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               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C. 20549

                         FORM 10-K/A

                       AMENDMENT NO. 2

          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934
                                
           For the fiscal year ended December 31, 1996
                                
                   Commission File No. 1-4166
                                
                      FRONTIER CORPORATION
                                
     (Exact name of registrant as specified in its charter)

       New York                    16-0613330
   (State or other                 (IRS Employer
    jurisdiction of                Identification No.)
    incorporation)

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

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

Securities Registered Pursuant to Section 12(b) of the Act:

<TABLE>
<CAPTION>
                                   Name of each exchange on
Title of Class                     which registered
---------------                    ---------------------
<S>                                <C>
Common Stock, par value            New York Stock Exchange
$1.00 per share
</TABLE>

Securities registered pursuant to Section 12(g) of the Act:  None

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The Registrant hereby amends the following exhibits or other
portions of its Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 (the "Form 10-K") as set forth below:
    

   
                      FRONTIER CORPORATION
                         EXHIBIT INDEX

Exhibit
Number  Exhibit Description             Reference

  3.1   Restated Certificate of         Incorporated by reference
        Incorporation dated             to Exhibit 3-1 to Form 10-K
        January 24, 1995                for the year ended
                                        December 31, 1995

  3.2   Amendment to Restated           Incorporated by reference
        Certificate of Incorporation    to Exhibit 3-2 to Form 10-K
        dated April 9, 1995             for the year ended
                                        December 31, 1995

  3.3   By-Laws                         Filed herewith

  4.1   Copy of Indenture between       Incorporated by reference
        the Company and Manufacturers   to Exhibit 4-12 to Form
        Hanover Trust Company,          10-K for the year ended
        Trustee, dated September 1,     December 31, 1986
        1986

  4.2   Copy of First Supplemental      Incorporated by reference
        Indenture to said Indenture,    to Exhibit 4(b) to
        made by the Company to          Registration Statement
        Manufacturers Hanover Trust     33-32035
        Company, Trustee, dated
        December 1, 1989

  4.3   Copy of 10.46% Non Negotiable   Incorporated by reference
        Convertible Debenture due       to Exhibit 4-14 to Form
        October 27, 2008 from the       10-K for the year ended
        Company to The Walters Trust    December 31, 1988

  4.4   Copy of 9% Debenture due        Incorporated by reference
        August 15, 2021                 to Exhibit 4-16 to Form
                                        10-K for the year ended
                                        December 31, 1991

  4.5   Copy of Indenture between the   Incorporated by reference
        Company and Chase Manhattan     to Exhibit 4-5 to Form
        Bank, N.A. dated August 9,      10-K for the year ended
        1995                            December 31, 1995

                      FRONTIER CORPORATION
                         EXHIBIT INDEX

Exhibit
Number  Exhibit Description             Reference

10.1    Copy of Joint Venture           Incorporated by reference
        Agreement dated March 9, 1993   to Exhibit 10-13 to Form
        by and between Rochester Tel    10-K for the year ended
        Cellular Holding Corporation    December 31, 1992
        and New York Cellular
        Geographic Service Area, Inc.
        together with Exhibit A
        thereto

10.2    Copy of the Plan for the        Incorporated by reference
        Deferral of Directors Fees      to Exhibit 10-34 to Form
                                        10-K for the year ended
                                        December 31, 1994

10.3    Copy of the Directors'          Incorporated by reference
        Common Stock Deferred           to Exhibit 10-36 to Form
        Growth Plan                     10-K for the year ended
                                        December 31, 1994

10.4    Copy of the Restated Management Incorporated by reference
        Pension Plan                    to Exhibit 10-20 to Form
                                        10-K for the year ended
                                        December 31, 1995

10.5    Copy of Executive Bonus Plan    Filed herewith

10.6    Copy of the Management Stock    Incorporated by reference
        Incentive Plan dated            to Exhibit 10-23 to Form
        April 26, 1995                  10-K for the year ended
                                        December 31, 1995

10.7    Form of management contracts    Filed herewith
        as amended with each of Messrs.
        Bittner, Massaro, Carr and Gregory

10.8    Executive contract with supporting Incorporated by reference
        offer letter for Mr. Barrett       to Exhibit 10-25 to Form
                                           10-Q for the quarter ended
                                           March 31, 1996
                      
                      FRONTIER CORPORATION
                          EXHIBIT INDEX

Exhibit
Number  Exhibit Description             Reference

10.9    Executive contract with supporting   Incorporated by reference
        offer letter and note for Mr. Bennis to Exhibit 10-26 to Form
                                             10-Q for the quarter ended
                                             March 31, 1996

10.10   Restated Directors              Incorporated by reference
        Stock Incentive Plan            to Exhibit 10-27 to Form
        dated April 24, 1996            10-Q for the quarter ended
                                        March 31, 1996

10.11   IRU Agreement between Qwest     Filed herewith
        Communications Corp. and
        Frontier Communications
        International, Inc. dated
        October 18, 1996, as amended through
        May 1, 1997.  (CONFIDENTIAL
        TREATMENT REQUESTED
        FOR CERTAIN PORTIONS
        OF THIS EXHIBIT)

10.12   Copy of the Restated Supplemental   Filed herewith
        Management Pension Plan

10.13   Copy of the Restated Supplemental   Filed herewith
        Retirement Savings Plan

10.14   Employee Stock Option Plan      Incorporated by reference
                                        to Exhibit 10-28 to Form
                                        10-Q for the quarter ended
                                        March 31, 1996

11      Computation of Fully Diluted    Filed herewith
        Earnings Per Share

13.1    Specified portions (pages 14    Filed herewith
        through 37) of the Company's
        Annual Report to shareholders
        for the year ended December 31, 1996


                      FRONTIER CORPORATION
                          EXHIBIT INDEX

Exhibit
Number  Exhibit Description             Reference


13.2    Report of Ernst & Young LLP     Filed herewith

21      Subsidiaries of Frontier        Filed herewith
        Corporation

23.1    Consent of Independent          Filed herewith
        Accountants - Price Waterhouse LLP

23.2    Consent of Independent          Filed herewith
        Accountants - Ernst & Young LLP

24      Power of Attorney for a         Filed herewith
        majority of Directors naming
        Josephine S. Trubek attorney-in-fact

27      Financial Data Schedule         Filed herewith

99      Proxy Statement for the         Filed herewith
        Annual Meeting of Shareowners
        to be held May 2, 1997



    





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                            SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.

                              FRONTIER CORPORATION
                              (Registrant)


Date:  July 2, 1997      By:  /s/  Barbara J. LaVerdi
                                   -------------------------
                                   Barbara J. LaVerdi
                                   Assistant Secretary
                                   (and authorized
                                     representative)


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                               FRONTIER CORPORATION
                                   EXHIBIT INDEX

Exhibit 
Number       Exhibit Description                   Reference
------       -------------------                   ---------

10.11        IRU Agreement between Qwest           Filed herwith
             Communications Corp. and
             Frontier Communications
             International, Inc. dated
             October 18, 1996, as amended through
             May 1, 1997.  (CONFIDENTIAL
             TREATMENT REQUESTED
             FOR CERTAIN PORTIONS
             OF THIS EXHIBIT)