As filed with the Securities and Exchange Commission
                            on April 11, 1997
                                     Registration No. 333-_______
=================================================================
                              UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549
                        _________________________

                                FORM S-8
         REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                        _________________________

                        U.S. LONG DISTANCE CORP.
         (Exact name of Registrant as specified in its charter)

           Delaware                                   74-2522103
  (State or other jurisdiction of                 (I.R.S. Employer
  incorporation or organization)                  Identification Number)

         9311 San Pedro, Suite 100
            San Antonio, Texas                           78216
  (Address of Principal Executive Offices)             (Zip Code)

                        _________________________

       1993 NON-EMPLOYEE DIRECTOR PLAN OF U.S. LONG DISTANCE CORP.
                        (Full title of the plan)
                        _________________________

                           W. AUDIE LONG, ESQ.
                 Senior Vice President - General Counsel
                        U.S. LONG DISTANCE CORP.
                        9311 San Pedro, Suite 100
                        San Antonio, Texas  78216
                             (210) 525-9009
                   (Name, address and telephone number
               including area code, of agent for service)


                                Copy to:
                         JOSEPH A. HOFFMAN, ESQ.
                             Arter & Hadden
                        1717 Main St., Suite 4100
                        Dallas, Texas  75201-4605
                             (214) 761-2100

                        _________________________


                     CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
                                                   Proposed Maximum      Proposed Maximum 
Title of Securities to be        Amount to be     Offering price Per     Aggregate Offering 
     Registered                  Registered(1)         Share(2)               Price(2)           Amount of Registration Fee(3)
------------------------------------------------------------------------------------------------------------------------------
   <S>                           <C>                   <C>                    <C>                          <C>
   Common Stock ($.01            500,000 Shares        $11.3125               $5,656,250                   $1,714.02
       par value)
------------------------------------------------------------------------------------------------------------------------------
    Series A Junior                   (4)                (4)                     (4)                          (4)
     Participating
    Preferred Stock
    Purchase Rights
------------------------------------------------------------------------------------------------------------------------------


     (1)   The securities to be registered represent shares reserved
for issuance under the 1993 Non-Employee Director Plan of U.S. Long
Distance Corp. (the "Plan").  Pursuant to Rule 416, shares of
Common Stock of the Company issuable pursuant to the exercise of
options granted under the Plan in order to prevent dilution
resulting from any future stock split, stock dividend or similar
transaction also are being registered hereunder.

     (2)   Estimated solely for the purpose of calculating the
registration fee based upon the average of the high and low prices
per share of the Common Stock on the Nasdaq Stock Market's National
Market on April 8, 1997, in accordance with Rules 457(c) and (h)
and General Instruction E to Form S-8.

     (3)   Relates only to the additional shares of Common Stock
registered hereby and does not include the amount of registration
fee previously paid in connection with the 250,000 shares
previously registered on a Form S-8 Registration Statement.

     (4)   The Series A Junior Participating Preferred Stock
Purchase Rights (the "Purchase Rights") initially are carried and
traded with the Company's Common Stock.  The value attributable to
the Purchase Rights, if any, is reflected in the value of the
Company's Common Stock.

</TABLE>

<PAGE>
                                 PART II

           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The Registration Statement on Form S-8, SEC File No. 33-77404,
filed with Securities and Exchange Commission (the "Commission") on
April 6, 1994 (the "Original Registration Statement"), and the
following documents of U.S. Long Distance Corp. (the "Company")
filed with the Commission pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), are hereby incorporated
by reference in this Registration Statement:

     (i)         the Company's Annual Report on Form 10-K for the
                 fiscal year ended September 30, 1996;

     (ii)        the Company's Quarterly Report on Form 10-Q for the
                 fiscal quarter ended December 31, 1996;

     (iii)       the description of the Common Stock, par value $.01
                 per share, of the Company (the "Common Stock") set
                 forth in the Registration Statement on Form 10,
                 filed with the Commission on December 26, 1989,
                 including any amendment or report filed for the
                 purpose of updating such description; and

     (iv)        all documents filed by the Company with the
                 Commission pursuant to Sections 13(a), 13(c), 14
                 and 15(d) of the Exchange Act subsequent to the
                 date of this Registration Statement shall be deemed
                 to be incorporated herein by reference and to be a
                 part hereof from the date of the filing of such
                 documents until such time as there shall have been
                 filed a post-effective amendment that indicates
                 that all securities offered hereby have been sold
                 or that deregisters all securities remaining unsold
                 at the time of such amendment.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the Delaware General Corporation Law (the
"DGCL") provides broad authority for indemnification of officers
and directors.  Article 10 of the Restated Certificate of
Incorporation, as amended, of the Company provides for the
indemnification of its officers and directors to the extent
permitted by such Section 145 of the DGCL.

     The Company maintains directors' and officers' liability
insurance that covers the directors and officers of the Company
with policy limits of $10,000,000.

ITEM 8.  EXHIBITS

     (a)   Exhibits.

     Exhibit
       No.       Description
     -------     --------------------------------------------------

      4.1        1993 Non-Employee Director Plan of U.S. Long
                 Distance Corp., as amended (filed herewith)

      4.2        Form of Stock Option Agreement for Directors of
                 U.S. Long Distance Corp. (filed herewith)

      5.1        Opinion of Arter & Hadden (filed herewith)

     23.1        Consent of Arter & Hadden (included in their
                 opinion filed as Exhibit 5.1)

     23.2        Consent of Arthur Andersen LLP (filed herewith)


                                  II-1

<PAGE>

ITEM 9.    UNDERTAKINGS.

     A.    The undersigned Registrant hereby undertakes:

           (1) To file, during any period in which offers or sales
     are being made, a post-effective amendment to this
     registration statement:

                 (i) to include any prospectus required by Section
           10(a)(3) of the Securities Act;

                 (ii) to reflect in the prospectus any facts or
           events arising after the effective date of the
           Registration Statement (or the most recent post-effective
           amendment thereof) which, individually or in the
           aggregate, represent a fundamental change in the
           information set forth in the Registration Statement.
           Notwithstanding the foregoing, any increase or decrease
           in volume of securities offered (if the total dollar
           value of securities offered would not exceed that which
           was registered) and any deviation from the low or high
           end of the estimated maximum offering range may be
           reflected in the form of prospectus filed with the
           Commission pursuant to Rule 424(b) if, in the aggregate,
           the changes in volume and price represent no more than a
           20% change in the maximum aggregate offering price set
           forth in the "Calculation of Registration Fee" table in
           the effective Registration Statement.

                 (iii) to include any material information with
           respect to the plan of distribution not previously
           disclosed in the Registration Statement or any material
           change to such information in the Registration Statement.

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
     not apply if the Registration Statement is on Form S-3, Form
     S-8 or Form F-3, and the information required to be included
     in a post-effective amendment by those paragraphs is contained
     in periodic reports filed with or furnished to the Commission
     by the Registrant pursuant to Section 13 or Section 15(d) of
     the Exchange Act that are incorporated by reference in the
     Registration Statement.

           (2) That, for the purpose of determining any liability
     under the Securities Act, each such post-effective amendment
     shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial bona
     fide offering thereof.

           (3) To remove from registration by means of a
     post-effective amendment any of the securities being
     registered which remain unsold at the termination of the
     offering.

     B.    The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

     C.    Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the Company's
Restated Certificate of Incorporation, Bylaws or otherwise, the
Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                  II-2

<PAGE>

                               SIGNATURES


     The Registrant.  Pursuant to the requirements of the
Securities Act of 1933, as amended (the "Securities Act"), the
Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of San
Antonio, State of Texas, on April 11, 1997.


                                 U.S. LONG DISTANCE CORP.


                                 By:   /s/ Larry M. James
                                       ------------------------------
                                       Larry M. James
                                       Chief Executive Officer and
                                       President


     Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in
the capacities and on the dates indicated:

Signatures                       Title                       Date
----------                       -----                       ----



/s/ Parris H. Holmes, Jr.        Chairman of the Board       April 11, 1997
---------------------------      of Directors
Parris H. Holmes, Jr.



/s/ Larry M. James               Chief Executive Officer,    April 11, 1997
---------------------------      President and Director
Larry M. James                   (Principal Executive 
                                 Officer)


/s/ Phillip J. Storin            Senior Vice President,      April 11, 1997
---------------------------      Chief Financial Officer
Phillip J. Storin                and Corporate Treasurer
                                 (Principal Financial
                                 and Accounting Officer)

                                 Director                    April 11, 1997
---------------------------
Charles E. Amato



/s/ Gary D. Becker               Director                    April 11, 1997
---------------------------
Gary D. Becker



/s/ F. Gardner Parker            Director                    April 11, 1997
---------------------------
F. Gardner Parker

                                  II-3

<PAGE>

                            INDEX TO EXHIBITS

                                             
Exhibit                                      
  No.            Description of Exhibit
-------          --------------------------------------------------

  4.1            1993 Non-Employee Director Plan of U.S. Long
                 Distance Corp., as amended (filed herewith)

  4.2            Form of Stock Option Agreement for Directors of
                 U.S. Long Distance Corp. (filed herewith)

  5.1            Opinion of Arter & Hadden (filed herewith)

 23.1            Consent of Arter & Hadden (included in their
                 opinion filed as Exhibit 5.1)

 23.2            Consent of Arthur Andersen LLP (filed herewith)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15363}]
{"company-data": {"conformed-name": "U S LONG DISTANCE CORP", "cik": "0000858764", "assigned-sic": "4813", "irs-number": "742522103", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-25047", "film-number": "97579222"}, "business-address": {"street1": "9311 SAN PEDRO STE 100", "city": "SAN ANTONIO", "state": "TX", "zip": "78216", "phone": "2105259009"}, "mail-address": {"street1": "9311 SAN PEDRO", "street2": "SUITE 100", "city": "SAN ANTONIO", "state": "TX", "zip": "78216"}}
As filed with the Securities and Exchange Commission
                            on April 11, 1997
                                     Registration No. 333-_______
=================================================================
                              UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549
                        _________________________

                                FORM S-8
         REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                        _________________________

                        U.S. LONG DISTANCE CORP.
         (Exact name of Registrant as specified in its charter)

           Delaware                                   74-2522103
  (State or other jurisdiction of                 (I.R.S. Employer
  incorporation or organization)                  Identification Number)

         9311 San Pedro, Suite 100
            San Antonio, Texas                           78216
  (Address of Principal Executive Offices)             (Zip Code)

                        _________________________

       1993 NON-EMPLOYEE DIRECTOR PLAN OF U.S. LONG DISTANCE CORP.
                        (Full title of the plan)
                        _________________________

                           W. AUDIE LONG, ESQ.
                 Senior Vice President - General Counsel
                        U.S. LONG DISTANCE CORP.
                        9311 San Pedro, Suite 100
                        San Antonio, Texas  78216
                             (210) 525-9009
                   (Name, address and telephone number
               including area code, of agent for service)

                                Copy to:
                         JOSEPH A. HOFFMAN, ESQ.
                             Arter & Hadden
                        1717 Main St., Suite 4100
                        Dallas, Texas  75201-4605
                             (214) 761-2100

                        _________________________

                     CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------
                                                   Proposed Maximum      Proposed Maximum 
Title of Securities to be        Amount to be     Offering price Per     Aggregate Offering 
     Registered                  Registered(1)         Share(2)               Price(2)           Amount of Registration Fee(3)
------------------------------------------------------------------------------------------------------------------------------
Common Stock ($.01            500,000 Shares        $11.3125               $5,656,250                   $1,714.02
       par value)
------------------------------------------------------------------------------------------------------------------------------
    Series A Junior                   (4)                (4)                     (4)                          (4)
     Participating
    Preferred Stock
    Purchase Rights
------------------------------------------------------------------------------------------------------------------------------

     (1)   The securities to be registered represent shares reserved
for issuance under the 1993 Non-Employee Director Plan of U.S. Long
Distance Corp. (the "Plan").  Pursuant to Rule 416, shares of
Common Stock of the Company issuable pursuant to the exercise of
options granted under the Plan in order to prevent dilution
resulting from any future stock split, stock dividend or similar
transaction also are being registered hereunder.

     (2)   Estimated solely for the purpose of calculating the
registration fee based upon the average of the high and low prices
per share of the Common Stock on the Nasdaq Stock Market's National
Market on April 8, 1997, in accordance with Rules 457(c) and (h)
and General Instruction E to Form S-8.

     (3)   Relates only to the additional shares of Common Stock
registered hereby and does not include the amount of registration
fee previously paid in connection with the 250,000 shares
previously registered on a Form S-8 Registration Statement.

     (4)   The Series A Junior Participating Preferred Stock
Purchase Rights (the "Purchase Rights") initially are carried and
traded with the Company's Common Stock.  The value attributable to
the Purchase Rights, if any, is reflected in the value of the
Company's Common Stock.
PART II

           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The Registration Statement on Form S-8, SEC File No. 33-77404,
filed with Securities and Exchange Commission (the "Commission") on
April 6, 1994 (the "Original Registration Statement"), and the
following documents of U.S. Long Distance Corp. (the "Company")
filed with the Commission pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), are hereby incorporated
by reference in this Registration Statement:

     (i)         the Company's Annual Report on Form 10-K for the
                 fiscal year ended September 30, 1996;

     (ii)        the Company's Quarterly Report on Form 10-Q for the
                 fiscal quarter ended December 31, 1996;

     (iii)       the description of the Common Stock, par value $.01
                 per share, of the Company (the "Common Stock") set
                 forth in the Registration Statement on Form 10,
                 filed with the Commission on December 26, 1989,
                 including any amendment or report filed for the
                 purpose of updating such description; and

     (iv)        all documents filed by the Company with the
                 Commission pursuant to Sections 13(a), 13(c), 14
                 and 15(d) of the Exchange Act subsequent to the
                 date of this Registration Statement shall be deemed
                 to be incorporated herein by reference and to be a
                 part hereof from the date of the filing of such
                 documents until such time as there shall have been
                 filed a post-effective amendment that indicates
                 that all securities offered hereby have been sold
                 or that deregisters all securities remaining unsold
                 at the time of such amendment.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the Delaware General Corporation Law (the
"DGCL") provides broad authority for indemnification of officers
and directors.  Article 10 of the Restated Certificate of
Incorporation, as amended, of the Company provides for the
indemnification of its officers and directors to the extent
permitted by such Section 145 of the DGCL.

     The Company maintains directors' and officers' liability
insurance that covers the directors and officers of the Company
with policy limits of $10,000,000.

ITEM 8.  EXHIBITS

     (a)   Exhibits.

     Exhibit
       No.       Description
     -------     --------------------------------------------------

      4.1        1993 Non-Employee Director Plan of U.S. Long
                 Distance Corp., as amended (filed herewith)

      4.2        Form of Stock Option Agreement for Directors of
                 U.S. Long Distance Corp. (filed herewith)

      5.1        Opinion of Arter & Hadden (filed herewith)

     23.1        Consent of Arter & Hadden (included in their
                 opinion filed as Exhibit 5.1)

     23.2        Consent of Arthur Andersen LLP (filed herewith)

                                  II-1
ITEM 9.    UNDERTAKINGS.

     A.    The undersigned Registrant hereby undertakes:

           (1) To file, during any period in which offers or sales
     are being made, a post-effective amendment to this
     registration statement:

                 (i) to include any prospectus required by Section
           10(a)(3) of the Securities Act;

                 (ii) to reflect in the prospectus any facts or
           events arising after the effective date of the
           Registration Statement (or the most recent post-effective
           amendment thereof) which, individually or in the
           aggregate, represent a fundamental change in the
           information set forth in the Registration Statement.
           Notwithstanding the foregoing, any increase or decrease
           in volume of securities offered (if the total dollar
           value of securities offered would not exceed that which
           was registered) and any deviation from the low or high
           end of the estimated maximum offering range may be
           reflected in the form of prospectus filed with the
           Commission pursuant to Rule 424(b) if, in the aggregate,
           the changes in volume and price represent no more than a
           20% change in the maximum aggregate offering price set
           forth in the "Calculation of Registration Fee" table in
           the effective Registration Statement.

                 (iii) to include any material information with
           respect to the plan of distribution not previously
           disclosed in the Registration Statement or any material
           change to such information in the Registration Statement.

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
     not apply if the Registration Statement is on Form S-3, Form
     S-8 or Form F-3, and the information required to be included
     in a post-effective amendment by those paragraphs is contained
     in periodic reports filed with or furnished to the Commission
     by the Registrant pursuant to Section 13 or Section 15(d) of
     the Exchange Act that are incorporated by reference in the
     Registration Statement.

           (2) That, for the purpose of determining any liability
     under the Securities Act, each such post-effective amendment
     shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial bona
     fide offering thereof.

           (3) To remove from registration by means of a
     post-effective amendment any of the securities being
     registered which remain unsold at the termination of the
     offering.

     B.    The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

     C.    Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the Company's
Restated Certificate of Incorporation, Bylaws or otherwise, the
Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                  II-2
SIGNATURES

     The Registrant.  Pursuant to the requirements of the
Securities Act of 1933, as amended (the "Securities Act"), the
Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of San
Antonio, State of Texas, on April 11, 1997.

                                 U.S. LONG DISTANCE CORP.

                                 By:   /s/ Larry M. James
                                       ------------------------------
                                       Larry M. James
                                       Chief Executive Officer and
                                       President

     Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in
the capacities and on the dates indicated:

Signatures                       Title                       Date
----------                       -----                       ----

/s/ Parris H. Holmes, Jr.        Chairman of the Board       April 11, 1997
---------------------------      of Directors
Parris H. Holmes, Jr.

/s/ Larry M. James               Chief Executive Officer,    April 11, 1997
---------------------------      President and Director
Larry M. James                   (Principal Executive 
                                 Officer)

/s/ Phillip J. Storin            Senior Vice President,      April 11, 1997
---------------------------      Chief Financial Officer
Phillip J. Storin                and Corporate Treasurer
                                 (Principal Financial
                                 and Accounting Officer)

                                 Director                    April 11, 1997
---------------------------
Charles E. Amato

/s/ Gary D. Becker               Director                    April 11, 1997
---------------------------
Gary D. Becker

/s/ F. Gardner Parker            Director                    April 11, 1997
---------------------------
F. Gardner Parker

                                  II-3
INDEX TO EXHIBITS

                                             
Exhibit                                      
  No.            Description of Exhibit
-------          --------------------------------------------------

  4.1            1993 Non-Employee Director Plan of U.S. Long
                 Distance Corp., as amended (filed herewith)

  4.2            Form of Stock Option Agreement for Directors of
                 U.S. Long Distance Corp. (filed herewith)

  5.1            Opinion of Arter & Hadden (filed herewith)

 23.1            Consent of Arter & Hadden (included in their
                 opinion filed as Exhibit 5.1)

 23.2            Consent of Arthur Andersen LLP (filed herewith)