Exhibit 5.1

                         ARTER & HADDEN
                  1717 MAIN STREET, SUITE 4100
                       DALLAS, TEXAS 75201
                       TEL: (214) 761-2100
                       FAX: (214) 741-7139


                          July 17, 1997


U.S. Long Distance Corp.
9311 San Pedro, Suite 100
San Antonio, Texas  78216

     Re:  U.S. Long Distance Corp. 
          Registration Statement on Form S-3

Gentlemen:

     We have acted as counsel to U.S. Long Distance Corp., a
Delaware corporation (the "Company"), in connection with the
preparation of the Registration Statement on Form S-3 (the
"Registration Statement") to be filed with the Securities and
Exchange Commission on or about July 17, 1997, under the Securities
Act of 1933, as amended (the "Securities Act"), relating to 163,133
shares of common stock, $0.01 par value per share, of the Company
(the "Common Stock") that may be sold from time to time by certain
selling stockholders (the "Selling Stockholders").

     You have requested the opinion of this firm with respect to
certain legal aspects of the Registration Statement.  In connection
therewith, we have examined and relied upon the original, or copies
identified to our satisfaction, of (1) the Restated Certificate of
Incorporation and the Bylaws, both as amended, of the Company; (2)
minutes and records of the corporate proceedings of the Company
with respect to the issuance of shares of Common Stock and certain
related matters; (3) the Registration Statement and exhibits
thereto; and (4) such other documents and instruments as we have 
deemed necessary for the expression of the opinions herein
contained.  In making the foregoing examinations, we have assumed
the genuineness of all signatures and the authenticity of all
documents submitted to us as originals, and the conformity to
original documents of all documents submitted to us as certified or
photostatic copies.  As to various questions of fact material to
this opinion, and as to the content and form of the Restated
Certificate of Incorporation, the Bylaws, minutes, records,
resolutions and other documents or writings of the Company, we have
relied, to the extent we deem reasonably appropriate, upon
representations or certificates of officers and directors of the
Company and upon documents, records and instruments furnished to us
by the Company, without independent check or verification of their
accuracy.

     Based upon our examination, consideration of, and reliance on
the documents and other matters described above, and subject to the
comments and exceptions noted below, we are of the opinion that the
shares of Common Stock registered pursuant to the Registration
Statement have been duly and validly issued, fully paid and
nonassessable.

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     We bring to your attention the fact that our legal opinions
are an expression of professional judgment and not guaranties of
result.  This opinion is rendered as of the date hereof, and we
undertake no, and hereby disclaim any, obligation to advise you of
any changes in or new developments that might affect any matters or
opinions set forth herein.

     This opinion is limited in all respects to the General
Corporation Law of the State of Delaware as in effect on the date
hereof; however, we are not members of the Bar of the State of
Delaware and our knowledge of its General Corporation Law is
derived from a reading of the most recent compilation of that
statute available to us without consideration of any judicial or
administrative interpretations thereof.

     We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to references to our firm
included in or made a part of the Registration Statement.  In
giving this consent, we do not admit that we come within the
category of person whose consent is required under Section 7 of the
Securities Act or the Rules and Regulations of the Securities and
Exchange Commission thereunder.

                                   Very truly yours,

                                   /s/ Arter & Hadden

                                   ARTER & HADDEN