<PAGE>                                
                    ROCHESTER TELEPHONE CORP.
                                
                                
                               TO
                                
                                
                     CHEMICAL BANK, Trustee
                                
                                
                                
                                
                  FIRST SUPPLEMENTAL INDENTURE
                                
                                
                                
                                
                 Dated as of September 20, 1995
                                
     (Supplemental to Indenture Dated as of March 14, 1995)
                                
<PAGE>                                

          FIRST SUPPLEMENTAL INDENTURE, dated as of September 20,
1995 (this "First Supplemental Indenture"), between ROCHESTER
TELEPHONE CORP., a New York corporation (hereinafter called the
"Company"), having its principal executive offices at 180 Clinton
Avenue, Rochester, New York 14646-0700, and CHEMICAL BANK, a New
York corporation, as Trustee (hereinafter called the "Trustee"),
having its Corporate Trust Office at 450 West 33rd Street, New
York, New York 10001.


                     Recitals of the Company


          WHEREAS, the Company has executed and delivered its
Indenture dated as of March 14, 1995 (hereinafter called the
"Indenture"), to provide for the issuance from time to time of
its unsecured and unsubordinated debentures, notes, or other
evidences of indebtedness; and

          WHEREAS, the Company issued and sold on March 27, 1995
a series of Securities under the Indenture designated its Medium-
Term Notes, 1995 Series A (the "Notes") in a private placement in
reliance upon the exemption from registration under the
Securities Act of 1933, as amended (the "Securities Act")
provided by Section 4(2) thereof; and

          WHEREAS, the Company is offering to exchange (the
"Exchange") the Notes for an equal principal amount of a new
series of Securities to be issued under the Indenture,
hereinafter referred to as "Medium-Term Notes, 1995 Series B" or
"Exchange Notes", which Securities shall be identical to the
Notes in all respects except that the Exchange Notes will be
registered under the Securities Act, pursuant to a registration
statement on Form S-4 (the "Exchange Registration Statement");
and

          WHEREAS, Section 901(4) of the Indenture authorizes the
Company and the Trustee to enter into supplemental indentures
without the consent of the Holders to establish the form and
terms of securities of any series as permitted by Sections 201
and 301 of the Indenture; and

          WHEREAS, Section 901(10) of the Indenture authorizes
the Company and the Trustee to enter into supplemental indentures
without the consent of the Holders to make provisions with
respect to matters arising under the Indenture that will not
adversely affect the interests of Holders of Securities of any
series in any material respect; and

          WHEREAS, to so provide for the establishment of the
Medium-Term Notes, 1995 Series B and to provide for the Exchange,
the Company has authorized the execution of this First
Supplemental Indenture to the Indenture and has requested the
Trustee to execute the First Supplemental Indenture; and
          
          WHEREAS, all conditions and requirements necessary to
make this First Supplemental Indenture a valid, binding and legal
instrument have been done and performed and the execution and
delivery hereof have been in all respects duly authorized,
including the delivery to the Trustee of the Opinion of Counsel
referenced in Section 903 of the Indenture;


          NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE
WITNESSETH:

          For and in consideration of the premises, it is
mutually covenanted and agreed, for the equal and proportionate
benefit of all Holders of the Securities or of series thereof, as
follows:

          Section 1.     Definitions.

          For all purposes of this First Supplemental Indenture,
except as otherwise expressly provided or unless the context
otherwise requires, all capitalized terms used and not defined
herein that are defined in the Indenture shall have the meanings
assigned to them in the Indenture.

          Section 2.     Certain Amendments.

          (a)  Section 101 of the Indenture shall be amended by
adding the following definitions in the proper alphabetical
order:

               "Exchange Registration Statement" means the
          registration statement on Form S-4, No. 33-91250, as
          amended, filed by the Company with the Securities and
          Exchange Commission with respect to an offer to
          exchange its Securities designated "Medium-Term Notes,
          1995 Series A" for its Securities designated "Medium-
          Term Notes, 1995 Series B."

               "Restricted Securities" means Securities not
          registered under the Securities Act pursuant to an
          exemption from registration set forth therein.

               "Securities Act" means the Securities Act of 1933,
          as amended.

          (b)  Section 305 of the Indenture shall be amended by
adding the following paragraphs after the last paragraph of such
section:

               "The transfer and exchange of beneficial interests
          in Global Securities shall be effected through the
          Depository in accordance with this Indenture (including
          the restrictions on transfer set forth herein) and the
          procedures of the Depository therefor.  Except as
          expressly provided in this Indenture, the Trustee and
          the Security Registrar shall have no responsibility
          under this Indenture for monitoring compliance with the
          terms of this Indenture with respect to any transfer or
          exchange of Global Securities or beneficial interests
          therein.

               Except as permitted by the following paragraph,
          each Security evidenced by a Global Security or a
          Security in definitive registered form (and all
          Securities issued in exchange therefor or in
          substitution thereof) shall be subject to (i) with
          respect to Global Securities, the restrictions on
          transfer provided in the legend set forth in Section
          203 and (ii) with respect to Restricted Securities, the
          applicable legend set forth in the form of such
          Restricted Securities.

               Upon a request for registration of any transfer of
          a Restricted Security (A) pursuant to an effective
          registration statement under the Securities Act
          (including, without limitation, the Exchange
          Registration Statement) or (B) satisfying the
          conditions for an exemption from registration in
          accordance with Rule 144 under the Securities Act, in
          each case in accordance with any applicable securities
          laws of any state of the United States, then:  (x) in
          the case of any Restricted Security that is a Security
          registered in definitive form, the Security Registrar
          shall exchange such Restricted Security for a Security
          registered in definitive form of like tenor and
          aggregate principal amount with substantially similar
          terms that does not bear a legend and rescind any
          restriction on the transfer of such Restricted Security
          and (y) in the case of any Restricted Security
          represented by a Global Security, such Global Security
          will not be subject to any restriction on transfer set
          forth in clause (ii) of the preceding paragraph (such
          sales or transfers being subject only to the provisions
          of the second preceding paragraph) and shall not be
          subject to the provisions of Section 204, in the case
          of the Company's Securities designated "Medium-Term
          Notes, 1995 Series A"; provided, however, with respect
          to any request for an exchange of a Restricted Security
          represented by a Global Security for a Security
          registered in definitive form which does not bear a
          legend, which request is made in reliance upon Rule 144
          or any successor provision, the Holder thereof shall
          certify in writing to the Security Registrar that such
          request is so being made in reliance on Rule 144 (such
          certification to be substantially in the form set forth
          in Section 305A) and provide an opinion of counsel
          having substantial experience in practice under the
          Securities Act and otherwise reasonably acceptable to
          the Company, addressed to the Company and the Trustee
          and in form acceptable to the Company, to the effect
          that the transfer of such Restricted Security has been
          made in compliance with Rule 144 or such successor
          provision.

               The Company shall promptly inform the Trustee in
          writing of the effective date of any registration
          statement registering any of the Securities under the
          Securities Act.  The Trustee shall not be liable for
          any action taken or omitted to be taken by it in good
          faith in accordance with the aforementioned opinion of
          counsel or registration statement.

          Section 305A.  Form of Certification.

               In connection with any certification contemplated
          by Section 305, relating to compliance with certain
          restrictions relating to transfers or exchanges of the
          Securities, such certification shall be provided
          substantially in the form of the following certificate,
          with only such changes as shall be reasonably approved
          by the Company and reasonably acceptable to the
          Trustee:

          CERTIFICATE TO BE DELIVERED UPON [  ] EXCHANGE OF AN
          BENEFICIAL INTEREST IN THE GLOBAL SECURITY FOR
          DEFINITIVE SECURITIES OR [  ] EXCHANGE OR REGISTRATION
          OF TRANSFER OF DEFINITIVE SECURITIES.

          Re:  Notes Due ____ ("Notes") of Rochester Telephone
               Corp.

               This Certificate relates to $_________ principal
          amount of Notes (such designated series hereinafter
          referred to as the "Securities") currently registered
          in [  ] book-entry or [  ] definitive form in the name
          of _________________ (the "Transferor").

               All capitalized terms used but not defined herein
          shall have the meanings ascribed to such terms in the
          Indenture relating to the Securities.

          The Transferor or Transferee:
               [  ] has requested the Trustee by written order to
          deliver in exchange for its beneficial interest in the
          Global Security held by the Depository a Security or
          Securities registered in definitive form of authorized
          denominations and an aggregate principal amount equal
          to its beneficial interest in such Global Security (or
          the portion thereof indicated above); or

               [  ]      has requested the Trustee by written
          order to exchange or register the transfer of a
          Security or Securities registered in definitive form.

               In connection with such request and in respect of
          each such Security, the Transferor does hereby certify
          as follows:

               (1)  [  ] Such Security is being transferred to
          Rochester Telephone Corp.

               (2)  [  ]      Such Security is being acquired for
          its own account, without transfer.

               (3)  [  ]      Such Security is being transferred
          pursuant to an effective registration statement under
          the Securities Act.

               (4)  [  ] Such Security is being transferred to a
          qualified institutional buyer (as defined in Rule 144A
          under the Securities Act) in accordance with Rule 144A
          under the Securities Act.

               (5)  [  ]      Such Security is being transferred
          pursuant to the exemption from the registration
          requirements of the Securities Act provided by
          Regulation S thereunder.*

               (6)  [  ]      Such Security is being transferred
          to an institutional accredited investor that has
          furnished to the Trustee a signed letter containing
          certain representations and agreements (the form of
          which can be obtained from the Trustee).*

               (7)  [  ]      Such Security is being transferred
          pursuant to another available exemption from the
          registration requirements of the Securities Act.

               *  If box (5), (6) or (7) is checked, such
          transfer is subject to the Transferor's having
          previously furnished to the Company and the Trustee
          such certifications, legal opinions or other
          information requested to confirm that such transfer is
          being made pursuant to any exemption from, and not in a
          transaction subject to, the registration requirements
          of the Securities Act, such as the exemption provided
          by Rule 144 thereunder.

                                   [INSERT NAME OF TRANSFEROR
                                   OR TRANSFEREE]


                                   By: _______________________


          Date: ___________________
               To be dated the date of
               presentation or surrender"

          (c)  Section 608 of the Indenture shall be amended by
adding the following sentence after the last sentence of such
section:

               "There shall be excluded from the terms of Section
          310(b) of the Trust Indenture Act, the Company's Medium-
          Term Notes, 1995 Series A Securities issued pursuant to
          this Indenture which are outstanding."

          Section 3.  Medium-Term Notes 1995 Series B.

          Pursuant to Section 313 of the Indenture, the Company
shall issue a series of Securities under the Indenture designated
"Medium-Term Notes, 1995 Series B" (herein sometimes referred to
as the "Exchange Notes") in an aggregate principal amount up to
$40,000,000, substantially in the form of Exhibit A hereto.

          (1)  The aggregate principal amount of the Exchange
     Notes presently authorized to be authenticated and delivered
     under the Indenture is up to $40,000,000.

          (2)  Principal on each Exchange Note shall be payable
     on its maturity date, which shall be March 27, 2002.

          (3)  The interest rate on the Exchange Notes shall be
     7.51% per annum.

          (4)  The Interest Payment Dates for the Exchange Notes
     shall be March 27 and September 27 of each year commencing
     September 27, 1995.

          (5)  The Regular Record Dates for the Exchange Notes
     shall be March 12 and September 12 of each year.

          (6)  The Exchange Notes shall not be redeemable at the
     option of the Company, nor repayable at the option of the
     holder thereof.

          (7)  Payment of the principal of, premium, if any, and
     interest due on the Exchange Notes will be made at the
     office or agency of the Company maintained for that purpose
     in the Borough of Manhattan, The City of New York.

          (8)  The Exchange Notes will be issued only in fully
     registered book-entry form in minimum denominations of
     $1,000 or an integral multiple thereof represented by a
     Global Security registered in the name of Cede & Co., as the
     registered owner and nominee of the Depositary Trust
     Company, as Depositary for the Exchange Notes, or will
     remain in the custody of the Trustee pursuant to the FAST
     Balance Certificate Agreement between the Depositary and the
     Trustee.

          (9)  The Exchange Notes will constitute unsecured and
     unsubordinated indebtedness of the Company and will rank
     equally with all of the Company's other unsecured and
     unsubordinated indebtedness.

          (10) All percentages resulting from any calculation
     with respect to the Exchange Notes will be rounded, if
     necessary, to the nearest one hundred-thousandth of a
     percentage point, with five one-millionths of a percentage
     point being rounded upward.  Amounts used or resulting from
     such calculation on the Exchange Notes will be rounded to
     the nearest one-hundredth of a unit, with .005 of a unit
     being rounded upward.

          (11) There shall be no sinking fund with respect to the
     Exchange Notes.

          (12) The Exchange Notes shall be denominated, and all
     payments with respect to the Exchange Notes shall be made,
     in U.S. dollars.

          (13) The Trustee shall initially serve as Security
     Registrar and Paying Agent for the Exchange Notes.

          Section 4.     Effect of this Supplemental Indenture.

          (1)  Upon the execution of this Supplemental Indenture,
the Indenture shall be modified in accordance herewith, and this
Supplemental Indenture shall form a part of the Indenture for all
purposes; and every Holder of Securities heretofore or hereafter
authenticated and delivered thereunder shall be bound hereby,
whether so expressed or not.

          (2)  This instrument may be executed in any number of
counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but
one and the same instrument.

          (3)  This Supplemental Indenture shall be governed by
and construed in accordance with the laws of the State of New
York without giving effect to the conflicts of law provisions
thereof.

          (4)  The Section headings herein are for convenience
only and shall not affect the construction hereof.

          (5)  In case any provision of this Supplemental
Indenture or the Exchange Notes shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired
thereby.

          (6)  Nothing in this Supplemental Indenture or in any
Exchange Notes, expressed or implied, shall give to any Person,
other than the parties hereto and their successors hereunder and
the Holders, any benefit or any legal or equitable right, remedy
or claim under this Supplemental Indenture.
          
          
          IN WITNESS WHEREOF, the parties hereto have caused this
First Supplemental Indenture to be duly executed, and their
respective corporate seals to be hereunto affixed and attested,
all as of the day and year first above written.


                              ROCHESTER TELEPHONE CORP.

                                        /s/ Martin Mucci
[SEAL]                             By: ----------------------
--------------------------
                                     Name:  Martin Mucci
                                    Title: Treasurer
Attest:

/s/ Gregg C. Sayre
_________________________
     Secretary


                              CHEMICAL BANK

                                   /s/ R. Lorenzen
                              By: ____________________________
                              Name:   R. Lorenzen
                              Title:  Senior Trust Officer
Attest:

illegible
_________________________


STATE OF NEW YORK   )
                    SS.:
COUNTY OF MONROE    )

          On the 19th day of September, 1995, before me
personally came Martin Mucci, to me known, who, being by me duly
sworn, did depose and say that he is Treasurer of ROCHESTER
TELEPHONE CORP., a New York corporation, one of the persons
described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said
instrument is such corporation's seal; that it was so affixed by
authority of the Board of Directors of said corporation and that
he signed his name thereto by like authority.

                              /s/ Karen L. Markle
                              ---------------------
                              Notary Public
[NOTARIAL SEAL]



STATE OF NEW YORK   )
                    SS.:
COUNTY OF NEW YORK  )

          On the 19th day of September, 1995, before me
personally came R. Lorenzen, to me known, who, being by me duly
sworn, did depose and say that he is a Senior Trust Officer of
Chemical Bank one of the persons described in and which executed
the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such
corporation's seal; that it was so affixed by authority of the
Board of Directors of said corporation; and that he signed his
name thereto by like authority.

                              /s/ Annabelle DeLuca
                              -------------------------
                              Notary Public
[NOTARIAL SEAL]


                          FORM OF NOTE


     This Note is a global security as defined in the Indenture
referred to herein.  Unless and until it is exchanged in whole or
in part for notes in definitive registered form, this Note may
not be transferred except as a whole by the depositary to the
nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a
nominee of such successor Depositary.  Unless this certificate is
presented by an authorized representative of the Depository Trust
Company (55 Water Street, New York, New York) to the issuer or
its agent for registration of transfer, exchange or payment, and
any certificate issued is registered in the name of Cede & Co. or
such other name as requested by an authorized representative of
the Depository Trust Company and any payment is made to Cede &
Co. or to such other entity as requested by an authorized
representative, any transfer, pledge or other use hereof for
value or otherwise by or to any person is wrongful since the
registered owner hereof, Cede & Co., has an interest herein.

     If applicable, the "Total Amount of OID" and "Yield to
Maturity" set forth below will be completed solely for the
purposes of applying the federal income tax original issue
discount ("OID") rules.

REGISTERED                                             REGISTERED
No. 1                                                 $40,000,000
                    ROCHESTER TELEPHONE CORP.
                 Medium-Term Note, 1995 Series B

CUSIP:                        ORIGINAL ISSUE DATE:  September 20,
                                                            1995

INTEREST RATE:  7.51%         STATED MATURITY DATE:  March 27, 2002

INITIAL REDEMPTION DATE:  N/A      INTEREST PAYMENT DATES:  March 27 and
                                                            September 12

ANNUAL REDEMPTION             REGULAR RECORD DATES:  March 12 and
PERCENTAGE REDUCTION:  N/A                           September 12

INITIAL REDEMPTION
PERCENTAGE:  N/A                   OPTIONAL REPAYMENT DATE(S): N/A

ORIGINAL ISSUE DISCOUNT NOTE:  N/A TOTAL AMOUNT OF OID:  N/A

YIELD TO MATURITY:  N/A            INITIAL ACCRUAL PERIOD OID: N/A


          ROCHESTER TELEPHONE CORP., a New York corporation (the
"Company", which term includes any successor thereof under the
Indenture hereinafter referred to), for value received, hereby
promises to pay to CEDE & CO., or registered assigns, the
principal sum of FORTY MILLION DOLLARS ($40,000,000) on the
Stated Maturity Date specified above (except to the extent
redeemed or repaid prior to the Stated Maturity Date), and to pay
interest hereon at the Interest Rate per annum specified above,
until the principal hereof is paid or duly made available for
payment, semiannually on the Interest Payment Dates specified
above in each year commencing on the first Interest Payment Date
next succeeding the Original Issue Date specified above, unless
the Original Issue Date occurs on an Interest Payment Date or
between a Regular Record Date, as specified above, and the next
succeeding Interest Payment Date, in which case commencing on the
second Interest Payment Date succeeding the Original Issue Date,
to the registered holder hereof on the Regular Record Date with
respect to such Interest Payment Date, and on the Stated Maturity
Date specified above (or any Redemption Date as defined herein or
any Holder's Optional Repayment Date with respect to which such
option has been exercised, each such Stated Maturity Date,
Redemption Date and Optional Repayment Date being herein referred
to as a "Maturity Date" with respect to the principal payable on
such date).  Interest on this Note will accrue from the most
recent Interest Payment Date to which interest has been paid or
duly provided for or, if no interest has been paid, from the
Original Issue Date specified above, until the principal hereof
has been paid or duly made available for payment.  If the
Maturity Date or an Interest Payment Date falls on a day that is
not a Business Day as defined below, principal or interest
payable with respect to such Maturity Date or Interest Payment
Date will be paid on the next succeeding Business Day with the
same force and effect as if made on such Maturity Date or
Interest Payment Date, as the case may be, and no interest on
each payment shall accrue for the period from and after such
Maturity Date or Interest Payment Date, provided that if such
next succeeding Business Day is in the next succeeding calendar
year, such payment shall be made on the immediately preceding
Business Day, in each case with the same force and effect as if
made on such date.  The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, subject
to certain exceptions, be paid to the Person in whose name this
Note (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest,
which shall be the Regular Record Date (whether or not a Business
Day) next preceding such Interest Payment Date; provided,
however, that interest payable on the Maturity Date will be
payable to the Person to whom the principal hereof shall be
payable.  Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in
whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to the Holder of this Note
not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner, all as more fully
provided in the Indenture.  As used herein, "Business Day" means
any day, other than a Saturday or Sunday, that is neither a legal
holiday nor a day on which banks and trust companies are
authorized or required by law, executive order or regulation to
remain closed in The City of New York.

          All percentages resulting from any calculation with
respect to this Note will be rounded, if necessary, to the
nearest one hundred-thousandth of a percentage point, with five
one-millionth of a percentage point being rounded upward.
Amounts used or resulting from such calculation on this Note will
be rounded to the nearest one-hundredth of a unit, with .005 of a
unit being rounded upward.

          Payment of the principal of, and premium, if any, and
interest due on this Note will be made in immediately available
funds at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, The City of New York, in
such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private
debts; provided, however, that payment of interest on any
Interest Payment Date other than the Maturity Date may be made at
the option of the Company by check mailed to the address of the
Person entitled thereto as such address shall appear in the
Security Register, provided further that, if the Holder hereof is
the Holder of U.S. $5,000,000 or more in aggregate principal
amount of Notes of like tenor and term, such U.S. dollar interest
payments will be made (if so requested by such Holder) by wire
transfer of immediately available funds, but only if appropriate
wire transfer instructions have been received in writing by the
Trustee not less than fifteen calendar days prior to the
applicable Interest Payment Date.

          This Note is one of a duly authorized series of
securities of the Company known as the "Rochester Telephone Corp.
Medium-Term Notes, 1995 Series B" (the "Medium-Term Notes" or
"Notes") issued and to be issued under an indenture dated as of
March 14, 1995 (as supplemented by the Supplemental Indenture
dated as of September 20, 1995, and as further amended or
supplemented, the "Indenture") between the Company and Chemical
Bank, as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), to which
Indenture reference is hereby made for a statement of the
respective rights thereunder of the Company, the Trustee and the
Holders of the Medium-Term Notes, and the terms upon which the
Medium-Term Notes are, and are to be, authenticated and
delivered.  The Medium-Term Notes may bear different dates,
mature at different times, bear interest at different rates and
vary in such other ways as are provided in the Indenture.

          This Note is not subject to any sinking fund.

          This Note may be subject to repayment at the option of
the Holder on any Holder's Optional Repayment Date(s), if any,
specified above.  If no Optional Repayment Dates are specified
above, this Note may not be so repaid at the option of the Holder
hereof prior to the Stated Maturity Date.  On any Optional
Repayment Date this Note shall be repayable in whole or in part
in increments of $1,000 (provided that any remaining principal
hereof shall be at least $1,000) at the option of the Holder
hereof at a repayment price equal to 100% of the principal amount
to be repaid, together with interest thereon payable to the date
of repayment.  In order for this Note to be repaid, the Trustee
must receive at least 20 days but not more than 45 days prior to
a repayment date (i) this Note with the form attached hereto
entitled "Option to Elect Repayment" duly completed or (ii) a
telegram, facsimile transmission or letter from a member of a
national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or trust company in
the United States setting forth the name of the Holder hereof,
the principal amount of this Note, the principal amount of this
Note to be repaid, the certificate number or a description of the
tenor and terms of this Note, a statement that the option to
elect repayment is being exercised thereby and a guarantee that
this Note to be repaid with the form entitled "Option to Elect
Repayment" duly completed will be received by the Trustee not
later than five Business Days after the date of such telegram,
facsimile transmission or letter and this Note and form duly
completed are received by the Trustee by such fifth Business Day.
Exercise of the repayment option by the Holder of this Note shall
be irrevocable.

          This Note may be redeemed at the option of the Company
on any date on and after the Initial Redemption Date, if any,
specified above (the "Redemption Date"), provided that the
Initial Redemption Percentage is also specified above.  If no
Initial Redemption Date is specified above, this Note may not be
redeemed at the option of the Company prior to the Stated
Maturity Date.  On and after the Initial Redemption Date, if any,
this Note may be redeemed at any time in whole or from time to
time in part in increments of $1,000 (provided that any remaining
principal hereof shall be at least $1,000) at the option of the
Company at the applicable Redemption Price (as defined below)
together with interest thereon payable to the Redemption Date, on
notice given not more than 60 nor less than 30 days prior to the
Redemption Date.  In the event of redemption of this Note in part
only, a new Note for the unredeemed portion hereof shall be
issued in the name of the Holder hereof upon the surrender
hereof.  If less than all of the Notes with like tenor and terms
are to be redeemed, the Notes to be redeemed shall be selected by
the Trustee by such method as the Trustee shall deem fair and
appropriate.

          If this Note is redeemable at the option of the
Company, the "Redemption Price" shall initially be the Initial
Redemption Percentage, specified above, of the principal amount
of this Note to be redeemed and shall decline at each anniversary
of the Initial Redemption Date by the Annual Redemption
Percentage Reduction, if any, specified above, of the principal
amount to be redeemed until the Redemption Price is 100% of such
principal amount.

          Interest payments on this Note will include interest
accrued to but excluding the Interest Payment Date or the
Maturity Date, as the case may be.  Interest payments for this
Note will be computed and paid on the basis of a 360-day year of
twelve 30-day months.

          The Indenture provides that, if at any time the Company
mortgages, pledges or otherwise subjects to any lien the whole or
any part of any property or assets now owned or hereafter
acquired by it, except as hereinafter provided, the Company will
secure the Medium-Term Notes, and any other obligations of the
Company that may then be outstanding and entitled to the benefit
of a covenant similar in effect to this covenant, equally and
ratably with the indebtedness or obligations secured by such
mortgage, pledge or lien, for as long as any such indebtedness or
obligation is so secured.  The foregoing covenant does not apply
to liens granted under the Revolver Security Agreement, as
defined in the Indenture, or to the creation, extension, renewal
or refunding of purchase-money mortgages or liens, landlords'
liens with respect to the sale or financing of accounts or
chattel paper or other liens to which any property or asset
acquired by the Company is subject as of the date of its
acquisition by the Company, or to the making of any deposit or
pledge to secure public or statutory obligations or with any
governmental agency at any time required by law in order to
qualify the Company to conduct its business or any part thereof
or in order to entitle it to maintain self-insurance or to obtain
the benefits of any law relating to worker's compensation,
unemployment insurance, old age, pensions or other social
security, or with any court, board, commission or governmental
agency as security incident to the proper conduct of any
proceeding before it.  Nothing contained in the Indenture
prevents any Person other than the Company from mortgaging,
pledging or subjecting any lien on any property or assets,
whether or not acquired by such Person from the Company.

          If an Event of Default with respect to the Medium-Term
Notes shall occur and be continuing, the Trustee or the Holders
of not less than 25% in principal amount of the Outstanding Notes
may declare the principal of all the Medium-Term Notes due and
payable in the manner and with the effect provided in the
Indenture.

          The Indenture permits, with certain exceptions as
therein provided, the modification of the rights and obligations
of the Company and the rights of the Holders of the Outstanding
Securities of each series to be affected under the Indenture at
any time by the Company and the Trustee with the consent of the
Holders of not less than a majority in principal amount of the
Outstanding Securities of each series affected thereby.  The
Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the
Outstanding Securities of each series, on behalf of the Holders
of all Outstanding Securities of each series, to waive compliance
by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof
whether or not notation of such consent or waiver is made upon
this Note.

          No reference herein to the Indenture and no provision
of this Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of, and premium, if any, and interest on
this Note at the time, place and rate, and in the coin or
currency, herein prescribed.

          As provided in the Indenture, and subject to certain
limitations therein set forth, the transfer of this Note may be
registered on the Security Register of the Company upon surrender
of this Note for registration of transfer at the office or agency
of the Company in the Borough of Manhattan, The City of New York
duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to, the Company and the Security
Registrar, and this Note duly executed by, the Holder hereof or
by his attorney duly authorized in writing and thereupon one or
more new Medium-Term Notes, of authorized denominations and for
the same aggregate principal amount, will be issued to the
designated transferee or transferees.

          The Medium-Term Notes, unless otherwise specified
therein, are issuable only in registered form without coupons in
minimum denominations of $1,000 or any amount in excess thereof
that is an integral multiple of $1,000.  As provided in the
Indenture, and subject to certain limitations therein set forth,
the Medium-Term Notes are exchangeable for a like aggregate
principal amount of Medium-Term Notes in authorized
denominations, as requested by the Holder surrendering the same.

          No service charge will be made for any such
registration of transfer or exchange, but the Company may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.

          Prior to due presentment of this Note for registration
of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this
Note is registered as the owner hereof for all purposes, whether
or not this Note be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.

          The Indenture and the Medium-Term Notes shall be
governed by and construed in accordance with the laws of the
State of New York applicable to agreements made and to be
performed in such State.

          All terms used in this Note and not defined herein that
are defined in the Indenture shall have the meanings assigned to
them in the Indenture.

          Unless the Certificate of Authentication hereon has
been executed by the Trustee under the Indenture by the manual
signature of one of its authorized officers, this Note shall not
be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

          IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed, manually or in facsimile, and a
facsimile of its corporate seal to be imprinted hereon.


                              ROCHESTER TELEPHONE CORP.


[SEAL]                        By:   ------------------------
                                     Anthony J. Cassara
                                     President



                              By:   -----------------------------
                                     Gregg C. Sayre
                                     Secretary


TRUSTEE'S CERTIFICATE OF AUTHENTICATION:

This is one of the Securities of the series designated
herein referred to in the within-mentioned Indenture.

Chemical Bank, as Trustee


By: -----------------------------------------------
          Authorized Officer