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                          EXHIBIT 10.19

                 ROCHESTER TELEPHONE CORPORATION

               SUPPLEMENTAL MANAGEMENT PENSION PLAN

         Amendment No. 7 to September 1, 1989 Restatement



     Pursuant to Article Six, the Plan is amended, effective
January 1, 1994, by adding the following new Section 4.2
immediately following Section 4.1 and by renumbering the
remaining provisions of Article Four accordingly:

     4.2  Subject to the conditions set forth below, an eligible
          Employee who terminates employment on or after reaching
          age 50 with at least five years of service while
          holding the position of Corporate Vice President or
          higher shall be entitled to receive a benefit equal to
          (a) minus (b) below where

          (a)  equals the sum of (1) for each of the eligible
               Employee's first 15 years of service, 2.5 percent
               times his average annual compensation during the
               three consecutive years of service with the
               Company that produce the highest such average plus
               (2) for each of the next 15 years of service 1.5
               percent times his average annual compensation
               during the three consecutive years of service with
               the Company that produce the highest such average,
               provided that in no event shall the amount under
               this subsection (a) exceed 60 percent of the
               eligible Employee's highest three years' average
               compensation; minus

          (b)  equals the sum of the straight life annuity
               benefit payable under Section 4.1 of this Plan and
               the straight life annuity benefit payable under
               the Funded Plan.
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          The normal form of benefit payable under this Section
          4.2 is a straight life annuity commencing as of the
          eligible Employee's date of retirement and shall not be
          subject to actuarial reduction even if the benefit
          payable from the Funded Plan is subject to such
          reduction.

     IN WITNESS WHEREOF, the Company has caused its duly
authorized officer to execute this Amendment on its behalf this
15th day of November, 1993.

                    ROCHESTER TELEPHONE CORPORATION

                    By:  /s/ Josephine S. Trubek
                         ------------------------------
                         Josephine S. Trubek
                         Corporate Secretary
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                       FRONTIER CORPORATION

               SUPPLEMENTAL MANAGEMENT PENSION PLAN

         Amendment No. 8 to September 1, 1989 Restatement



     Pursuant to Article Six, the Plan is amended, effective
January 1, 1995, by adding the following new Article Four A
immediately following current Article Four:


                 ARTICLE FOUR A - Other Benefits

     The Committee on Management may approve, individually or on
a group basis, benefits that are in addition to the benefits
provided in Article Four, including benefits to an employee of
the Company or of an affiliated company even though such employee
is not otherwise eligible to receive benefits under Article Four. 
In all such instances, however, the employee must be within a
"select group of management or highly-compensated employees" as
this phrase is used in Title I of ERISA.  In the event such other
benefits are provided, the following information with respect to
such benefits shall be listed on Schedule A attached hereto:

     -    the name of the employee or the class of employees to
          whom such other benefits will be paid

     -    the amount of such benefits or the formula by which the
          benefit amounts may be determined and their frequency
          (e.g., benefits that are payable each month, year or
          other payment period)

     -    the form of benefit (e.g., a life annuity, a joint and
          survivor annuity, or installment payments)

     -    the date or the employee's age when benefits commence
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     -    any ancillary benefits that may be payable (e.g.,
          death, disability or early retirement benefits)

     -    any other terms and conditions that reflect the
          obligation to pay benefits as approved by the Committee
          on Management.

     The provisions of this Plan, other than Articles Three and
Four, shall apply to the benefits payable under this Article Four
A unless the context suggests otherwise or the Committee on
Management, in its sole discretion, provides otherwise.

     IN WITNESS WHEREOF, the Company has caused its duly
authorized officer to execute this amendment on its behalf this 
18th day of September, 1995.

                         FRONTIER CORPORATION
     
                    By:  /s/ Josephine S. Trubek
                         -----------------------------
                         Josephine S. Trubek
                         Corporate Secretary
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                            Schedule A


           Other Benefits Provided Under Article Four A



1.  Name of Employee:

          Amount and Frequency of Benefit:

          Form of Benefit:

          Benefit Commencement Date:

          Other Terms: