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

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

      For the quarterly period ended September 30, 1997
                              
[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934
                              
   For the transition period from __________ to __________
                              
               Commission file number 33-91250

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

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

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

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

Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes  X   No___
                              
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest
practicable date.

No Par, No Stated Value Common Stock:  772 shares outstanding
                                       as of  October 31, 1997

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

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            FRONTIER TELEPHONE OF ROCHESTER, INC.
                              
                          Form 10-Q
                            Index
                             
                                                        Page
                                                        Number
Part I.        FINANCIAL INFORMATION                    ------

   Item 1.     Financial Statements

               Statements of Income for the
               three months ended and for the
               nine months ended September 30, 1997
               and September 30, 1996                     3

               Balance Sheets as of September 30,
               1997 and December 31, 1996                 4

               Statements of Cash Flows for the
               nine months ended September 30,
               1997 and September 30, 1996                5

          Notes to Financial Statements                   6

   Item 2.     Management's Narrative Analysis of the
               Results of Operations                      9

Part II.       OTHER INFORMATION

   Item 1.     Legal Proceedings                      14-15

   Item 5.     Employees and Labor Relations             15

   Item 6.     Exhibits and Reports on Form 8-K          15

   Signatures                                            16

   Index to Exhibits                                     17
                              
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<PAGE>                               
              FRONTIER TELEPHONE OF ROCHESTER, INC.
                      Statements of Income
                           (Unaudited)
                                
                                    3 Months Ended    9 Months Ended
                                     September 30,      September 30,
In thousands of dollars              1997     1996      1997     1996
---------------------------------------------------------------------
Revenues                           $80,813 $79,828  $244,123 $242,933
Costs and Expenses
Operating expenses                  39,121  38,979   114,848  118,839
Depreciation and amortization       13,664  13,503    41,028   40,130
Taxes other than income taxes        5,868   5,354    17,669   16,253
---------------------------------------------------------------------
       Total Costs and Expenses     58,653  57,836   173,545  175,222
---------------------------------------------------------------------
Operating Income                    22,160  21,992    70,578   67,711
Interest expense                       538     781     1,940    2,434
Other expense                          235     342       879    1,433
---------------------------------------------------------------------
Income Before Taxes and
 Cumulative Effect of
 Change in Accounting Principle     21,387  20,869    67,759   63,844
Income taxes                         7,525   7,105    23,693   22,140
---------------------------------------------------------------------
Income Before Cumulative Effect of Change
in Accounting Principle             13,862  13,764    44,066   41,704
Cumulative effect of change in
 accounting principle                    -       -         -   (6,949)
---------------------------------------------------------------------
Net Income                         $13,862 $13,764  $ 44,066 $ 34,755
=====================================================================
See accompanying Notes to Financial Statements.

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              FRONTIER TELEPHONE OF ROCHESTER, INC.
                         Balance Sheets

                          September 30,    December 31,
                                   1997            1996
In thousands of dollars      (Unaudited)
-------------------------------------------------------
ASSETS
Current Assets
Cash and cash equivalents     $   1,427       $   3,591
Accounts receivable, (less allowance
 for uncollectibles of $2,076
 and $1,501, respectively)       42,478          47,777
Accounts receivable - affiliates  3,224           2,670
Advances to affiliates           10,490               -
Materials and supplies            1,340           2,006
Prepaid directory                 4,152          12,463
Other prepayments                 2,491           1,406
-------------------------------------------------------
     Total Current Assets        65,602          69,913
-------------------------------------------------------
Property, plant and
 equipment, net                 329,525         330,552
Prepaid pension                  16,092          14,204
Deferred and other assets           901           1,247
-------------------------------------------------------
     Total Assets              $412,120        $415,916
=======================================================
<PAGE>
LIABILITIES AND SHAREOWNER'S EQUITY
Current Liabilities
Accounts payable               $ 25,757        $ 31,759
Accounts payable - affiliates    13,808          19,022
Advances from affiliate               -           3,827
Advance billings                  4,785           4,994
Taxes accrued                       461           3,047
Other current liabilities         1,409           5,908
-------------------------------------------------------
     Total Current Liabilities   46,220          68,557
-------------------------------------------------------
Long-term debt                   40,000          62,872
Deferred income taxes            21,679          25,266
Postretirement benefits
 obligation                      24,976          23,176
Other long-term liabilities       3,014           4,971
-------------------------------------------------------
     Total Liabilities          135,889         184,842
-------------------------------------------------------
Shareowner's Equity
Common stock, no par value
 and additional paid in capital:
 authorized, 1,000 shares:
 issued, 772 shares in
 1997 and 1996                  232,165         231,074
Retained earnings                44,066               -
-------------------------------------------------------
     Total Shareowner's Equity  276,231         231,074
-------------------------------------------------------
       Total Liabilities and
       Shareowner's Equity     $412,120        $415,916
=======================================================
See accompanying Notes to Financial Statements.
                                
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               FRONTIER TELEPHONE OF ROCHESTER, INC.
                     Statements of Cash Flows
                            (Unaudited)
                                 
                                            9 Months Ended September 30,
In thousands of dollars                            1997             1996
------------------------------------------------------------------------
Operating Activities
Net income                                      $44,066          $34,755
------------------------------------------------------------------------
Adjustments to reconcile net income to net cash
    provided by operating activities:
   Cumulative effect of change in
    accounting principle                              -           10,691
   Depreciation and amortization                 41,028           40,130
   Changes in operating assets and liabilities:
     Decrease in accounts receivable              4,745            4,660
     Decrease in materials and supplies             666              481
     Decrease in prepaid directory                8,311            8,938
     Increase in other prepayments               (1,085)            (488)
     Increase in prepaid pension                 (1,888)            (930)
     (Decrease) increase in deferred
      and other assets                              293             (144)
     (Decrease) increase in accounts payable    (11,216)           1,793
     Decrease in advance billings                  (209)            (521)
     Decrease in accrued taxes                   (2,586)          (3,325)
     Decrease in other current liabilities       (4,499)          (3,439)
     Increase in postretirement benefits
      obligation                                  1,800            2,197
     Decrease in deferred income taxes           (2,496)          (8,314)
     Decrease in other long term liabilities     (1,957)          (6,630)
------------------------------------------------------------------------
      Total adjustments                          30,907           45,099
------------------------------------------------------------------------
 Net cash provided by operating activities       74,973           79,854
------------------------------------------------------------------------
Investing Activities
Expenditures for property, plant and equipment  (39,948)         (37,328)
------------------------------------------------------------------------
 Net cash used in investing activities          (39,948)         (37,328)
------------------------------------------------------------------------
Financing Activities
Repayments of long-term debt                    (22,872)               -
Proceeds of long-term debt                            -              179
Advances to/from affiliate                      (14,317)          (4,718)
Dividends paid                                        -          (22,301)
Return  of capital to Frontier Corporation            -          (19,699)
------------------------------------------------------------------------
Net cash used in financing activities           (37,189)         (46,539)
------------------------------------------------------------------------
Net Decrease in Cash and Cash Equivalents        (2,164)          (4,013)
Cash and Cash Equivalents at Beginning of Period  3,591            5,643
------------------------------------------------------------------------
Cash and Cash Equivalents at End of Period    $   1,427         $  1,630
========================================================================
See accompanying Notes to Financial Statements.
                             
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            Frontier Telephone of Rochester, Inc.
                Notes to Financial Statements
                         (Unaudited)

Note 1:   Accounting Policies

      The  financial  statements of  Frontier  Telephone  of
Rochester,   Inc.   ("FTR"  or  the  "Company"),   (formerly
Rochester  Telephone  Corp.), a wholly owned  subsidiary  of
Frontier  Corporation ("Frontier"), are unaudited  and  have
been   prepared   in  accordance  with  generally   accepted
accounting  principles for interim financial  reporting  and
Securities  and  Exchange  Commission  ("SEC")  regulations.
Certain   information  and  footnote  disclosures   normally
included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed
or  omitted pursuant to such rules and regulations.  In  the
opinion of management, the financial statements reflect  all
adjustments  (of  a normal and recurring nature)  which  are
necessary to present fairly the financial position,  results
of  operations and cash flows for the interim periods. These
financial statements should be read in conjunction with  the
Annual Report of the Company on Form 10-K for the year ended
December 31, 1996.

      Preparation of financial statements in conformity with
generally accepted accounting principles requires management
to  make  estimates and assumptions that affect the reported
amounts   of  assets  and  liabilities  and  disclosure   of
contingent  assets  and  liabilities  at  the  date  of  the
financial  statements, and the reported amounts of  revenues
and  expenses  during the reporting period.  Actual  results
could differ from those estimates.

Note 2:   Long-Lived Assets to Be Disposed Of

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

Note 3:   Long-Term Debt

      Effective  June  30,  1997, the  Company  reduced  its
available   line  of  credit  under  its  Revolving   Credit
Agreement from $100.0 million to $50.0 million.

      On March 31, 1997, Standard & Poor's ("S&P") announced
their  new  domestic  telephone company rating  methodology,
which addresses the impact of deregulation on operating  and
holding  company ratings.  As a result, the  ratings  of  16
companies  were  affected  by S&P's  announcement,  and  S&P
lowered  their rating of the Company's long-term  debt  from
"AA"  to  "AA-".  Under S&P's revised rating methodology,  a
local  telephone company is typically allowed a  rating  one
"notch"  higher than that of the consolidated entity  (i.e.,
holding  company and operating subsidiaries).  However,  the
Company was allowed a two "notch" differential, largely as a
result  of  the regulatory controls in existence  under  the
Company's Open Market Plan.

Note 4:   Common Stock and Additional Paid In Capital

      The  value assigned to the Company's common stock  and
additional  paid  in  capital was determined  based  on  the
historical  book  value  of  the  assets  transferred   from
Frontier  to the Company on January 1, 1995.  In  the  first
quarter of 1997, a $1.1 million adjustment to this valuation
was  required relating to deferred taxes associated with the
assets  transferred.  This adjustment  is  reflected  as  an
increase to common stock and additional paid in capital  and
a decrease to deferred taxes.

Note 5:   Regulatory Matters

     The Open Market Plan prohibits the payment of dividends
by  the Company to Frontier Corporation if (i) the Company's
senior  debt  has been downgraded to "BBB" by  S&P,  or  the
equivalent rating by other rating agencies or is  placed  on
credit  watch for such a downgrade, or (ii) certain  service
quality measures fall below minimum levels stipulated in the
Open  Market  Plan.   Dividend  payments  to  Frontier  also
require  that  the  Company's directors  certify  that  such
dividends  will not impair the Company's service quality  or
its ability to finance its short and long-term capital needs
on  reasonable  terms while maintaining an S&P  debt  rating
target of "A".

      In  1996,  the Company failed to achieve  the  service
quality  levels  required  by  the  Open  Market  Plan.   On
December  19,  1996, pursuant to the Open Market  Plan,  FTR
requested  that the New York State Public Service Commission
("NYSPSC") staff exclude certain months from the calculation
used to measure service quality, due to operating conditions
considered  by  management to be  abnormal  and  beyond  the
Company's  control.  In  April 1997,  the  Company  received
notice  from  the NYSPSC that its request for  a  waiver  of
certain  conditions  in  the Open  Market  Plan  related  to
service  quality  results was denied.  The  NYSPSC's  ruling
resulted  in  a  temporary restriction  on  the  payment  of
dividends from the Company to Frontier and a refund  to  the
Company's  customers  of  approximately  $.9  million.    On
October 22, 1997, the NYSPSC adopted an order requiring  the
Company   to  issue  rebates  of  approximately  $2.60   per
customer,  commencing  within sixty days  after  the  NYSPSC
issues  its order.  Reserves sufficient to cover the  refund
were established in 1996.

      The temporary restriction of dividend payments remains
in  place as the Company has not yet reached cumulative 1997
service  quality levels that are sufficient to  justify  its
removal.

Note 6:   Cash Flows

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

     As previously discussed in Note 4, in the first quarter
of  1997,  an  adjustment was required relating to  deferred
taxes  associated with assets transferred from  Frontier  to
the  Company  as  of  January 1, 1995.   This  $1.1  million
adjustment  has  been reflected as a noncash transaction  in
the  Statements of Cash Flows, increasing common  stock  and
additional paid-in-capital and decreasing deferred taxes.

      The  Company  paid cash dividends to Frontier  in  the
amount  of  $42.0 million through the first nine  months  of
1996.  As a result of the temporary restriction on dividends
discussed in Note 5, no dividends were paid during the first
nine months of 1997.

      Actual interest paid was $3.7 million and $3.3 million
for  the  nine  months ended September 30,  1997  and  1996,
respectively.    Interest   costs   associated   with    the
construction of fixed assets are capitalized.  Total amounts
capitalized for the first nine months of 1997 and 1996  were
$1.0  million  and $.9 million, respectively.  In  addition,
actual income taxes paid during the nine month periods ended
September  30,  1997 and 1996 were $27.3 million  and  $26.2
million, respectively.

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


   Three and Nine Months Ended September 30, 1997 and 1996

     The matters discussed throughout this Form 10-Q, except
for  historical financial results contained herein,  may  be
forward-looking  in nature or "forward-looking  statements."
Actual  results may differ materially from the forecasts  or
projections   presented.   Forward-looking  statements   are
identified   by  such  words  as  "expects,"  "anticipates,"
"believes," "intends," "plans" and variations of such  words
and  similar  expressions.  The Company  believes  that  its
primary  risk  factors  include, but  are  not  limited  to:
changes in the overall economy and the economy in Rochester,
New  York, the nature and pace of technological change,  the
number  and  size  of competitors in the  Company's  market,
changes in law and regulatory policy and the mix of products
and services offered in the Company's markets.  Any forward-
looking  statements  in this September 30,  1997  Form  10-Q
should  be  evaluated  in  light  of  these  important  risk
factors.   For additional disclosure regarding risk  factors
refer  to the Company's Annual Report on Form 10-K  for  the
year ended December 31, 1996.

DESCRIPTION OF BUSINESS

      Frontier  Telephone of Rochester, Inc. ("FTR"  or  the
"Company")  (formerly  Rochester  Telephone  Corp.)   is   a
regulated   independent  telephone   company   that   serves
approximately 538,000 access lines in the greater Rochester,
New York area. The Company was incorporated in December 1994
as  a  wholly  owned  subsidiary  of  Frontier  Corporation.
Frontier  Corporation  has  been providing  local  telephone
service  in  the greater Rochester market since  1920.   The
Company  is the primary provider of basic telephone services
in  the  Rochester  market and offers its customers  a  full
complement  of local telephone network services,  access  to
long distance network services, directory and other operator
services.   The  Company  also offers  all  of  its  network
services   for   sale  on  a  wholesale   basis   to   other
telecommunication service providers in the Rochester market.

RESULTS OF OPERATIONS

      Revenues  for  the three and nine month periods  ended
September  30,  1997 were $80.8 million and $244.1  million,
respectively.   These levels are consistent  with  the  same
periods  in the prior year.  The Company experienced revenue
growth   from  increased  demand  for  dedicated   circuits,
enhanced features and the expansion of its Internet  service
customer  base.   The  growth in  revenue  continues  to  be
negatively  impacted by the elimination of the surcharge  on
wholesale, flat rate, local measured service, an increase in
the  discount  to wholesale providers from  5%  to  17%,  as
ordered  by  the  New  York State Public Service  Commission
("NYSPSC")  and  the  $1.5 million  annual  rate  reduction,
effective  January 1, 1997, associated with the Open  Market
Plan.  In addition, new interstate access rates which became
effective July 1, 1997 have reduced revenues.

     Costs and expenses for the three months ended September
30,  1997  amounted  to $58.7 million, consistent  with  the
three  month period ended September 30, 1996.  On a year-to-
date  basis,  excluding  certain one-time  costs  that  were
incurred  in  the  first  nine months  of  1996,  costs  and
expenses also remained consistent totaling $173.5 million at
September  30,  1997,  as  compared  to  $172.4  million  at
September  30, 1996.  The one-time costs that were  incurred
during the first nine months of 1996 related to higher labor
and associated expenses resulting from the expiration of the
Communication  Workers of America ("CWA") Local  1170  union
labor  agreement  with the Company.  These  increased  costs
were necessary to ensure reliable and uninterrupted customer
service  in  the  event  of  a work  stoppage  or  slowdown.
Expense   reductions   are   being   driven   by   operating
efficiencies  implemented late in 1996 and  the  absence  of
work   stoppage  preparation  costs  associated   with   the
Rochester CWA contract negotiations.

      Depreciation  and amortization expense for  the  third
quarter  of  1997  increased $.2 million or  1.2%  over  the
comparable 1996 period.  For the nine months ended September
30, 1997, depreciation and amortization rose $.9 million  or
2.2% over the same 1996 period.  Increases are due primarily
to  capital  additions to telephone plant and  equipment  in
service during 1997.

      Net  income  for the three months ended September  30,
1997  was $13.9 million, an increase of $.1 million  or  .7%
over the same period in 1996.  On a year-to-date basis,  net
income  was  $44.1 million, an increase of $9.3  million  or
26.8% over 1996.  Results for the first nine months of  1996
reflect a one-time after tax charge of $6.9 million for  the
adoption  of Financial Accounting Standards Board  Statement
No. 121 ("FAS 121"), "Accounting for the Impairment of Long-
Lived  Assets and for Long-Lived Assets to Be Disposed  Of,"
which  relates to the accounting for a central office switch
consolidation  project.  Excluding  this  charge,  1997  net
income increased by $2.4 million or 5.7% over the comparable
1996  period.  The increase in net income is largely due  to
the  reduction  in  operating expenses and  an  increase  in
revenue during the first nine months of 1997.

     During 1995, management committed to a plan which makes
Frontier  Telephone of Rochester, Inc. the first company  in
the United States to undertake a major central office switch
consolidation  project  in a major market.   The  three-year
plan  to  consolidate host switches by over 60% is projected
to  improve  network  efficiency  and  reduce  the  cost  of
maintenance   and  software  upgrades.    The   project   is
progressing as scheduled and as of September 30,  1997  nine
host   switches   have   been   consolidated,   representing
approximately  70%  of  the  total  switches  that  will  be
consolidated.  The Company anticipates that the project will
be substantially complete by July 1998.


Other Income Statement Items

      Interest  expense for the three months ended September
30,  1997 amounted to $.5 million, a decrease of $.2 million
or 31.1% over the same period for 1996.  For the nine months
ended  September  30, 1997, interest expense  decreased  $.5
million  to $1.9 million, a 20.3% decrease from  1996.   The
decrease   is   primarily  attributed   to   lower   average
outstanding debt levels.

      The effective income tax rate for the third quarter of
1997  is  35.2%, consistent with the third quarter of  1996;
and  35.0%  and  34.7%  for  the nine  month  periods  ended
September 30, 1997 and September 30, 1996, respectively.

FINANCIAL CONDITION

Review of Cash Flow Activity

      Cash  provided by operating activities for  the  first
nine   months  of  1997  decreased  $4.9  million  or  6.1%.
Offsetting the cash provided by operating activities in 1997
and  1996  are  outflows for capital expenditures  of  $39.9
million and $37.3 million, respectively.

      Cash flow from financing activities amounted to a  net
outflow of $37.2 million for the nine months ended September
30,  1997, compared with a net outflow of $46.5 million  for
the  same  period last year.  In the first  nine  months  of
1997,  the Company repaid $22.9 million of outstanding  debt
under  its  commercial paper program.  Advances between  the
Company and Frontier resulted in a net cash outflow of $14.3
million for the period ended September 30, 1997.  There were
no cash dividends paid during the first nine months of 1997.
(See discussion relating to the dividend policy on page 14.)
In  the first three quarters of 1996, the Company paid  cash
dividends of $42.0 million and repaid advances from Frontier
in the amount of $4.7 million.

Debt

      At September 30, 1997, the Company's total outstanding
long-term  debt  amounted to $40.0  million  of  medium-term
notes.

      Effective  June  30,  1997, the  Company  reduced  its
available   line  of  credit  under  its  Revolving   Credit
Agreement from $100.0 million to $50.0 million.

      On March 31, 1997, Standard & Poor's ("S&P") announced
their  new  domestic  telephone company  rating  methodology
which addresses the impact of deregulation on operating  and
holding  company ratings.  As a result, the  ratings  of  16
companies  were  affected  by S&P's  announcement,  and  S&P
lowered  their rating of the Company's long-term  debt  from
"AA"  to  "AA-".  Under S&P's revised rating methodology,  a
local  telephone company is typically allowed a  rating  one
"notch"  higher than that of the consolidated entity  (i.e.,
holding  company and operating subsidiaries).  However,  the
Company was allowed a two "notch" differential, largely as a
result  of  the regulatory controls in existence  under  the
Company's Open Market Plan.

Debt Ratio and Interest Coverage

      The  Company's debt ratio (total debt as a percent  of
total  capitalization) was 12.6% at September  30,  1997  as
compared  with 21.4% at December 31, 1996.  This  change  is
due to the reduction of outstanding debt under the Company's
commercial  paper  program.  Pre-tax interest  coverage  was
23.6 times through the first nine months of 1997.  Excluding
nonrecurring  charges, pre-tax interest  coverage  was  19.8
times through the first nine months of 1996.

Capital Spending

      For  the nine months ended September 30, 1997, capital
expenditures amounted to $39.7 million as compared to  $37.2
million  for  the  comparable period in 1996.   The  Company
plans  to  expend a total of $55 million to $59 million  for
additions to property, plant and equipment in 1997.

New Accounting  Pronouncements

       The   Financial  Accounting  Standards  Board  issued
Financial   Accounting  Standard  No.   130   ("FAS   130"),
"Reporting Comprehensive Income," effective for fiscal years
beginning   after   December  15,  1997.    This   statement
establishes   standards  for  reporting   and   display   of
comprehensive  income and its components in  a  full-set  of
general-purpose financial statements.  Comprehensive  income
is  defined as "the change in equity of a company  during  a
period  from transactions and other events and circumstances
from  non-owner sources."  It includes all changes in equity
during  a period except those resulting from investments  by
owners  and  distributions to owners.  Early application  of
this  statement  is  permitted.   If  comparative  financial
statements    are    provided    for    earlier     periods,
reclassification to reflect the provisions of this statement
is  required.  The Company will adopt FAS 130 in  the  first
quarter of 1998.

OTHER ITEMS

Open Market Plan

      The  Company began its third year of operations  under
the  Open Market Plan in January 1997.  The Open Market Plan
promotes  telecommunications competition in  the  Rochester,
New York marketplace by providing for (1) interconnection of
competing  local networks including reciprocal  compensation
for   terminating  traffic,  (2)  equal  access  to  network
databases,  (3)  access  to  local  telephone  numbers,  (4)
service  provider  telephone  number  portability,  and  (5)
certain  wholesale discounts to resellers of local services.
The  inherent  risk  associated with opening  the  Rochester
market  to  competition is that some customers are  able  to
purchase  services from competitors, which  may  reduce  the
number  of retail customers and potentially cause a decrease
in the revenues and profitability for the Company.  However,
results  since  implementation  of  the  Open  Market   Plan
indicate  that  a stimulation of demand in the  use  of  the
network  and  new product revenue may offset the  losses  of
some  retail customers.  Increased competition may also lead
to   additional  price  decreases  for  services,  adversely
impacting  the  Company's margins.  An  additional  positive
feature  of  the Open Market Plan provides that the  Company
can  retain  additional earnings achieved through  operating
efficiencies.   Previously these earnings  would  have  been
shared with customers.

      During the seven year period of the Open Market  Plan,
rate  reductions  of $21.0 million (the "Rate  Stabilization
Plan")  will  be  implemented for Rochester area  consumers,
including $14.0 million of which occurred through  1996  and
an  additional $1.5 million which commenced in January 1997.
Rates  charged for basic residential and business  telephone
service may not be increased during the seven year period of
the Plan.  The Company is allowed to raise prices on certain
enhanced  products  such as caller ID and  call  forwarding.
Price  increases on enhanced products partially  offset  the
rate reductions required under the Plan during 1997.

       During   the  second  quarter  of  1997  the  Federal
Communications Commission ("FCC") issued decisions that  are
intended  to  implement provisions of the Telecommunications
Act  of  1996.  Of significance were decisions that outlined
changes in the structure of universal service support and in
the  framework that applies to certain interstate rates that
are   generally  characterized  as  access-related  charges.
During  the second quarter, a Federal appeals court reversed
parts  of  an  earlier  FCC order that  set  out  conditions
governing the provision of interconnection services.   These
orders  are  not expected to have a material impact  on  the
Company.

       Under  the  Telecommunications  Act  of  1996  and  a
statewide  proceeding, the NYSPSC is considering the  prices
that  local  exchange companies in New York may  charge  for
"unbundled"  service elements such as links (the  wire  from
the  switch to the customer premise), ports (the portion  of
the  switch  that  terminates the  link)  and  switch  usage
features.   The  Company is actively participating  in  this
proceeding  and expects the NYSPSC to issue  a  decision  on
service elements in late 1997 or early 1998.

      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.  In the Company's  opinion,  the
most  significant risks relate to increased  competition  in
the  Rochester,  New York market, the risk inherent  in  the
Rate  Stabilization  Plan and the potential  diversification
risk.

      There can be no assurance that the changing regulatory
environment will not have a negative impact on the Company.


Dividend Policy

     The Open Market Plan prohibits the payment of dividends
by  the Company to Frontier Corporation if (i) the Company's
senior  debt  has been downgraded to "BBB" by  S&P,  or  the
equivalent rating by other rating agencies or is  placed  on
credit  watch for such a downgrade, or (ii) certain  service
quality measures deteriorate below minimum levels stipulated
in  the Open Market Plan. Dividend payments to Frontier also
require  the  Company's  directors  to  certify  that   such
dividends  will not impair the Company's service quality  or
its ability to finance its short and long-term capital needs
on  reasonable  terms while maintaining an S&P  debt  rating
target of "A".

      In  1996,  the Company failed to achieve  the  service
quality  levels  required  by  the  Open  Market  Plan.   On
December  19,  1996, pursuant to the Open Market  Plan,  FTR
requested  the NYSPSC staff to exclude certain  months  from
the  calculation  used to measure service  quality,  due  to
operating conditions considered by management to be abnormal
and  beyond  the  Company's control.   In  April  1997,  the
Company received notice from the NYSPSC that its request for
a  waiver  of  certain conditions in the  Open  Market  Plan
related to service quality results was denied.  The NYSPSC's
ruling resulted in a temporary restriction on the payment of
dividends   to  Frontier  and  a  refund  to  the  Company's
customers  of  approximately $.9 million.   On  October  22,
1997,  the NYSPSC adopted an order requiring the Company  to
issue rebates of $2.60 per customer, commencing within sixty
days after the NYSPSC issues its order.  Reserves sufficient
to cover the refund were established in 1996.

     The temporary restriction of dividend payments remains
in place, as the Company has not yet reached cumulative 1997
service quality levels that are sufficient to justify its
removal.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

      AT&T Communications of New York filed a complaint with
the  NYSPSC for reconsideration of the Open Market  Plan  on
October  3,  1995.  The complaint sought  a  change  in  the
wholesale discount, a change in the minutes of use surcharge
and  also  changes  in a number of operational  and  support
activities.  Some of these issues are also being  considered
in   other  states  in  other  unrelated  local  competition
proceedings.   On  July 18, 1996, the NYSPSC  increased  the
wholesale  discount from 5% to 13.5% on a  temporary  basis,
effective  July 24, 1996.  On November 27, 1996, the  NYSPSC
established  permanent wholesale discounts,  retroactive  to
July  24,  1996, of 17.0% for resellers using the  Company's
operator  services and 19.6% for resellers  providing  their
own  operator  services.   In  a statewide  proceeding  also
examining  New  York Telephone Company's and  the  Company's
wholesale  prices,  the  NYSPSC is  determining  the  prices
applicable  to  the purchase of unbundled  network  elements
such  as  subscriber  loops  ("links"),  switch  ports   and
transport  and  switching services.  In a related  statewide
proceeding, the NYSPSC is also examining possible changes in
the  prices and rate structure of intrastate access  charges
paid  by  long  distance companies for the  origination  and
termination of long distance calls.

Item 5.  Employees and Labor Relations
     
     The   Company's total workforce was 1,466 employees  at
September  30,  1997.  Membership  in  the  CWA  Local  1170
accounted  for  approximately 40% of that total.  The  labor
contract between the CWA Local 1170 and the Company  expired
on January 31, 1996.

      After  six  months  of collective  bargaining  without
reaching  an  agreement,  the  Company  declared  that   the
negotiations  were at impasse and implemented the  terms  of
its final offer effective April 9, 1996.  The CWA Local 1170
challenged   the  Company's  declaration  of   impasse   and
implementation  through the filing of several  unfair  labor
practice  charges  with the National Labor  Relations  Board
("NLRB").  All but one of these charges was dismissed by the
NLRB on December 2, 1996.  The remaining charge was returned
to  the  NLRB's Regional Office in Buffalo, New York for  an
administrative  hearing that concluded in  June  1997.   The
Company   is   currently  waiting   the   decision   of   an
Administrative  Law  Judge and does not anticipate  a  final
decision  until  late 1997.  This decision may  be  appealed
further  by  either  the Company or the  CWA.   The  Company
cannot  predict the final outcome of these matters  at  this
time.   On  May  6,  1997, the members of  CWA  Local  1170,
ratified  a  tentative agreement that was reached  with  the
Company  on  April 29, 1997 which contained provisions  that
differed from the Company's final offer implemented  at  the
time  of  impasse.   The differences between  the  Company's
final  offer  and  the agreement that was ratified  are  not
material in the view of management.  This new agreement will
provide several operational improvements and will result  in
a more consistent alignment of benefits with the rest of the
Frontier organization.

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits - See Index

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

          None

     The Company filed one (1) report on Form 8-K subsequent
     to the quarter ended  September 30, 1997:

     SEC Filing Date          Item No.       Financial Statements
     ------------------------------------------------------------

     October 9, 1997             5                    No

<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.



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



Dated: November 12, 1997          /s/Michael L. Evans
                           By:    --------------------------
                                  Michael L. Evans
                                  Vice President and Treasurer
                                  (and principal financial officer)
<PAGE>
<PAGE>

                      INDEX TO EXHIBITS

Exhibit No.                   Description             Reference
----------------------------------------------------------------
3.1                 Certificate of Incorporation   Incorporated by
                                                   reference to Exhibit 3.1
                                                   to Form 10-K for the
                                                   year ended December 31, 1995.

3.2                 Certificate of Amendment to    Incorporated by reference
                    Certificate of Incorporation   to Exhibit 3.2 to Form 10-K
                                                   for the year ended
                                                   December 31, 1995.

3.3                 Bylaws                         Incorporated by reference
                                                   to Exhibit 3.3 to Form 10-K
                                                   for the year ended
                                                   December 31, 1995.

3.4                 Certificate of Amendment to    Filed herewith
                    Certificate of Incorporation

4.1                 Copy of Credit Agreement       Incorporated by reference
                    between the Company and        to Exhibit 4-1 to Form
                    Chase Manhattan Bank, N.A.     10-K for the year ended
                    dated December 19,1994 and     December 31, 1995
                    adopted January 1, 1995

4.2                 Copy of the Indenture between  Incorporated by reference
                    the Company and Chemical       to Exhibit 4-2 to Form
                    Bank, as Trustee, dated March  10-K for the year ended
                    14, 1995                       December 31, 1995

10.10               Amendment No.1 to the          Filed herewith
                    Management Stock Incentive
                    Plan

10.11               Amendment No.1 to the          Filed herewith
                    Supplemental Management
                    Pension Plan

27                  Financial Data Schedule        Filed herewith