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                           Exhibit 3.2
                     CERTIFICATE OF AMENDMENT
                              OF THE
              RESTATED CERTIFICATE OF INCORPORATION

                                OF

                       FRONTIER CORPORATION

                    (Under Section 805 of the
        Business Corporation Law of the State of New York)

                   ---------------------------

        We, the undersigned, JOHN K. PURCELL and JOSEPHINE S.
TRUBEK, being respectively a Corporate Vice President and the
Corporate Secretary of Frontier Corporation, do hereby CERTIFY
that:

          1.  The name of the Corporation is "Frontier
Corporation". The name under which the Corporation was
incorporated is "ROCHESTER TELEPHONE CORPORATION".

          2.  The Certificate of Incorporation of the Corporation
was filed in the Department of State of the State of New York on
February 25, 1920. A Restated Certificate of Incorporation was
filed in the Department of State of the State of New York on
April 2, 1968. A second Restated Certificate of Incorporation was
filed in the Department of State of the State of New York on
February 17, 1995 (such second Restated Certificate of
Incorporation, the "Restated Certificate of Incorporation").

          3.  The Restated Certificate of Incorporation is hereby
amended to add a provision to Article FOURTH thereof stating the
number, designation, relative rights, preferences and limitations
of the Series A Junior Participating Class A Preferred Stock as
fixed by the Board of Directors of the Corporation and to set
forth in full the text of such provision. To effect the
foregoing, Article FOURTH of the Restated Certificate of
Incorporation is amended to add the following at the end of such
Article FOURTH:

          I.   Series A Junior Participating Class A Preferred
               Stock

          There is hereby established a series of Class A
Preferred Stock of the number and designation, and having
relative rights, preference and limitations as follows:

          Section 1.  Designation and Amount.  The shares of such
     series shall be designated as "Series A Junior Participating
     Class A Preferred Stock" (the "Series A Preferred Stock")
     and the number of shares constituting the Series A Preferred
     Stock shall be 3,000,000. Such number of shares may be
     increased or decreased by resolution of the Board of
     Directors; provided that no decrease shall reduce the number
     of shares of Series A Preferred Stock to a number less than
     the number of shares then outstanding plus the number of
     shares reserved for issuance upon the exercise 
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     of outstanding options, rights or warrants or upon the conversion
     of any outstanding securities issued by the Corporation
     convertible into Series A Preferred Stock.

        Section 2.  Dividends and Distributions.

        (A)    Subject to the rights of the holders of any shares
     of any series of Preferred Stock of the Corporation (or any
     similar stock) ranking prior and superior to the Series A
     Preferred Stock with respect to dividends, the holders of
     shares of Series A Preferred Stock, in preference to the
     holders of Common Stock of the Corporation and of any other
     stock of the Corporation ranking junior to the Series A
     Preferred Stock, shall be entitled to receive, when, as and
     if declared by the Board of Directors out of funds legally
     available for the purpose, quarterly dividends payable in
     cash on the first day of January, April, July, and October
     in each year (each such date being referred to herein as a
     "Dividend Payment Date"), commencing on the first Dividend
     Payment Date after the first issuance of a share or fraction
     of a share of Series A Preferred Stock, in an amount per
     share (rounded to the nearest cent) equal to the greater of
     (a) $1 or (b) subject to the provision for adjustment
     hereinafter set forth, 100 times the aggregate per share

     amount of all cash dividends, and 100 times the aggregate
     per share amount (payable in kind) of all non-cash dividends
     or other distributions other than a dividend payable in
     shares of Common Stock, declared on the Common Stock since
     the immediately preceding Dividend Payment Date or, with
     respect to the first Dividend Payment Date, since the first
     issuance of any share or fraction of a share of Series A
     Preferred Stock. In the event the Corporation shall at any
     time declare or pay any dividend on the Common Stock payable
     in shares of Common Stock, or effect a subdivision or
     combination or consolidation of the outstanding shares of
     Common Stock (by reclassification or otherwise than by
     payment of a dividend in shares of Common Stock) into a
     greater or lesser number of shares of Common Stock, then in
     each such case the amount to which holders of shares of
     Series A Preferred Stock were entitled immediately prior to
     such event under clause (b) of the preceding sentence shall
     be adjusted by multiplying such amount by a fraction, the
     numerator of which is the number of shares of Common Stock
     outstanding immediately after such event and the denominator
     of which is the number of shares of Common Stock that were
     outstanding immediately prior to such event.

          (B)  The Corporation shall declare a dividend or
     distribution on the Series A Preferred Stock as provided in
     paragraph (A) of this Section immediately after it declares
     a dividend or distribution on the Common Stock (other than a
     dividend payable in shares of Common Stock); provided that,
     in the event no dividend or distribution shall have been
     declared on the Common Stock during the period between any
     Dividend Payment Date and the next subsequent Dividend
     Payment Date, a dividend of $1 per share on the Series A
     Preferred Stock shall nevertheless be payable, when, as and
     if declared, on such subsequent Dividend Payment Date.
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          (C)  Dividends shall begin to accrue and be cumulative,
     whether or not earned or declared, on outstanding shares of
     Series A Preferred Stock from the Dividend Payment Date next
     preceding the date of issue of such shares, unless the date
     of issue of such shares is prior to the record date for the
     first Dividend Payment Date, in which case dividends on such
     shares shall begin to accrue from the date of issue of such
     shares, or unless the date of issue is a Dividend Payment
     Date or is a date after the record date for the
     determination of holders of shares of Series A Preferred
     Stock entitled to receive a quarterly dividend and before
     such Dividend Payment Date, in either of which events such
     dividends shall begin to accrue and be cumulative from such
     Dividend Payment Date. Accrued but unpaid dividends shall
     not bear interest. Dividends paid on the shares of Series A
     Preferred Stock in an amount less than the total amount of
     such dividends at the time accrued and payable on such
     shares shall be allocated pro rata on a share-by-share basis
     among all such shares at the time outstanding. The Board of
     Directors may fix a record date for the determination of
     holders of shares of Series A Preferred Stock entitled to
     receive payment of a dividend or distribution declared
     thereon, which record date shall be not more than 50 days
     prior to the date fixed for the payment thereof.

          Section 3.     Voting Rights.  The holders of shares of
     Series A Preferred Stock shall have the following voting
     rights;

          (A)  Subject to the provision for adjustment
     hereinafter set forth and except as otherwise provided
     herein or in the Restated Certificate of Incorporation or
     required by law, each share of Series A Preferred Stock
     shall entitle the holder thereof to 100 votes on all matters
     upon which the holders of the Common Stock of the
     Corporation are entitled to vote. In the event the
     Corporation shall at any time declare or pay any dividend on
     the Common Stock payable in shares of Common Stock, or
     effect a subdivision or combination or consolidation of the
     outstanding shares of Common Stock (by reclassification or
     otherwise than by payment of a dividend in shares of Common
     Stock) into a greater or lesser number of shares of Common
     Stock, then in each such case the number of votes per share
     to which holders of shares of Series A Preferred Stock were
     entitled immediately prior to such event shall be adjusted
     by multiplying such number by a fraction, the numerator of
     which is the number of shares of Common Stock outstanding
     immediately after such event and the denominator of which is
     the number of shares of Common Stock that were outstanding
     immediately prior to such event.

          (B)  Except as otherwise provided herein or in the
     Restated Certificate of Incorporation or in any other
     Certificate of Amendment creating a series of Preferred
     Stock or any similar stock, and except as otherwise required
     by law, the holders of shares of Series A Preferred Stock
     and the holders of shares of Common Stock and any other
     capital stock of the Corporation having general voting
     rights shall vote together as one class on all matters
     submitted to a vote of stockholders of the Corporation.
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          (C)  Except as set forth herein, or as otherwise
     provided by law, holders of Series A Preferred Stock shall
     have no special voting rights and their consent shall not be
     required (except to the extent they are entitled to vote
     with holders of Common Stock as set forth herein) for taking
     any corporate  action. 

          Section 4.     Certain Restrictions.

          (A)  Whenever quarterly dividends or other dividends or
     distributions payable on the Series A Preferred Stock as
     provided in Section 2 are in arrears, thereafter and until
     all accrued and unpaid dividends and distributions, whether
     or not earned or declared, on shares of Series A Preferred
     Stock outstanding shall have been paid in full, the
     Corporation shall not:

               (i)  declare or pay dividends, or make any other
          distributions, on any shares of stock ranking junior
          (as to dividends) to the Series A Preferred Stock;

               (ii)  declare or pay dividends, or make any other
          distributions, on any shares of stock ranking on a
          parity (as to dividends) with the Series A Preferred
          Stock, except dividends paid ratably on the Series A
          Preferred Stock and all such parity stock on which
          dividends are payable or in arrears in proportion to
          the total amounts to which the holders of all such
          shares are then entitled;

               (iii) redeem or purchase or otherwise acquire for
          consideration shares of any stock ranking junior
          (either as to dividends or upon liquidation,
          dissolution or winding up) to the Series A Preferred
          Stock, provided that the Corporation may at any time
          redeem, purchase or otherwise acquire shares of any
          such junior stock in exchange for shares of any stock
          of the Corporation ranking junior (as to dividends and
          upon dissolution, liquidation or winding up) to the
          Series A Preferred Stock or rights, warrants or options
          to acquire such junior stock;

               (iv)  redeem or purchase or otherwise acquire for
          consideration any shares of Series A Preferred Stock,
          or any shares of stock ranking on a parity (either as
          to dividends or upon liquidation, dissolution or
          winding up) with the Series A Preferred Stock, except
          in accordance with a purchase offer made in writing or
          by publication (as determined by the Board of
          Directors) to all holders of such shares upon such
          terms as the Board of Directors, after consideration of
          the respective annual dividend rates and other relative
          rights and preferences of the respective series and
          classes, shall determine in good faith will result in
          fair and equitable treatment among the respective
          series or classes.

          (B)  The Corporation shall not permit any subsidiary of
     the Corporation to purchase or otherwise acquire for
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     consideration any shares of stock of the Corporation unless
     the Corporation could, under paragraph (A) of this Section
     4, purchase or otherwise acquire such shares at such time
     and in such manner.

          Section 5.  Reacquired Shares.  Any shares of Series A
     Preferred Stock purchased or otherwise acquired by the
     Corporation in any manner whatsoever shall be retired and
     cancelled promptly after the acquisition thereof.

          Section 6.  Liquidation, Dissolution or Winding Up. 
     Upon any liquidation, dissolution or winding up of the
     Corporation, no distribution shall be made (A) to the
     holders of the Common Stock or of shares of any other stock
     of the Corporation ranking junior, upon liquidation,
     dissolution or winding up, to the Series A Preferred Stock
     unless, prior thereto, the holders of shares of Series A
     Preferred Stock shall have received $100 per share, plus an
     amount equal to accrued and unpaid dividends and
     distributions thereon, whether or not earned or declared, to
     the date of such payment, provided that the holders of
     shares of Series A Preferred Stock shall be entitled to
     receive an aggregate amount per share, subject to the
     provision for adjustment hereinafter set forth, equal to 100
     times the aggregate amount to be distributed per share to
     holders of shares of Common Stock, or (B) to the holders of
     shares of stock ranking on a parity upon liquidation,
     dissolution or winding up with the Series A Preferred Stock,
     except distributions made ratably on the Series A Preferred
     Stock and all such parity stock in proportion to the total
     amounts to which the holders of all such shares are entitled
     upon such liquidation, dissolution or winding up. In the
     event the Corporation shall at any time declare or pay any
     dividend on the Common Stock payable in shares of Common
     Stock, or effect a subdivision or combination or
     consolidation of the outstanding shares of Common Stock (by
     reclassification or otherwise than by payment of a dividend
     in shares of Common Stock) into a greater or lesser number
     of shares of Common Stock, then in each such case the
     aggregate amount to which holders of shares of Series A
     Preferred Stock were entitled immediately prior to such
     event under the proviso in clause (A) of the preceding
     sentence shall be adjusted by multiplying such amount by a
     fraction the numerator of which is the number of shares of
     Common Stock outstanding immediately after such event and
     the denominator of which is the number of shares of Common
     Stock that were outstanding immediately prior to such event.

          Section 7.  Consolidation, Merger, etc.  In case the
     Corporation shall enter into any consolidation, merger,
     combination or other transaction in which the shares of
     Common Stock are converted into, exchanged for or changed
     into other stock or securities, cash and/or any other
     property, then in any such case each share of Series A
     Preferred Stock shall at the same time be similarly
     converted into, exchanged for or changed into an amount per
     share (subject to the provision for adjustment hereinafter
     set forth) equal to 100 times the aggregate amount of stock,
     securities, cash and/or any other property (payable in
     kind), as the case may be, into which or for which each
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     share of Common Stock is converted, exchanged or converted.
     In the event the Corporation shall at any time declare or
     pay any dividend on the Common Stock payable in shares of
     Common Stock, or effect a subdivision or combination or
     consolidation of the outstanding shares of Common Stock (by
     reclassification or otherwise than by payment of a dividend
     in shares of Common Stock) into a greater or lesser number
     of shares of Common Stock, then in each such case the amount
     set forth in the preceding sentence with respect to the
     conversion, exchange or change of shares of Series A
     Preferred Stock shall be adjusted by multiplying such amount
     by a fraction, the numerator of which is the number of
     shares of Common Stock outstanding immediately after such
     event and the denominator of which is the number of shares
     of Common Stock that were outstanding immediately prior to
     such event.

          Section 8.  No Redemption.  The shares of Series A
     Preferred Stock shall not be redeemable from any holder.

          Section 9.  Rank.  The Series A Preferred Stock shall
     rank, with respect to the payment of dividends and the
     distribution of assets upon liquidation, dissolution or
     winding up of the Corporation, junior to all other series of
     Preferred Stock and senior to the Common Stock.

          Section 10.  Amendment.  If any proposed amendment to
     the Restated Certificate of Incorporation (including this
     Certificate of Amendment) would alter, change or repeal any
     of the preferences, powers or special rights given to the
     Series A Preferred Stock so as to affect the Series A
     Preferred Stock adversely, then the holders of the Series A
     Preferred Stock shall be entitled to vote separately as a
     class upon such amendment, and the affirmative vote of
     two-thirds of the outstanding shares of the Series A
     Preferred Stock, voting separately as a class, shall be
     necessary for the adoption thereof, in addition to such
     other vote as may be required by the Business Corporation
     Law of the State of New York.

          Section 11.  Fractional Shares.  Series A Preferred
     Stock may be issued in fractions of a share which shall
     entitle the holder, in proportion to such holder's
     fractional shares, to exercise voting rights, receive
     dividends, participate in distributions and to have the
     benefit of all other rights of holders of Series A Preferred
     Stock.

          4.   This Certificate of Amendment of the Restated
Certificate of Incorporation of the Corporation was authorized by
a majority vote of the Board of Directors of the Corporation
pursuant to Section 502 of the Business Corporation Law of the
State of New York.

        IN WITNESS WHEREOF, the undersigned have executed and
subscribed this Certificate of Amendment of the Restated
Certificate of Incorporation of the Corporation this 9th day of
April, 1995.
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                                    /s/ John K. Purcell
                                    --------------------------
                                    John K. Purcell
                                    Corporate Vice President


                                    /s/ Josephine S. Trubek
                                    --------------------------
                                    Josephine S. Trubek
                                    Corporate Secretary