SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                 FORM 10-K/A

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

                 For the Fiscal Year ended:  March 31, 1997

                                      OR

[  ]          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934
                                [NO FEE REQUIRED]

              For the transition period from ___________ to ___________

                        Commission File No. 0-23172

                        NETWORK LONG DISTANCE, INC.
          (Exact Name of Registrant as Specified in its Charter)

           Delaware                                     72-1122018
   (State or Other Jurisdiction of              (I.R.S. Employer Identi-
    Incorporation or Organization)                    fication Number)

                          11817 Canon Blvd., Suite 600
                          Newport News, Virginia 23606
           (Address of Principal Executive Offices, Including Zip Code)

Registrant's telephone number, including area code:  (757) 873-1040

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

Securities registered pursuant to Section 12(g) of the Act:  Yes

                    Common Stock, .0001 Par Value Per Share
                              (Title of Class)

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

As of June 25, 1997,  13,094,088  shares of common stock were  outstanding.  The
aggregate  market value of the common stock of Network Long Distance,  Inc. (the
"Company") held by nonaffiliates as of June 25, 1997 was $48,944,795.

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not be  contained,  to the best of  Registrant's  knowledge,  in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form 10-K or any amendment to this
Form 10-K. [X]

This Form 10-K/A consists of 8 pages.


<PAGE>
                                   PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

<TABLE>
<CAPTION>

                                                                                             Tenure as Officer
            Name                 Age       Position                                          of Director
     -----------------        ---------    ----------------                             ---------------------------
<S>                              <C>                            <C>                          <C> 


John D. Crawford                 43      Chairman, Chief Executive Officer and               From May 7, 1997
                                         Director                                            to date

Timothy A. Barton                31      President and Director                              Director From November 15, 1996
                                                                                             to date
                                                                                             President From January 7, 1997
                                                                                             to date

Thomas G. Keefe                  47      Chief Financial Officer, Treasurer and              From May 7, 1997
                                         Director                                            to date

John V. Leaf                     48      Secretary and Director                              From May 19, 1997
                                                                                             to date

Rusty Page                       54      Director                                            From October 26, 1995
                                                                                             to date

Leon Nowalsky                    35      Director                                            From May 24, 1995
                                                                                             to date

Albert A. Woodward               56      Director                                            From May 19, 1997
                                                                                             to date

Tim Sledz                        28      Director                                            From October 31, 1995
                                                                                             to date

Michael M. Ross                  40      Director                                            From December 19, 1990
                                                                                             to date
</TABLE>


JOHN D. CRAWFORD
     DIRECTOR, CHAIRMAN AND CHIEF EXECUTIVE OFFICER

Mr. Crawford was appointed Chief Executive  Officer and Chairman of the Board of
Network Long Distance in May, 1997 after the company he founded, Eastern Telecom
International,  was acquired by Network. He brings to Network the experience and
knowledge of more than two decades of  entrepreneurship.  Mr.  Crawford  started
Eastern in 1987 as a small pay phone  company with fewer than 10 phones.  Within
two years,  Eastern had grown to the largest  independent  pay phone  concern in
southeast  Virginia.  To  further  expand the  enterprise,  Mr.  Crawford  began
supplying long distance operator services to hotels nationwide in 1989. In 1993,
he  introduced  1+ long  distance  services  primarily to  businesses,  acquired
switching  facilities  and sold the  maturing  pay phone  business  in 1994.  He
rapidly  developed  and  brought to market a broad  array of  telecommunications
products,  including  paging,  private  line and  internet  services.  Under Mr.
Crawford's leadership, Eastern's revenue doubled every year since its inception,
and by the time of its  acquisition was generating an annual revenue run rate of
over $26 million.

                                  2

<PAGE>



TIMOTHY A. BARTON
     DIRECTOR AND PRESIDENT

Mr.  Barton was named  President of Network Long  Distance in January,  1997. He
became  responsible  for the  Company's  mergers  and  acquisitions  program and
quickly  completed  two  sizable  mergers,  Eastern  Telecom  International  and
National  Teleservice,  Inc. In addition  to M & A, he is also  responsible  for
legal and regulatory matters,  business development,  and general administrative
functions.  Previously he was president and CEO of United Wats,  Inc.  (UWI),  a
nationwide  long distance  reseller  based in Kansas City,  Missouri.  Under Mr.
Barton's  leadership,  UWI grew from under  $500,000 in revenues in 1992 to more
than  $20,000,000  in  annualized  revenues  when it was merged into  Network in
November 1996. Mr. Barton holds a bachelors degree from the University of Kansas
and a masters degree from Louisiana State University.

JOHN V. LEAF
     DIRECTOR AND SECRETARY

Mr. Leaf was one of the founders of  National Teleservice, Inc. ("NTI") and has
serviced as President and Chief Executive Officer of NTI since its inception in
1984.  A graduate of Marquette University, Mr. Leaf's background is primarily 
in sales, marketing and operations, with a focus on operational performance.

THOMAS G. KEEFE
     DIRECTOR, CHIEF FINANCIAL OFFICER AND TREASURER

Mr. Keefe served as chief  financial  officer and  treasurer of Eastern  Telecom
from 1993 until its  acquisition  by Network in May,  1997,  when he assumed his
current positions.  At Eastern, Mr. Keefe managed the financial,  accounting and
administrative  activities of the firm,  responsible for obtaining the necessary
capital and  contracts  to  transform  the  company  from a $5 million pay phone
operator in 1993 to a $26 million full service  telecom  provider in 1997.  From
1989 through  1993,  Mr. Keefe was  Comptroller  for Great  Atlantic  Management
Company,  where he  controlled  $110  million in rental  income from real estate
properties throughout the Southeast. For fourteen years prior to that, Mr. Keefe
held increasingly responsible positions at Newport News Shipbuilding, a division
of Tenneco, Inc. These duties included Manager of Government  Accounting,  where
he was  responsible  for  federal  cost  accounting  standards  for a $6 billion
defense  backlog,  and  Controller  and Treasurer  for the company's  industrial
products  subsidiary.  At Network, he currently has responsibility for financial
accounting,  SEC reporting and human resource  activities.  Mr. Keefe holds a BA
degree in Business  Administration from Washington and Lee University and an MBA
from William and Mary. He is a certified public accountant.

ALBERT A. WOODWARD
   DIRECTOR

Mr. Woodward was appointed Director in June 1997.  He has been a senior partner
in the law firm of Maun & Simon PLC, a Minneapolis-based law firm since 1974 
where he practices primarily in the areas of corporate finance and mergers and
acquisitions.  Mr. Woodward received a Bachelor of Arts Degree from St. John's
University and a Juris doctorate from the University of Minnesota.

LEON L. NOWALSKY
     DIRECTOR

Mr. Nowalsky has served as independent  legal counsel to the Company since 1992,
and has been a Director since 1995.  Since 1990, he has been a senior partner in
the law firm of  Nowalsky &  Bronston,  LLP, a New  Orleans-based  law  practice
specializing   in   telecommunications   regulatory   matters  and  mergers  and
acquisitions  and  serves  as  counsel  to over  40  independent  telecom  firms
nationwide.   From  1985  to  1986,   he  served  as  in-house   counsel  for  a
Louisiana-based   long   distance   company   which  was  acquired  by  Advanced
Telecommunications  Corp.  ("ATC").  Mr. Nowalsky served ATC as chief regulatory
counsel with  responsibility for all compliance issues in a 15-state region, and
in 1987, he was promoted to interim general counsel of ATC, where he managed the
legal aspects of the company's telecommunications operations. Mr. Nowalsky holds
a bachelors  degree from Tulane  University  in New Orleans and earned his Juris
doctorate from Loyola University

                                     3

<PAGE>


School of Law in New  Orleans.  He serves on the Boards of  Receivables  Funding
Corp., an Ohio-based financial concern, and J.C. Dupont, Inc., a Louisiana-based
energy company.

RUSSELL J. (RUSTY) PAGE
     DIRECTOR

Mr.  Page has served as a Director of the  Company  since  1995.  Since April of
1996, Mr. Page has served as a principal of Capital Markets Access Corp. For the
prior 15 years he served as Senior Vice  President of  NationsBank  Corporation,
the fourth largest U.S. bank holding concern,  and a primary lending institution
to a number of telecommunications  corporations.  Mr. Page joined NationsBank in
1981,  where he assisted the bank in fulfilling its growth  strategy,  primarily
through acquisitions,  which resulted in the bank growing from a regional retail
banking  business  to  one  of  the  nation's  largest   diversified   financial
institutions.  As Equity Marketing Executive,  he has had direct  responsibility
for  all  investor  relations  for  NationsBank.  In  addition  to his  role  at
NationsBank,  Mr.  Page has  served as an  independent  equity  markets/investor
relations  consultant to a number of public companies including United Companies
Financial  Corporation.  Mr. Page serves on the national Marketing  Committee of
The  NASDAQ  Stock  Market,  and is a member of the Board of  Directors  and the
Executive  Committee of the National  Investor  Relations  Institute,  and he is
Chairman of NIRI's International  Committee. He is also a member of the National
Security  Traders  Association.  He is an  alumnus  of the  University  of North
Carolina at Charlotte, and has served on the 1994 Charlotte Organizing Committee
Executive Board for the National Collegiate Athletic Association ("NCAA").

TIMOTHY J. SLEDZ
     DIRECTOR

Mr.  Sledz  has  served as a  Director  of the  Company  since  1995.  He is the
President  and Chief  Operating  Officer of Value  Tel,  Inc.,  ("Value  Tel") a
nationwide   diversified   telecommunications   corporation  based  in  Chicago,
Illinois.  Mr. Sledz joined Value Tel's  predecessor  company,  Discount Network
Services,  Inc.  ("DNS")  in 1992 to  assist  in  DNS's  aggressive  growth  and
expansion plan. He served as a Director,  Chief Financial  Officer and Corporate
Secretary  of DNS until its May,  1995  merger into Value Tel, at which time Mr.
Sledz became President of the combined companies.  In November,  1995, Value Tel
sold a significant base of its nationwide  telecommunications  business and long
distance customer base to Network Long Distance,  and since that time, Mr. Sledz
has  overseen  the  transition  of its  previous  customer  base to Network.  In
addition,   Mr.  Sledz  currently   oversees  all  of  Value  Tel's  independent
operational  and  administrative  functions.  He is  experienced in all areas of
computer and management information systems, including programming,  networking,
and  telecommunications  provisioning  and  billing.  Mr.  Sledz  is the  former
President and Chief  Executive  Officer of Computer  Document  Imaging,  Inc., a
Chicago-based computer consulting firm.

MICHAEL M. ROSS
       FOUNDER, DIRECTOR, FORMER PRESIDENT AND CHIEF EXECUTIVE OFFICER

Mr. Ross founded the Company along with Mr. Becker in 1979, and has served as a
Director and Officer of Network and its predecessor company, M.M. Ross, Inc.  
Mr. Ross has been active in every facet of the telecommunications industry on 
an industry-wide level.  Mr. Ross is a former Director of Telecom Management,
Inc. (1984 to 1985) and Direct Communications, Inc., (1985 to 1990) both of 
which were merged into Network.  He was a charter member in the 
Telecommunications Resellers Association ("TRA").  He is a graduate of 
Louisiana State University in Baton Rouge.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section  16(a) of the  Securities  Exchange Act of 1934  requires the  Company's
officers and  directors,  and persons who own more than 10% of the Common Stock,
to file  certain  reports of ownership  and changes in  ownership  with the SEC.
Officers,  directors  and persons  owning  beneficially  greater than 10% of the
Company's  Common Stock are required by SEC  regulations  to furnish the Company
with copies of all such reports.


                                       4

<PAGE>


Based  solely  on its  review  of the  copies of such  reports  received  by the
Company, or written  representations from certain reporting persons, the Company
believes that all filing requirements applicable to its officers, directors, and
greater than 10%  beneficial  owners were  complied  with during the fiscal year
ended March 31, 1997.

ITEM. 11  EXECUTIVE COMPENSATION

The following table sets forth all  compensation  paid or accrued by the Company
during the fiscal years 1995, 1996 and 1997 to the chief executive  officers and
those of its executive  officers  whose salaries and other  compensation  during
1997 exceeded $100,000.
<TABLE>


                                                        SUMMARY COMPENSATION TABLE
-----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                            Long Term Compensation
                                                                               ----------------------------------------------------
                                  Annual Compensation
                                                                                    Awards               Pay-
                                                                                                         outs
-----------------------------------------------------------------------------------------------------------------------------------
         (a)            (b)           (c)          (d)          (e)            (f)             (g)      (h)       (i)
<S>      <C>            <C>            <C>          <C>          <C>           <C>              <C>     <C>        <C>

                                                                Other                                                All
         Name                                                   Annual          Restricted               LTIP        Other
         and                                                    Compen-         Stock          Options/  Pay-        Compen-
       Principal                      Salary        Bonus       sation          Awards         SARs      outs        sation
       Position        Year(1)        ($)           ($)         ($)(2)         ($)             (#)       ($)        ($)(3)
-----------------------------------------------------------------------------------------------------------------------------------
      Michael M.       1997          $104,035        $0             0           N/A             0         N/A        $5867
      Ross             1996           $99,386        $0           $221          N/A             0         N/A       $9,155
      Former           1995           $94,846        $0        $ 2,316          N/A             0         N/A       $8,822
      President
      & CEO

      Marc I. Becker   1997          $104,035        $0             0           N/A             0         N/A        $5867
      Former           1996          $103,073        $0          $221           N/A             0         N/A       $5,455
      Executive        1995           $99,022        $0          $884           N/A             0         N/A       $5,449
      Vice President
      & COO
===================================================================================================================================
</TABLE>

(1)    Periods presented are for the years ended March 31.

(2)    Represents a $500 monthly  allowance  less health  insurance.  For fiscal
       year 1996, the monthly allowance was terminated July 1, 1995.

(3)    Represents employer contributions for insurance, disability and a car 
       allowance.

COMPENSATION OF DIRECTORS

Two (2) non-employee  Directors of the Company, Mr. Russell J. Page and Mr. Leon
L. Nowalsky have been  authorized  Warrants under  Directorship  Agreements,  as
described  below.  All Directors  receive  expenses to attend board meetings and
expenses related to board duties assigned.

On April 29, 1995, Mr. Leon L. Nowalsky, in consideration for accepting a 
directorship, was authorized to receive warrants to purchase 225,000 shares of 
the Company's Common Stock for a ten (10) year period for $7.75 per share. 
On October 1, 1995, Mr. Russell J. Page, in consideration for accepting

                                        5

<PAGE>

a directorship, was authorized to receive warrants to purchase 225,000 shares of
the Company's Common Stock for a ten (10) year period for $9.13 per share.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

  The Company's compensation committee for the fiscal year ended March 31, 1997
consisted of Mr. Page, Mr. Nowalski and Mr. Becker.  Mr. Page and Mr. Nowalski
are not officers or employees of the Company.  Mr. Becker was an Executive
Vice President and the Chief Operating Officer of the Company, but is no longer
with the Company as an officer, employee or director.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND OF MANAGEMENT

The following table presents information with respect to shares of the Company's
Common Stock  beneficially  owned by (i) the  Company's  Directors and executive
officers  named  in the  summary  compensation  table,  (ii) all  Directors  and
Officers  of the  Company  as a group,  and  (iii) all  other  persons  known by
management to own  beneficially  5 percent (5%) or more of the Company's  Common
Stock as of June 25, 1997. Unless otherwise indicated,  each of the stockholders
has sole voting and  investment  power with  respect to the shares  beneficially
owned.
<TABLE>
<CAPTION>

                                                                      Amount and                                 Percent of
Name and Address                                                 Nature of Beneficial                            Class Owned
of Beneficial Owner                                                    Ownership                                Beneficially
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>                                           <C>

John D. Crawford (1)                                                   3,065,768                                     23.028%
2425 Manion Drive
Williamsburg, VA 23185

Timothy A. Barton                                                        455,556                                      3.422%
5319 W. 101st Terrace
Overland Park, KS 66207

Thomas G. Keefe (2)                                                      104,524                                           *
102 Lake Herrin Court
Yorktown, VA 23693

John V. Leaf (3)                                                       1,555,239                                     11.682%
Leaf Family Partners Ltd.
2300 Main Street, Suite 1100
Kansas City, MO 64106

Rusty Page (4)                                                           225,000                                      1.690%
822 Queens Road
Charlotte, NC 28207

Albert A. Woodward                                                             0                                           *
2000 Midwest Plaza Bldg. W, 801 Nicollet Mall
Minneapolis, MN 55402

Tim Sledz (5)                                                            485,333                                      3.646%
1861 Paddington Avenue
Naperville, IL 60563

Leon Nowalsky (6)                                                        265,000                                      1.991%
826 Barracks Street
New Orleans, LA 70116

Michael M. Ross                                                          601,691                                      4.520%
13929 Woodland Ridge
Baton Rouge, LA 70816

O. A. Friend TTEE 1993 Friend FA TR                                    1,555,239                                     11.682%
2300 Main Street, Suite 1100
Kansas City, MO 64106

                                         6

<PAGE>


All Directors and Officers                                             8,768,906                                     66.968%
as a Group ( 10 Persons)
  *Less than 1%

</TABLE>

(1)        Includes  55,319 shares of the Company's  Common Stock held in escrow
           related to the Eastern Telecom Int'l merger.
(2)        Includes  1,887 shares of the  Company's  Common Stock held in escrow
           related to the Eastern Telecom Int'l merger.
(3)        Mr. Leaf is an indirect beneficial owner of 1,555,239 shares of 
           Common Stock owned by Leaf Family Partners Ltd. by virtue of Mr. 
           Leaf being an Officer and Director of National Teleservice, Inc.
(4)        Represents  options to purchase shares of the Company's Common Stock,
           exercisable within the next 60 days.
(5)        Includes 370,233 shares of the Company's Common Stock owned by 
           Value Tel, Inc. of which  Mr. Sledz is an officer and director.
(6)        Includes options to purchase 225,000 shares of the Company's Common 
           Stock, exercisable within the next 60 days.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

TRANSACTIONS WITH MANAGEMENT

On March 7, 1994,  Michael M. Ross and Marc I. Becker each placed 626,691 shares
in escrow,  subject to release upon certain objective performance levels or upon
certain merger. In order for the shares to be released, the Company's net income
per share on a fully diluted basis, as defined in the agreement,  must have been
as follows:
<TABLE>
<CAPTION>

Fiscal                                                 Net Income Per Share                                   Amount of Shares to
Year-End                                                  (Fully-Diluted)                                          be Released
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>                                                    <C> 


March 31, 1995                                              $.375 per share                                        208,897 shares
March 31, 1996                                              $0.60 per share                                        208,897 shares
March 31, 1997                                              $1.00 per share                                        208,897 shares
</TABLE>

None of the above net income per share levels were achieved and no applicable 
merger transactions occurred.  Mr. Becker's shares have been returned to the
Company from the escrow with his agreement.  Mr. Ross has instituted litigation
against the Company claiming that his shares should be released to him and not
to the Company.  The Company disputes Mr. Ross's claim.

The staff of the  Securities  and Exchange  Commission may view the placement of
shares in escrow similar to a recapitalization  by management.  The agreement to
release shares upon the achievement of certain objective criteria is presumed to
be a separate compensatory  arrangement between the Company and management.  The
effect is that the fair value of the shares  released  from escrow is charged to
income  in  that  period.  Accordingly  the  Company's  profitability  could  be
significantly effected in any period the shares held in escrow are released.

Mr. Leon L. Nowalsky, a Director of the Company, is a partner of Nowalsky &
Bronston, LLP.  The law firm performed legal services for the Company during 
the last fiscal year and was paid approximately $129,773.


                                    7

<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 hereunto duly authorized.

                                    NETWORK LONG DISTANCE, INC.


Dated: June 25, 1997                By:/s/ Thomas G. Keefe
                                    -------------------
                                    Thomas G. Keefe
                                    Chief Financial Officer


                                8