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, 1995

[  ] 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  _____________

			  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 1, 1995

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>
<PAGE>
		       ROCHESTER TELEPHONE CORP.

Part I - FINANCIAL INFORMATION
------------------------------

Item 1. - Financial Statements
------------------------------

	Presented on the following pages are the unaudited financial 
statements of Rochester Telephone Corp. (the "Company").  In the opinion 
of management, the enclosed financial statements and accompanying 
"Notes to the Financial Statements" reflect all adjustments necessary 
for a fair presentation of the financial statements for the interim 
periods included herein.

	The Company received its net assets on January 1, 1995 from its 
parent company, Frontier Corporation.  The Company's comparative financial     
statements presented herein represent the carve out of the Company's 
results from operations and net assets from the historical financial 
statements of Frontier Corporation.  The historical financial statements 
of the Company were included in the consolidated financial statements of 
Frontier Corporation.
<PAGE>
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<TABLE>
			  ROCHESTER  TELEPHONE  CORP.                      
			      STATEMENT OF INCOME                          
				  (Unaudited)                               
			      
				       
			      3 Months Ended September 30,     9 Months Ended September 30,  
------------------------------------------------------------------------------------------------
In thousands of dollars             1995        1994              1995         1994
------------------------------------------------------------------------------------------------
<S>                                <C>        <C>              <C>          <C>
Total Revenues                     $78,661    $77,295          $235,159     $231,869
------------------------------------------------------------------------------------------------

Costs and Expenses                                      
Operating expenses                  39,254     35,608           110,285      114,746 
Depreciation and amortization       13,483     14,053            41,098       42,098
Taxes other than income taxes        5,898      6,854            19,163       21,079
------------------------------------------------------------------------------------------------  
  Total Costs and Expenses          58,635     56,515           170,546      177,923
------------------------------------------------------------------------------------------------

Operating Income                    20,026     20,780            64,613       53,946
Interest expense                     1,818      3,160             6,004        9,317
Allowance for funds used during 
	construction                   225        260               748          796 
Other income (expense), net          1,254     (1,341)               (9)      (4,199)
------------------------------------------------------------------------------------------------

Income Before Taxes, Extraordinary 
  Item, and Cumulative Effect of 
  Changes in Accounting Principles  19,687     16,539             59,348      41,226
Income taxes                         7,173      5,224             22,329      12,225
------------------------------------------------------------------------------------------------
Income Before Extraordinary Item 
  and Cumulative Effect of Changes 
  in Accounting Principles          12,514     11,315             37,019      29,001
Extraordinary Item                                      
  Discontinuation of regulatory 
  accounting principles, net of 
  tax                              (60,441)         0            (60,441)          0 
Cumulative effect of Changes in                                 
  Accounting Principles                                 
    Accounting for contributions, 
    net of tax                     ( 1,020)         0            ( 1,020)          0 
  Postemployment benefits, 
    net of tax                           0          0                  0     ( 6,729)
------------------------------------------------------------------------------------------------

Net Income                        ($48,947)   $11,315           ($24,442)    $22,272
================================================================================================
<PAGE>
<PAGE>

Average common shares outstanding      772          1                772           1

Earnings Per Common Share
Primary and Fully Diluted:
  Income before Extraordinary Item 
  and Cumulative Effect of Changes 
  in Accounting Principles         $16,210  $11,315,000         ($47,952)  $29,001,000
  Extraordinary Item               (78,292)           0          (78,292)            0
  Cumulative effect of Changes
  in Accounting Principles          (1,321)           0           (1,321)   (6,729,000)
------------------------------------------------------------------------------------------------
Earnings Per Common Share          (63,403) $11,315,000         ($31,661)  $22,272,000    
================================================================================================

See accompanying Notes to Financial Statements                                  
</TABLE>
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<TABLE>
			 ROCHESTER  TELEPHONE  CORP.        
			       BALANCE SHEET
			       (Unaudited)             
					      September 30,        December 31,
-------------------------------------------------------------------------------
In thousands of dollars                            1995                 1994 
-------------------------------------------------------------------------------
<S>                                            <C>                    <C>
ASSETS          
Current Assets          
Cash and cash equivalents                       $ 8,085                     $0 
Accounts receivable                              58,570                 53,608 
Material and supplies                             3,838                  3,623
Prepaid Directory                                 3,135                 10,767
Other Prepayments                                 2,578                  1,805
--------------------------------------------------------------------------------
    Total Current Assets                         76,206                 69,803 
--------------------------------------------------------------------------------

Property, Plant and Equipment         
Telephone plant in service                      846,082                844,654
Telephone plant under construction               20,277                 21,228
--------------------------------------------------------------------------------
						866,359                865,882
Less Accumulated depreciation                   527,906                400,135
--------------------------------------------------------------------------------
    Net Telephone Plant                         338,453                465,747
--------------------------------------------------------------------------------
Deferred and Other Assets                        33,142                 33,331
--------------------------------------------------------------------------------
    Total Assets                               $447,801               $568,881
================================================================================
LIABILITIES AND SHAREOWNER'S EQUITY             
Current Liabilities             
Accounts payable                               $ 41,122               $ 29,995
Advance from affiliate                            1,692                      0 
Advance billings                                  5,465                  7,597
Taxes accrued                                     7,099                  4,970
Interest accrued                                     33                  2,748
-------------------------------------------------------------------------------
    Total Current Liabilities                    55,411                 45,310
-------------------------------------------------------------------------------
Long-Term Debt                                   84,000                120,000
-------------------------------------------------------------------------------
Deferred Income Taxes                            33,883                 75,384
-------------------------------------------------------------------------------
Postretirement Benefits Obligation               20,965                 15,597
-------------------------------------------------------------------------------
Other Long-Term Liabilities                      10,488                 20,492
-------------------------------------------------------------------------------
Shareowner's Equity                             243,054                292,098
-------------------------------------------------------------------------------
    Total Liabilities and Shareowner's Equity  $447,801               $568,881
===============================================================================
See accompanying Notes to Financial Statements          
</TABLE>
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<TABLE>
			ROCHESTER  TELEPHONE  CORP.             
		    STATEMENT OF SHAREOWNER'S EQUITY                
			     (Unaudited)             

							      September 30,  December 31,
------------------------------------------------------------------------------------------
In thousands of dollars                                            1995         1994
------------------------------------------------------------------------------------------

<S>                                                              <C>          <C> 
COMMON STOCK            
1,000 shares authorized, no par value         
  (772 shares issued and outstanding)              
Balance, January 1                                               $292,098     $315,582
Equity Adjustment on Assets transferred 1/1/95                    (24,602)           0
								________________________

Adjusted Balance, January 1                                      $267,496     $315,582
		
		
RETAINED EARNINGS               
Net Income (Loss)                                                  (24,442)     28,317
Common Stock Dividends in Cash                                                 (51,801)
------------------------------------------------------------------------------------------

   TOTAL SHAREOWNER'S EQUITY                                      $243,054     $292,098
==========================================================================================

See accompanying Notes to Financial Statements          
</TABLE>
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<PAGE>                                                         
<TABLE>
			       ROCHESTER  TELEPHONE  CORP.             
				STATEMENT OF CASH FLOWS         
				      (Unaudited)             
							      9 Months Ended September 30,  
--------------------------------------------------------------------------------------------
 thousands of dollars                                             1995            1994
--------------------------------------------------------------------------------------------
<S>                                                              <C>              <C>
Cash Flows from Operating Activities           
Net Income                                                       ($24,442)        $22,272
--------------------------------------------------------------------------------------------
Adjustments to Reconcile Net Income to Net Cash         
Provided by Operating Activities:               
	Extraordinary Item - Discontinuation of 
		Regulatory Accounting                              95,317               0 
	Depreciation and amortization                              42,262          42,098
	Gain on pension curtailment                                (3,716)              0 
	Loss on disposition of assets                               1,779               0 
	Cumulative effect of change in accounting principles:           
	      Postemployment Benefits                                   0          10,352
	      Accounting For Contributions                          1,569               0 
	Changes in operating assets and liabilities:            
	      (Increase) in accounts receivable                    (4,962)         (3,640)
	      (Increase) in material and supplies                    (215)         (1,230)
	      Decrease in prepaid directory                         7,632           6,547
	      (Increase) in other prepayments                        (773)         (1,336)
	      (Increase) decrease in deferred and other assets     (5,287)          1,468
	      Increase (decrease) in accounts payable              11,127          (1,046)
	      (Decrease) in advance billings                       (2,132)         (1,658)
	      (Decrease) in accrued interest & taxes                 (586)         (3,215)
	      Increase in postretirement benefits obligation        7,008           5,415
	      (Decrease) in deferred income taxes                 (33,618)         (6,369)
	      (Decrease) in other long term liabilities            (1,038)         (3,631)
--------------------------------------------------------------------------------------------
		   Total Adjustments                              114,367          43,755
--------------------------------------------------------------------------------------------
  Net Cash Provided by Operating Activities                        89,925          66,027
--------------------------------------------------------------------------------------------

Cash Flows from Investing Activities            
Expenditures for property, plant and equipment                    (22,498)        (21,393)
--------------------------------------------------------------------------------------------
  Net Cash Used in Investing Activities                           (22,498)        (21,393)
--------------------------------------------------------------------------------------------
<PAGE>
<PAGE>
Cash Flows from Financing Activities           
Repayments of long-term debt                                      (76,000)         (5,000)
Proceeds of long-term debt                                         39,568               0 
Advances from affiliate                                             1,692               0 
Dividends paid                                                          0         (39,634)
Equity adjustment on assets transferred 1/1/95                    (24,602)              0 
--------------------------------------------------------------------------------------------
    Net Cash Used in Financing Activities                         (59,342)        (44,634)
--------------------------------------------------------------------------------------------

Net Increase in Cash & Cash Equivalents                             8,085               0 
Cash and cash equivalents at beginning of period                        0               0 
--------------------------------------------------------------------------------------------
Cash and Cash Equivalents at End of Period                         $8,085              $0 
============================================================================================
											    
See accompanying Notes to Financial Statements
</TABLE>
<PAGE>
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				       ROCHESTER TELEPHONE CORP.
				      Notes to Financial Statements
					     (Unaudited)


Note 1:     Significant Accounting Policies
	    -------------------------------

Basis of Accounting

	The financial statements of Rochester Telephone Corp. (the 
"Company") have been prepared in accordance with generally accepted 
accounting principles (GAAP).  During the third quarter of 1995 the 
Company discontinued accounting for its operations under Statement of 
Financial Accounting Standards No. 71 (FAS 71), "Accounting for the 
effects of Certain Types of Regulation" (see Note 2).  
	
Comparative Financial Statements 

	The Company received its net assets on January 1, 1995 from its 
parent company, Frontier Corporation.  The Company's comparative 
financial statements for 1994 represent the carve-out of the Company's 
results from operations and net assets from the historical financial 
statements of Frontier Corporation.  The historical financial statements 
of the Company were included in the consolidated financial statements of 
Frontier Corporation.  The Company's management believes that the 
assumptions used in preparing the carve-out financial statements provide 
a reasonable basis for presenting the results of operations and net assets 
of the Company.  A summary of the significant assumptions used to prepare 
the carve-out financial statements follows.

Allocation of Corporate Overhead

	The results of operations of the Company include allocations of 
corporate expenses from Frontier Corporation.  These costs include primarily 
executive, corporate planning, legal, tax, treasury, corporate communica-
tions, and corporate accounting functions.  They are allocated to the Company 
based on a weighted average of four factors; employees, revenues, 
capitalization and common equity.  The methodology used to allocate these 
corporate mutually beneficial costs is considered reasonable and has been 
approved for use by the New York State Public Service Commission ("NYSPSC")
pprior to the split-up of the companies under the Open Market Plan agreement.

Cash Management/Dividend Policy

	As a subsidiary of Frontier Corporation, the Company utilizes 
Frontier's centralized cash management system.  This centralized cash manage-
ment system provides the Company with a repository for the investment of cash 
reserves and an immediate low cost source of funds for borrowing.  Under the 
Open Market Plan (see Note 6) however, the Company may not exceed short-term 
borrowings from Frontier Corporation in excess of 5 percent of its total 
capital.  The operating results reflect net interest on short-term cash 
reserves invested with Frontier offset by interest expense on short-term 
borrowings from Frontier.  
<PAGE>
<PAGE>        
       The 1994 comparative financial statements assumed that the net cash 
flow generated from operating activities, less those expenditures for 
property, plant and equipment and repayment of long term debt, was paid to 
Frontier Corporation in the form of a cash dividend. The Open Market Plan 
(see Note 6) effective January 1, 1995, imposes limitations on the declara-
tion of dividends from the Company to Frontier Corporation such that the 
Company may only pay dividends on its common stock when the payment of such 
dividends will neither impair the Company's service quality nor its ability 
to finance its short- and long-term capital needs at reasonable terms, while 
maintaining specified debt ratings. 

Valuation of Common Stock

       The value assigned to common stock of the Company was determined 
based on the historical net book value of the assets transferred from 
Frontier Corporation to the Company on January 1, 1995.  The net book value 
of the assets transferred, as of January 1, 1995, was $267.5 million.


Note 2:    Discontinuation of Regulatory Accounting - FAS 71 
	   -------------------------------------------------

       On a regular basis management has evaluated the continued applica-
bility of FAS 71.  In the third quarter of 1995, the Company concluded that 
GAAP prescribed by FAS 71 was no longer applicable.  This change was based 
in part on having achieved price regulation on all of its regulated telephone 
operations and recognition of the fact that competition has increased to the 
point where the Company believes traditional rate-base, rate of return 
regulation for setting prices is no longer feasible.
				     
       As a result of the discontinuance of FAS 71, the Company recorded an 
extraordinary noncash after-tax charge of $60.4 million as of September 30, 
1995.  The following table summarizes the extraordinary charge.

						     Millions of Dollars
						   Pre-Tax      After-Tax
						   -------      --------- 
Increase to the accumulated depreciation balance   $ 105.4       $ 68.5   
Elimination of other net regulatory liabilities      (10.1)        (6.6)
Tax-related net regulatory assets                      -            5.7
Accelerated amortization of tax credits                -           (7.2)   
						   --------       -------
						  $   95.3       $ 60.4
						  
	The adjustment of $105.4 million to net telephone plant was 
necessary because estimated useful lives and depreciation methods 
historically prescribed by regulators did not keep up with the rapid pace 
of technological changes in the Company and differed significantly from 
those used by unregulated enterprises.  Plant balances were adjusted by 
increasing the accumulated depreciation balance.  The increase to the 
accumulated depreciation balance was determined by a depreciation reserve 
study that identified inadequate accumulated depreciation levels by 
individual asset categories.  The Company believes these levels developed 
over the years as a result of the systematic underdepreciation of assets 
resulting from the regulatory process.

<PAGE>
<PAGE>        
	When adjusting its net telephone plant, the Company gave effect to 
shorter, more economically realistic lives.  The following is a summary of 
average lives before and after the discontinuation of FAS 71.

Asset Category                     Before       After
-----------------------------------------------------
Central Office Equipment
	Digital Switching          20.0         13.5
	Analog Switching           12.0          8.0                   
	Circuit Equipment          12.0          8.0                   
Cable & Wire Facilities
	Aerial Metallic            27.0         19.0
	Underground Metallic       35.0         12.0    
	Buried Metallic            24.0         18.0    
	Fiber Optic                35.0         25.0


	The discontinuance of FAS 71 also required the Company to eliminate 
for financial reporting the effects of any actions of regulators that had 
been recognized as regulatory assets and liabilities pursuant to FAS 71.  
These net regulatory liabilities primarily consist of pension credits, 
interest on unfunded OPEB liability, deferred software costs and other 
assets being recognized over time for regulatory reporting.

       The tax-related adjustments were required to adjust excess deferred 
tax levels to the currently enacted statutory rates and to eliminate 
tax-related regulatory assets and liabilities.  Prior to the discontinuance 
of FAS 71, the Company had recorded deferred income taxes on the cumulative 
amount of tax benefits previously flowed through to ratepayers and recorded 
a regulatory asset for the same amount.  Also, the Company had recorded a 
regulatory liability for the difference between deferred taxes at higher 
historical tax rates than with those currently enacted.  At the 
time the Company discontinued the application of FAS 71, the above 
tax-related regulatory assets and liabilities were eliminated and deferred 
tax balances adjusted to reflect the application of FAS 109 consistent with 
unregulated enterprises.  In addition to these tax impacts, the Company, 
prior to the discontinuance of FAS 71, used the deferral method of accounting 
for investment tax credits.  This method provided for the amortization of 
the credits as a reduction to tax expense over the life of the asset that 
gave rise to the tax credit.  As the asset lives were shortened, the 
unamortized investment tax credits deemed already earned were credited 
against current period tax expense.   


Note 3:    Accounting For Contributions
	   ----------------------------

       In September 1995, the Company adopted the provisions of Financial 
Accounting Standards Board Statement No. 116, "Accounting For Contributions 
received and Contributions Made" (FAS 116).  FAS 116 requires accrual 
accounting for unconditional multi-year contribution commitments or pledges.  
The Company recognized this obligation by recording a one-time cumulative 
effect charge to net income of $1.2 million, net of income taxes of $0.55 
million. The adoption of FAS 116 is not expected to significantly impact 
future operating expense or the Company's cash flow.   

<PAGE>
<PAGE>
Note 4:     Postemployment Benefits
	    -----------------------

       In January 1994, the Company adopted the provisions of Financial 
Accounting Standards Board Statement No. 112, "Employers' Accounting for 
Postemployment Benefits" (FAS 112).  FAS 112 requires that projected future 
costs of providing postemployment, pre-retirement benefits, such as 
disability, pre-pension leave (salary continuation) and severance pay, be 
recognized as an expense as employees render service rather than when the 
benefits are paid.  The Company recognized the obligation for postemployment 
benefits through a cumulative effect charge to net income of $6.7 million, 
net of taxes of $3.6 million.  The adoption of FAS 112 is not expected to 
significantly impact future operating expense or the Company's cash flow.


Note 5:     Cash Flows
	    ----------

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

       Actual interest paid was $8.7 million and $9.3 million for the nine 
month periods ended June 30, 1995 and June 30, 1994, respectively.  In 
addition, actual income taxes paid were $29.6 million for the nine months 
ended June 30, 1995 and $17.8 million for the nine months ended 
June 30, 1994.


Note 6:     Regulatory Matters
	    ------------------

Open Market Plan

       At its public meeting on October 13, 1994, the NYSPSC unanimously 
approved Frontier Corporation's Open Market Plan and Corporate Restructuring 
(Open Market Plan) and subsequently issued a written order in November 1994.  
The Open Market Plan was approved by shareowners in December 1994 and 
became operational on January 1, 1995.

       Under the terms of the Open Market Plan, the majority of the 
Board of Directors of the Company must be outside directors.  They may not 
be officers or employees of Frontier Corporation or any of its affiliates.  
Only one of the Company's directors may serve simultaneously as a director, 
officer or employee of Frontier Corporation or any of its affiliates.  Also, 
at no time may the officers and senior management of the Company, or their 
immediate families, own shares or options in Frontier stock such that the 
cumulative ownership exceeds ten percent of the outstanding shares of 
Frontier Corporation.  The Company is obligated to certify annually 
to the NYSPSC the percentage of stock ownership in Frontier Corporation by 
its officers and senior employees. 

<PAGE>
<PAGE>
       In addition, affiliate transactions between Frontier Corporation 
and the Company are also subject to limitations under the Open Market Plan.  
Purchases by the Company of non-tariffed goods and services from Frontier 
Corporation and its affiliates are limited to approximately $13.8 million 
annually, with an exception for purchases from Frontier's information 
services subsidiary, which are limited to the Company's 1993 information 
services expense levels.

       For the seven-year period of the Open Market Plan, the Company 
will no longer be subject to rate of return regulation.  In its place, the 
Company will be subject to price regulation.  The local market for 
telephone service in Rochester has been opened to full competition.  Over 
the course of the next seven years, rate reductions of $21 million are 
being implemented for Rochester area consumers.  In addition, a total of 
$17 million will be credited to the depreciation reserve.  To date,  
approximately $11.0 million in rate reductions have been implemented.

       The Open Market Plan temporarily resolves certain financial 
questions that are linked to the royalty proceeding, in which the New York 
Court of Appeals, on October 31, 1995, confirmed the general authority of
the Commission to utilize a royalty as a ratemaking adjustment.  In 
particular, the NYSPSC has agreed that a royalty will not be imposed by 
the NYPSC against Frontier Corporation or the Company during the seven year 
period of the Open Market Plan, subject to limited exceptions.  However, 
the NYPSC is not precluded from seeking any royalties pursuant to the Royalty 
Order subsequent to the expiration of the Open Market Plan.
	
       The Open Market Plan also places certain conditions on the ability 
of the Board of Directors of the Company to declare dividends.  Specific 
conditions include a quarterly certification by the directors of the 
Company to the NYPSC, that the payment of dividends to Frontier Corporation 
will neither impair the service quality provided to customers of the Company 
nor its ability to finance its short and long term capital needs at reasonable 
terms while maintaining a target debt rating of "A" (for S&P).  Also under 
the terms of the Agreement the Company will immediately be required to 
discontinue the payment of any dividends to Frontier Corporation if the 
Company experiences a downgrading of its senior debt to "BBB" or is placed 
on credit watch for a possible downgrading of its debt to "BBB".  The 
Company's current debt rating from S&P is AA.

Incentive Regulation

       Prior to the Open Market Plan, an incentive regulation agreement 
between the Company and the NYPSC had been in effect.  As part of that 
agreement, the Company agreed to share with ratepayers 50 percent of 
earnings above a threshold rate of return.  As a result, the Company's 
revenue requirement was reduced by $9.4 million in 1994, plus interest.  
This revenue reduction was credited to the Company's depreciation reserve 
to alleviate a reserve deficiency rather than refunding cash to ratepayers.  

<PAGE>
<PAGE>
Note 7:     Commitments and Contingencies
	    -----------------------------

       It is anticipated that the Company will expend approximately 
$37 million for additions to property, plant, and equipment during 1995.  
In connection with this capital program, the Company has made certain 
commitments for the purchase of material and equipment.

<PAGE>
<PAGE>
Item 2 - Management's Narrative Analysis of the Results of Operations
---------------------------------------------------------------------

Because the Registrant meets the conditions of General Instruction H, 
the Registrant has elected to omit the information called for by 
Item 2, Management's Discussion and Analysis of Financial Condition 
and Results of Operations.  Set forth below is a narrative analysis of 
the Registrant's Results of Operations.


DESCRIPTION OF BUSINESS
-----------------------
	
       Rochester Telephone Corp. (the "Company") is a regulated 
independent telephone company that serves approximately 518,000 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
---------------------

       The net loss reported for the first nine months of 1995 amounted to 
$24.4 million. The reported net loss reflects an extraordinary charge to 
earnings resulting from the company's decision in September 1995 to 
discontinue the provisions of Financial Accounting Standards Board 
Statement No. 71 ("FAS 71"), "Accounting for the Effects of Certain Types 
of Regulation". This decision was based in part, on the continued increase 
in competition experienced in the local exchange market coupled with 
regulatory changes which have resulted in price cap regulation for the 
Company's regulated products and services. As a result the Company 
recorded a one-time, non-cash extraordinary charge to earnings of 
$60.4 million, net of tax in the third quarter.  The Company also adopted, 
in the third quarter of 1995,  FAS 116, "Accounting for Contributions 
Received and Contributions Made".  This resulted in a cumulative effect 
charge to earnings of $1.0 million, net of tax.   Net income for the 
comparable nine month period ended September 30, 1994 also reflects a 
one-time, after-tax charge of $6.7 million for the adoption of Financial 
Accounting Standards Board Statement No. 112 ("FAS 112"), "Employers' 
Accounting for Postemployment Benefits," related to the accounting for 
certain employee benefit costs. 

<PAGE>
<PAGE>
       Excluding these one-time charges, net operating income was 
$37.0 million for the nine months ended September 30, 1995, as compared to 
$29.0 million for the nine months ended September 30, 1994.  Details of 
specific line item changes are discussed below.

       Revenues.  Total revenues for the nine months ended September 30, 
1995 were $235.2 million, an increase of $3.3 million, or 1.4 percent over 
1994. Revenue growth was primarily driven by an increase in access lines 
of 3.4% over the first nine months of 1995, an increase in telephone feature 
revenues ($2.6M), new service offerings ($1.8M), and increased demand for 
private line services ($1.2M).  These revenue increases were partially 
offset by price reductions for local measured service, the elimination of 
the residential touchtone charge, and a reduction in operator services 
revenues.

       Operating Income.  Operating income for the nine month period ended 
September 30, 1995 was $64.6 million compared to $53.9 million in 1994.  
This increase of $10.7 million, or 19.9%, was primarily attributable to a 
reduction in operating expenses as described below.
	
       Operating Expenses.   Total operating expenses for the nine months 
ended September 30, 1995 decreased by $7.4 million, or 4.2% over the nine 
month period ended September 30, 1994. The primary reasons for the reduction 
to operating expense included lower workforce costs due to the transfer of 
employees from the Company to Frontier Communications of Rochester and 
Frontier Corporation, lower software development costs and right-to-use 
fees, reductions in expenses associated with customer contracts, and 
reductions in space occupancy costs. Depreciation and amortization expense 
for the first nine months of 1995 was also down 2.4% or $1.0 million from 
the comparable period last year.  Finally, operating taxes for the nine 
months ended September 30, 1995 were $1.9 million lower than the comparable 
period for 1994, representing a 9.0% decrease.  Reductions in 1995 revenue 
taxes were the primary drivers behind the decrease.  

Other Income Statement Items
----------------------------

       Interest Expense.  Interest expense for the period ended 
September 30, 1995 was down 35.5% from $9.3 million in the first nine 
months of 1994 to $6.0 million in the first nine months of 1995.  The 
primary reasons for the reduction in interest expense are lower interest 
rates applicable to the Company's debt and a decrease in the Company's 
average outstanding debt levels over the two periods.  For the first nine 
months of 1995 the average outstanding long-term debt of the Company was 
$103.0 million as compared to $125 million in 1994.  Also in 1994, the 
allocation of interest expense to the Company was based on the effective 
composite interest rate paid on the consolidated debt of the Company and 
Frontier Corporation.  The Company's average outstanding debt for the 
first nine months of 1995 consisted of $83 million under the Company's 
revolving credit agreement established in December 1994 and $20.0 million
of medium term notes issued on March 27, 1995. The interest rates 
applicable to this debt are LIBOR plus .17% for amounts borrowed under 
the revolving credit agreement and 7.51% on the medium term notes. In 
total, the composite interest rate for the first nine months of 1995 was 
7.8% as compared to 9.9% for the comparable period in 1994.

<PAGE>
<PAGE>        
       Other Expense, Net.  Other expense for the first nine months of 
1995 decreased by $4.2 million or 100% over the comparable period for 
1994.  The primary reasons for this reduction to other expense in 1995 
was the recognition of a pension curtailment gain of $3.7 million in 
September and the elimination in 1995 of the legal and administrative 
costs of filing the Open Market Plan.

       Income Taxes.  Income taxes for the first nine months of 1995 
increased $10.1 million over the comparable period in 1994.  This 
increase was primarily due to higher pre-tax income in 1995.  The 
effective federal income tax rate for the first nine months of 1995 was 
37.6%.  This compares to an effective income tax rate of 29.7% for the 
comparable period in 1994. 

       Extraordinary and Nonrecurring items.  As discussed in more 
detail in Note 2 under the "Notes to the Financial Statements" the 
Company discontinued the provisions of Financial Accounting Standards 
Board Statement No. ("FAS") 71, "Accounting for the Effects of Certain 
Types of Regulation" effective September 30, 1995.  This resulted in a 
one-time, non-cash extraordinary charge to earnings of $60.4 million, 
net of tax in the third quarter.  Also in September, the Company 
recorded the cumulative effect impact of adopting FAS No. 116, 
"Accounting For Contributions Received and Contributions Made" resulting 
in a one-time charge to earnings of $1.0 million, net of tax (See Note 3 
to the Financial Statements).  In the first quarter of 1994, the 
Company adopted FAS No. 112, "Employers' Accounting for Postemployment 
Benefits" resulting in a one-time charge to earnings of $6.7 million, 
net of taxes (See Note 4 to the Financial Statements). 


FINANCIAL CONDITION
-------------------

Cash and Cash Equivalents
-------------------------

       At September 30, 1995, the Company had $8.1 million in cash and 
cash equivalents. Cash generated from operations amounted to $89.9 
million for the nine months ended September 30, 1995 as compared to 
$66.0 million for the comparable period in 1994.  Capital expenditures 
for the nine months ended September 30, 1995 were $22.5 million, up 
$1.1 million from the comparable period in 1994.  No dividends were 
declared during the first nine months of 1995.  This compares to 
dividends paid of $39.6 million through the first nine months of 1994.  
Total debt repayments amounted to a net $36.0 million through the first 
nine months of 1995 as compared to $5.0 million of long term debt 
repayment for the comparable period in 1994. 

<PAGE>
<PAGE>
Debt
----

       At September 30, 1995, the Company's total outstanding long-term 
debt amounted to $84.0 million. This debt consisted of $44.0 million 
under the Company's Revolving Credit Agreement entered into in December 
of 1994 and $40.0 million of medium-term notes issued on March 27, 1995.  
The net proceeds from the medium term notes were used to pay down $40.0 
million of the Company's outstanding balance under the Revolving Credit 
Agreement.  Operating cash was used to repay an additional $16.0 million 
under the Revolving Credit Agreement during the third quarter of 1995. 

       The Company's Revolving Credit Agreement, entered into in 
December 1994, was amended at the end of the first quarter to reduce the 
maximum line of credit under the agreement from $160 million down to 
$100 million and release the security interest in the assets of the 
Company.  All other terms and conditions remain unchanged.

Debt Ratio and Interest Coverage
--------------------------------

       The Company's debt ratio (total debt as a percent of total 
capitalization) was 25.7 percent at September 30, 1995 as compared with 
29.1 percent at December 31, 1994. This change is primarily due to the 
reduction throughout 1995 of outstanding debt under the Revolving Credit 
Agreement.  Pre-tax interest coverage was 10.9 times through the first 
nine months of 1995, as compared with 5.4 times for the calendar year 
1994.  

Capital Spending
----------------

       For the nine months ended September 30, 1995, gross capital 
expenditures amounted to $22.5 million.  The Company had planned to 
spend a total of approximately $37.0 million on its capital program 
during the full year 1995.  Using that estimate, the full year plan 
for the 1995 capital program would represent an increase of $2.1 
million over 1994 levels.

Cash Flows
----------

       Cash Flow from Operating Activities.  Cash flow from operations 
amounted to $89.9 million for the nine months ended September 30, 1995 
as compared to $66.0 million for the same period in 1994.  The primary 
drivers of the cash flow increase were an increase in net income 
(before extraordinary items and cumulative effects of changes in 
accounting principles), decreases in prepaid directory costs, increases 
in accounts payable, and increases in the postretirement benefit 
obligation.

       Cash Flow from Investing Activities.  Expenditures on property, 
plant and equipment for the nine months ended September 30, 1995 amounted 
to $22.5 million, an increase of $1.1 million from the $21.4 million 
spent during the first nine months of 1994.

<PAGE>
<PAGE>
       Cash Flow from Financing Activities.  Cash flow from financing 
activities amounted to an outflow of $59.3 million for the nine months 
ended September 30, 1995, compared with outflows of $44.6 million for the 
same period last year.  In the first quarter of 1995, the Company issued 
$40.0 million of new medium term notes (7 year maturity, 7.51% interest), 
using the net proceeds of the debt issuance to pay down $40.0 million of 
outstanding debt under the Revolving Credit Agreement. Through September 30, 
1995, the Company has paid off an additional $36.0 million dollars of 
outstanding debt under the Revolving Credit Agreement.  No dividends have 
been declared through September 30, 1995.  Through the first nine months 
of 1994 the Company had paid $39.6 million in dividends and $5.0 million 
against outstanding debt.


OTHER ITEMS
-----------

Regulatory Matters
------------------

       During the seven year period of the Open Market Plan which became 
effective on January 1, 1995, the Company is no longer regulated by the 
monopoly standard of rate-of-return regulation, but instead by pure price 
cap regulation.  The local market for telephone service in Rochester has 
been opened up to full competition.  Over the course of the seven year 
period of the Open Market Plan, rate reductions of $21 million will be 
implemented for Rochester area consumers.  In addition, a total of $17 
million will be credited to the depreciation reserve during this seven 
year period.  The Company can decide when to increase the depreciation 
reserve, provided that by the end of the first year, the amount shall 
be at least $5 million and, by the end of the fifth year, the cumulative 
amount shall be at least $15 million.  The $17 million depreciation 
reserve adjustment required under the Open Market Plan is less than the 
one-time depreciation reserve adjustment made by the Company in 
September, 1995 as part of the adjustments to reflect the discontinuance 
of FAS 71 for external reporting purposes.

Certain Considerations Related to the Open Market Plan
------------------------------------------------------

       Management believes there are significant market and business 
opportunities associated with the Company's Open Market Plan; however, 
there are also uncertainties associated with the Plan and the corporate 
restructuring.  In our opinion, these are the most significant:

<PAGE>
<PAGE>
	(a)     Increased Competition in the Rochester, New York Market.  
		The Open Market Plan is hastening local telephone 
		competition in the Rochester, New York market by 
		providing for (1) the full 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) telephone 
		number portability.  Some competitors, such as AT&T, and 
		Time Warner Communications have already begun providing 
		basic local exchange services in the Rochester market.  
		The inherent risk associated with opening the Rochester 
		market to competition is that some customers will purchase 
		services from competitors, which will reduce the number 
		of customers of the Company and potentially cause a 
		decrease in the Company's revenues and profitability. 
		The Company believes, however, that usage of its network 
		following implementation of the Open Market Plan will 
		increase over the long term, and that new revenue will 
		offset, to some extent, the loss of revenues from 
		end-user customers. Increased competition may also lead to 
		additional price decreases for services of the Company, 
		adversely impacting the Company's margins.  
		However, price cap regulation will not require the Company
		to rebate any additional earnings achieved through operating 
		efficiencies that previously would have been shared with 
		customers.  The Open Market Plan allows the Company to 
		anticipate the erosion of its market share in local exchange 
		services on terms that the Company believes will be in the 
		best interests of its customers, employees and shareowners.

	(b)     Risk of Rate Stabilization Plan.  The Rate Stabilization 
		Plan incorporated in the Open Market Plan provides for a 
		total of $21 million in rate reductions for the Company over 
		the life of the Plan.  During this time, the rates charged 
		by the Company for basic residential and business telephone 
		service may not be increased for any reason.  However, since 
		the Company will operate under a price cap environment with 
		no rate of return regulation, the Company will be able to 
		retain the full value of any cost savings it introduces over 
		the life of the plan.  Even though the rates provided in the 
		Rate Stabilization Plan were designed to permit the Company 
		to recover its costs and to earn a reasonable rate of return, 
		there is no assurance that this will occur.

<PAGE>
<PAGE>
	(c)     Restraints on Frontier Corporation's Control of the Company.
		The Open Market Plan prohibits 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 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".  Other financial covenants exist 
		to ensure that the Company will have the financial strength 
		to provide quality service.

	(d)     Other Considerations.  Because the Company and Frontier 
		Communications of Rochester will sometimes compete for the 
		same customers, there may be some duplication of sales and 
		service expenses in the consolidated company.  Over time, 
		this duplication is expected to reach minimal levels.

<PAGE>
<PAGE>
PART II - OTHER INFORMATION
---------------------------

Item 1 - Legal Proceedings
--------------------------

    In its Opinion and Order in Case 87-C-8959, issued July 6, 1993, 
the NYSPSC, by a three-to-two vote, imposed a royalty upon the 
Company in the amount of two percent of the total capitalization 
of the Company's unregulated operations.  The NYSPSC justified the 
royalty on two grounds:  first, that ratepayers are entitled to 
protection from the potential for cost misallocations and increased 
risk that accompany diversification of the Company's basic 
telephone business; and second, that the Company's unregulated 
operations benefit from their use of the Rochester name and 
reputation.  The NYSPSC rejected the Company's statutory and 
constitutional defenses and concluded that it possessed the 
authority under the Public Service Law to impose a royalty and 
that its imposition is not unconstitutional.  The Company estimates 
that its potential impact is in the range of $2 million per year.  
The royalty, if implemented, would be an imputation against the
Company revenue requirement from regulated intrastate operations.  
The NYSPSC ordered the the Company to file, by August 5, 1993, an 
accounting plan to account for the royalty amount, together with 
a plan for returning such amount to ratepayers.  The NYSPSC denied 
a request for waiver and, on August 5, 1993, the Company filed its 
plan.

     On August 6, 1993, the Company filed with Supreme Court, Albany 
County, its petition seeking judicial review of the NYSPSC's Opinion 
and Order.  By order dated October 7, 1993, this proceeding was 
transferred to the Appellate Division, Third Department.  On June 30, 
1994, the Appellate Division unanimously upheld the Commission's 
Order.  On July 29, 1994, the Company filed a Notice of Appeal and a 
Motion for Leave To Appeal with the New York Court of Appeals. On 
December 8, 1994, the Court of Appeals accepted the Company's appeal 
and denied the Motion for Leave To Appeal as unnecessary.  Briefs were 
filed between February and April 1995.  On February 27, 1995, the 
NYSPSC moved to dismiss the appeal as moot as a result of the 
Open Market Plan Settlement.  The Company filed its opposition to that 
motion on March 13, 1995.  On April 4, 1995, the Court denied the 
Commission's motion to dismiss without prejudice to renew at oral 
argument. The Court of Appeals, on October 31, 1995, unanimously 
confirmed the Commission's authority, as a generic matter, to utilize 
the royalty as a ratemaking tool subject to review of its application 
on individual cases, including any application to the Company in the
future.  The Company as agreed within the context of Rate Stabilization 
Plan, which is part of the Open Market Plan, that no additional revenue 
requirement adjustments will be made during the duration of the Open 
Market Plan.

<PAGE>
<PAGE>

			     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, 1995           By: /s/Martin Mucci
				      ______________________
				      Martin Mucci
				      Vice President and Treasurer
				      (and principal financial
				       officer)
<PAGE>
<PAGE>


			INDEX TO EXHIBITS
			-----------------

Exhibit No.               Description                   Reference
___________               ___________                   _________    
 
   27                     Financial Data Schedule        Filed herewith