1,163 and $1,421, respectively)  49,624    54,450
Accounts receivable - affiliates       2,439     2,273
Materials and supplies                 2,603     3,084
Prepaid directory                      4,100    13,038
Other Prepayments                      2,240     1,752
---------------------------------------------------------     
     Total Current Assets             62,636    80,240
---------------------------------------------------------
Property, plant and equipment, net   328,393   340,545
Prepaid pension                       29,235    28,305
Deferred and other assets              1,775     1,799
---------------------------------------------------------     
     Total Assets                   $422,039  $450,889
---------------------------------------------------------
---------------------------------------------------------
LIABILITIES AND SHAREOWNER'S EQUITY
Current Liabilities
Accounts payable                   $  30,597 $  42,054
Accounts payable - affiliates         24,193     9,770
Advances from affiliate                1,035     5,753
Advance billings                       4,599     5,120
Taxes accrued                          3,028     5,602
Other current liabilities              1,330     5,520
---------------------------------------------------------     
     Total Current Liabilities        64,782    73,819
---------------------------------------------------------
Long-Term debt                        60,479    60,300
Deferred income taxes                 27,882    36,196
Postretirement benefits               
 obligation                           22,450    20,253
Other long-term liabilities            2,608     9,238
---------------------------------------------------------     
     Total Liabilities               178,201   199,806
---------------------------------------------------------
Shareowner's Equity                                   
Common stock, no par, no stated 
 value                               263,537   263,537
Retained earnings                    (19,699)  (12,454)
---------------------------------------------------------
     Total Shareowner's Equity       243,838   251,083
---------------------------------------------------------          
          Total Liabilities and     
          Shareowner's Equity       $422,039  $450,889
---------------------------------------------------------
---------------------------------------------------------          
 See accompanying Notes to Financial Statements.

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<TABLE>
                     ROCHESTER TELEPHONE CORP.
                     Statements of Cash Flows
                            (Unaudited)
                                 
                                           9 Months Ended September 30,
In thousands of dollars                            1996             1995
--------------------------------------------------------------------------
<S>                                             <C>             <C>
Operating Activities
Net income                                      $34,755         $(24,442)
Adjustments to reconcile net income to net cash
 provided by operating activities:
   Extraordinary item - discontinuance of 
    regulatory accounting                             -           95,317
   Cumulative effect of changes in accounting 
    principles                                   10,691            1,569
   Depreciation and amortization                 40,130           41,699
   Gain on pension curtailment                        -           (3,716)
   Loss on disposition of assets                      -            1,779
   Changes in operating assets and liabilities:
     Decrease (increase) in accounts receivable   4,660          (58,570)
      Decrease (increase) in materials and supplies 481             (584)
     Decrease in prepaid directory                8,938            7,632
     Increase in other prepayments                 (488)          (1,034)
     (Increase) decrease in prepaid pension        (930)           3,919
     Increase in deferred and other assets         (144)          (8,610)
     Increase in accounts payable                 1,793           39,469
     Decrease in advance billings                  (521)          (1,862)
     (Decrease) increase in accrued interest 
      and taxes                                  (3,325)           2,090
     (Decrease) increase in other current 
      liabilities                                (3,439)             408
     Increase in postretirement benefits 
      obligation                                  2,197            5,976
     Decrease in deferred income taxes           (8,314)         (35,259)
     Decrease in other long term liabilities     (6,630)               -
--------------------------------------------------------------------------      
      Total adjustments                          45,099           90,223
-------------------------------------------------------------------------- 
 Net cash provided by operating activities       79,854           65,781
--------------------------------------------------------------------------
Investing Activities
Expenditures for property, plant and equipment  (37,328)         (22,956)
-------------------------------------------------------------------------- 
 Net cash used in investing activities          (37,328)         (22,956)
--------------------------------------------------------------------------
Financing Activities
Repayments of long-term debt                          -          (76,000)
Proceeds of long-term debt                          179           39,568
Advances from affiliate                          (4,718)           1,692
Dividends paid                                  (42,000)               -
-------------------------------------------------------------------------- 
 Net cash used in financing activities          (46,539)         (34,740)
--------------------------------------------------------------------------
Net (Decrease) Increase in Cash and Cash 
 Equivalents                                     (4,013)           8,085
Cash and Cash Equivalents at Beginning of Period  5,643                0
--------------------------------------------------------------------------
Cash and Cash Equivalents at End of Period       $1,630         $  8,085
--------------------------------------------------------------------------
--------------------------------------------------------------------------
 See accompanying Notes to Financial Statements.
                          
</TABLE>

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                  ROCHESTER TELEPHONE CORP.



Note 1:   Comparative Financial Statements

      Rochester Telephone Corp. (the "Company"), a wholly
owned subsidiary of Frontier Corporation ("Frontier"),
received its net assets from Frontier on January 1, 1995.
Prior to January 1, 1995, the Company's results from
operations and net assets were included in the consolidated
financial statements of  Frontier Corporation. The financial
statements have been prepared by the Company pursuant to the
rules and regulations of the Securities and Exchange
Commission ("SEC"). Certain information and footnote
disclosures normally accompanying financial statements
prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such
SEC rules and regulations. In the opinion of the Company's
management, the financial statements include all adjustments
of a normal and recurring nature necessary to present fairly
the financial positions, results of operations and cash
flows for the interim periods. These financial statements
should be read in conjunction with the financial statements
and accompanying footnotes in the Company's Form 10-K for
the year ended December 31, 1995.

Note 2:   Long-Lived Assets to Be Disposed Of

      Effective January 1, 1996 the Company adopted
Financial Accounting Standards No. 121 ("FAS 121"),
"Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of".  FAS 121 requires that
certain long-lived assets and identified intangibles be
written down to fair value whenever an impairment review
indicates that the carrying value cannot be recovered on an
undiscounted cash flow basis.  The statement also requires
that certain long-lived assets and identifiable intangibles
to be disposed of be reported at fair value less selling
costs.  The Company's adoption of this standard resulted in
a non-cash charge of $6.9 million (net of a tax benefit of
$3.7 million) and is reported in the Statement of Income as
a cumulative effect of a change in accounting principle.
The charge represents the cumulative adjustment required by
FAS 121 to remeasure the carrying amount of certain assets
held for disposal as of January 1, 1996.  It applies to an
asset write-down for the expected impairment loss and
disposal costs for telephone switching equipment as a result
of the Company implementing a central office host switch
consolidation project.

Note 3:   Discontinuance of Regulatory Accounting

      In September 1995, the Company discontinued the
application of  FAS 71, "Accounting for the Effects of
Certain Types of Regulation"  ("FAS 71") on its regulated
telephone operations.  This change was based on the
determination that FAS 71 was no longer applicable to the
Company based upon changes in regulation, increasingly rapid
advancements in telecommunications technology and other
factors creating competitive markets. As a result of the
discontinuance of FAS 71, the Company recorded a non-cash
extraordinary charge of  $60.4 million, net of an income tax
benefit of $34.9 million.

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.

      The Company paid cash dividends to Frontier in the
amount of $42.0 million in 1996.
      
      Actual interest paid was $3.2 million and $ 8.7
million for the nine month periods ended September 30, 1996
and 1995, respectively. Actual income taxes paid during the
nine month period ended September 30, 1996  and 1995 were
$26.2 million and $29.6 million, respectively.

Note 5:   Subsequent Events

      On October 7, 1996 the Board of Directors passed a
resolution to declare a quarterly dividend payment of $14
million payable in cash on December 30, 1996, to the holder
of record of the Company's common stock as of October 31,
1996.


ITEM 2 - MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS
        OF OPERATIONS

   Three and Nine Months Ended September 30, 1996 and 1995


DESCRIPTION OF BUSINESS

     Rochester Telephone Corp. (the "Company") is a
regulated independent telephone company that serves
approximately 531,000 access lines in the greater Rochester,
New York metropolitan area.  The Company was incorporated in
December 1994 as a wholly owned subsidiary of Frontier
Corporation. Frontier Corporation, previously known as
Rochester Telephone Corporation, has been providing local
telephone service in the greater Rochester market since
1920. 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 three months ended September 30, 1996
were $79.8 million, an increase of $1.2 million or 1.5%,
over the comparable period for 1995.  For the nine months
ended September 30, 1996, revenues increased $7.8 million or
3.3%, to $242.9 million. Revenue growth was driven by a
number of factors, including a 2.2%  increase in access
lines for the twelve month period ended September 30, 1996.
Revenue was also positively impacted by an increase in
intraLATA access, directory and increased telephone feature
revenue due to the marketing of new products. These
increases were partially offset by rate reductions for
business touch-tone as stipulated by the Open Market Plan
and a decline in intraLATA toll revenues. (See discussion of
the Open Market Plan on pages 10-12).

     Costs and expenses for the three months ended
September 30, 1996 amounted to $57.8 million, a decrease of
$.8 million or 1.4%, over the three month period ended
September 30, 1995. For the nine month period ended
September 30, 1996, costs and expenses increased $4.7
million or 2.7%, over the same period in the prior year. The
reduction in costs and expenses for the quarter is primarily
the result of certain one-time charges recorded in the third
quarter of 1995 and a reduction in depreciation resulting
from the implementation of Financial Accounting Standard No.
121 ("FAS 121") "Accounting for the Impairment of Long-Lived
Assets to be Disposed Of" in the first quarter of 1996 and
the discontinuance of regulatory accounting effective in the
third quarter of 1995. On a year to date basis, these cost
savings were offset by additional expenses resulting from
the expiration of the Communication Worker's of America
("CWA") Local 1170 union labor agreement with the Company.
These  increased costs were related to higher labor and
associated expenses and were necessary to ensure continued
high standards of customer service. The contract
negotiations are currently at an impasse and the Company has
implemented the terms of its final offer as of  April 9,
1996. (See additional discussion on page 13). In addition,
the Company experienced increased costs and expenses as a
result of an increased repair load due to the wet weather
conditions during the second quarter of 1996.

     Depreciation and amortization expense for the third
quarter of 1996 decreased $.2 million or 1.7% from the
comparable period last year. For the nine months ended
September 30, 1996, depreciation and amortization decreased
$1.6 million or 3.8%. The decrease is primarily due to the
reduction in deprecation expense associated with the
impairment loss and plant writedown under FAS 121.

     During late 1995, management committed to a plan which
makes Rochester Telephone Corp. the first company in the
United States to begin a central office switch consolidation
project in a major market.  The three-year plan to
consolidate host switches by over 60% is projected to
improve network efficiency and reduce the cost of
maintenance and software upgrades.

Other Income Statement Items

     Interest expense for the three and nine month periods
ended September 30, 1996 amounted to $.8 million and $2.4
million,  representing decreases of $.8 million or 51.0% and
$2.8 million or 53.7%, respectively, as compared to the same
periods  in 1995.  These decreases are due to lower average
debt levels in 1996 as compared to 1995 and reduced interest
rates resulting from the Company's refinancing of the
outstanding debt previously issued under the revolving
credit agreement in the first quarter of 1996.

     The effective income tax rate for the third quarter of
1996 was 34.0% versus 36.4% for the third quarter 1995 and
34.7% for the nine months ended September 30, 1996 as
compared to 37.6% for the same period in the prior year. The
decrease in the effective tax rate is a result of the
Company's discontinuance of regulatory accounting for
deferred taxes associated with its telephone plant.
                              

FINANCIAL CONDITION

Review of Cash Flow Activity

     Cash generated from operations amounted to $79.9
million for the nine months ended September 30, 1996 as
compared to $65.8 million for the comparable period in 1995,
an increase of $14.1 million. The increase in operating cash
flow is primarily attributable to revenue growth and
decreased working capital requirements. Offsetting the cash
provided by operating activities in 1996 and 1995 are
outflows for capital expenditures of  $37.3 million and
$23.0 million, respectively.

     Financing activities resulted in a net cash outflow of
$46.5 million for the nine months ended September 30, 1996
compared with a net cash outflow of  $34.7 million for the
same period in the prior year.  In the first nine months of
1996, the Company paid cash dividends of $42.0 million and
repaid advances to Frontier Corporation in the amount of
$4.7 million. In the comparable period in 1995,  financing
activities included  $76.0 million for debt repayments,
offset by $39.6 million of proceeds from the issuance of
long term debt. No cash dividends were paid during the first
nine months of 1995.

Debt

     At September 30, 1996, the Company's total outstanding
long-term debt amounted to $60.5 million. This debt
consisted of  $20.5 million issued under the Company's
commercial paper program and $40.0 million of medium-term
notes issued on March 27, 1995.

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

Debt Ratio and Interest Coverage

     The Company's debt ratio (total debt as a percent of
total capitalization) was 19.9% at September 30, 1996 as
compared with 19.4% at December 31, 1995. This change is
primarily due to an increase in commercial paper borrowings
and the payment of dividends during 1996. Pre-tax interest
coverage, excluding nonrecurring charges,  was 28.4 times
through the first nine months of 1996, as compared with 12.3
times for the first nine months of 1995.

Capital Spending

  For the nine months ended September 30, 1996, capital
expenditures amounted to $37.3 million, as compared to $22.9
million for the comparable period in 1995.  The Company
plans to spend a total of approximately $52.0 million on its
1996 annual capital program, representing an increase of
$13.4 million over the 1995 level.  This increase is largely
driven by capital requirements associated with the host
consolidation project.

OTHER ITEMS

Open Market Plan

     On January 1, 1996, the Company began its second year
of operations under the Open Market Plan.  The Open Market
Plan promotes telecommunications competition in the
Rochester, New York market by providing for (1)
interconnection of competing local networks including
reciprocal compensation for terminating traffic, (2) equal
access to network databases, (3) access to local telephone
numbers and (4) service provider number portability.  The
inherent risk associated with opening the Rochester market
to competition is that some customers are able to purchase
services from competitors, which reduces the number of
retail customers and potentially causes a decrease in the
revenues and profitability for the Company.  However,
results in 1995 and in the first nine months  of 1996,
indicate that a stimulation of demand in the use of the
network and new product revenue can offset the loss of some
retail customers.  Increased competition may also lead to
additional price decreases for services, adversely impacting
the Company's margins.  During the seven year period of the
Open Market Plan Agreement, rate reductions of $21 million,
$11.5 million of which occurred through 1995 and an
additional $2.5 million which will occur during 1996, will
be implemented for Rochester area consumers and rates
charged for basic residential and business telephone service
may not be increased.  The Open Market Plan does not require
the Company to rebate any additional earnings achieved
through operating efficiencies that previously would have
been shared with customers.

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

  AT&T Communications of New York filed a complaint with the
PSC for reconsideration of the Open Market Plan on October
3, 1995. The complaint primarily seeks changes in the
wholesale discount, the minutes of use surcharge and changes
in a number of operational and support activities. Some of
these issues are also being considered in other states in
other unrelated local competition proceedings. On July 18,
1996, the New York State Public Service Commission
("NYSPSC") issued an order establishing a temporary
wholesale discount of 13.5% and eliminating the minutes of
use surcharge. The temporary discount is subject to increase
or decrease, retroactive to July 24, 1996, when permanent
wholesale rates are set. The NYSPSC has indicated that it
plans to set permanent wholesale rates before the end of
1996. The NYSPSC is also considering the prices the Company
may charge for "unbundled" service elements such as links
(the wire from the Company's switch to the customer's
premises) and ports (the portion of the Company's switch
that terminates the link). The Company is actively
participating in the proceeding and expects the NYSPSC to
issue a decision on some service elements in late 1996, and
others in 1997. In addition, on August 8, 1996, the Federal
Communications Commission (the "FCC") released a First
Report and Order (the "First Report and Order") in a core
rulemaking proceeding to implement the Telecommunications
Act of 1996 (the "Act").  That First Report and Order
established rules and guidelines to promote local
competition,  affecting the Company and all other
competitors in local telecommunications markets.  The FCC's
action is subject to reconsideration and to appellate
review. Certain portions of the First Report and Order have
been stayed pending appeal by the 8th Circuit Court of
Appeals, the Federal Court hearing appeals of this Order.
The Company is considering its options with respect to these
matters and cannot predict the outcome of these matters.

PART II - OTHER INFORMATION

Item 5.  Other Information

First Report and Order

      The Act, enacted into law in February 1996, requires
the FCC and state commissions to remove barriers protecting
telecommunications monopolies and to affirmatively promote
competition.  FCC and state commission action to implement
the Act has been ongoing.

      On August 8, 1996, the FCC released a First Report and
Order in a core proceeding to implement the local competition
provisions of the Act.  The FCC order provides minimum
requirements for local telephone companies to follow to
permit competitors to enter local markets, to use the
services and facilities of the large incumbent carrier, and
to compete directly.  These requirements will be administered
by the FCC itself, in some instances, and by the states, in
other instances.  For example, the FCC order addresses
requirements that local telephone companies, including
Rochester Telephone Corp., provide interconnection, access to
unbundled elements and discounts to other carriers to resell
local services.  The order also provides methods of obtaining
interconnection and access to unbundled elements, as well as
pricing methodologies for such interconnection and unbundled
elements. Certain portions of the First Report and Order,
primarily those setting pricing rules, have been stayed
pending appeal by the 8th Circuit Court of Appeals, the
Federal Court hearing appeals of this Order. The Company
cannot predict what the impact of the 1996 Act and the First
Report and Order will be at this time.

Employees and Labor Relations

     The labor contract between the Communications Workers
of America ("CWA") Local 1170 and the Company expired on
January 31, 1996.  The  Company's total workforce
approximated 1,598 employees at September 30, 1996.
Membership in the CWA Local accounted for approximately 44%
of that total.  After six months of collective bargaining
without reaching an agreement, the Company declared that the
negotiations were at impasse and implemented the terms of
its final offer effective April 9, 1996.  The CWA Local 1170
is challenging the Company's declaration of impasse and
implementation through the filing of several unfair labor
practice charges with the National Labor Relations Board
("NLRB"). In June, the Company received a favorable
determination after review within the agency which rejected
all unfair labor practice claims that could have impacted
the declaration of impasse. The Union has appealed these
decisions within the NLRB.  A decision on these appeals is
expected soon; both parties have an opportunity for further
appeals. The Company cannot predict the final outcome of
these matters at this time.

Item 6.  Exhibits and Reports on Form 8-K


(a)  Exhibits - See Index


(b)  Reports on Form 8-K filed during the quarter:


            None


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                         SIGNATURES

    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.



                          ROCHESTER TELEPHONE CORP.
                      -----------------------------------
                                (Registrant)







Dated:   November  13, 1996     By:/s/Martin Mucci
                                   --------------------------
                                   Martin Mucci
                                   Vice President and Treasurer
                                  (and principal financial officer)

<PAGE>
<PAGE>

                      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
              Certificate of Incorporation    to 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 31,1995.

27           Financial Data Schedule          Filed herewith