AMENDMENT NO. 1
                               to
                        RIGHTS AGREEMENT

=================================================================


     AMENDMENT NO. 1 dated as of September 17, 1997 (this
"Amendment") between USLD COMMUNICATIONS CORP., a Delaware
corporation (f/k/a U.S. Long Distance Corp.) (the "Company") and
U.S. TRUST COMPANY OF TEXAS, N.A., (the "Rights Agent").

     WHEREAS, the Company and the Rights Agent have previously
entered into that certain Rights Agreement dated as of
April 12, 1996 (the "Rights Agreement");

     WHEREAS, the Company has, pursuant to prior resolutions of the
Company's Board of Directors, determined that it is in the best
interests of the Company to amend the Rights Agreement as set forth
herein in connection with the execution of that certain Agreement
and Plan of Merger, dated as of September 17, 1997, as the same may
be amended from time to time (the "Merger Agreement") by and among
LCI International, Inc. ("LCI"), LCI Acquisition ("Subsidiary") and
the Company (pursuant to which Merger Agreement, among other
things, the Subsidiary shall merge with and into the Company (the
"Merger")); and

     WHEREAS, the Company has requested that the Rights Agreement
be amended in accordance with Section 27 of the Rights Agreement,
as set forth herein, and the Rights Agent is willing to amend the
Rights Agreement as set forth herein.

     NOW, THEREFORE, the parties hereto agree as follows:

     1.   All capitalized terms used herein, unless otherwise
defined herein, shall have the meanings given them in the Rights
Agreement, and each reference in the Rights Agreement to "this
Agreement," "hereof," "herein," "hereunder" or "hereby" and each
other similar reference shall be deemed to refer to the Rights
Agreement as amended by this Amendment.
     2.   Section 7(a) of the Rights Agreement is hereby amended to
read in its entirety as follows:

     "(a) Except as otherwise provided herein, the Rights shall
     become exercisable at the Close of the Business on the
     Distribution Date, and thereafter may be exercised in whole or
     in part to purchase shares of Series A Preferred Stock upon
     surrender of the Right Certificate, with the form of election
     to purchase on the reverse side thereof duly executed (with
     such signature duly guaranteed), to the Rights Agent at its
     principal office, together with payment of the aggregate
     Purchase Price (subject to adjustment as 

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AMENDMENT NO. 1 TO RIGHTS AGREEMENT - Page 1


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hereinafter provided) with respect to the number of one ten-
thousandth of a share of Series A Preferred Stock (except as
otherwise provided herein) as to which such surrendered Rights are
then being exercised, at or prior to the Close of the Business on
the date (the "Expiration Date") which is the earliest of (i) April
12, 2006 (the "Final Expiration Date"), (ii) the time at which the
Rights are redeemed as provided in Section 23 hereof, (iii) the
time at which the Rights are exchanged as provided in Section 24 
hereof, or (iv) immediately prior to the Effective Time, as defined
in the Agreement and Plan of Merger dated as of September 17, 1997,
as the same may be amended from time to time, by and among LCI
International, Inc., a Delaware corporation ("LCI"), LCI
Acquisition Corp., a Delaware corporation and wholly-owned
subsidiary of LCI ("Subsidiary") and the Company (the "Merger
Agreement"), pursuant to which Merger Agreement, among other
things, the Subsidiary shall merge with and into the Company (the
"Merger")."


     3.   Section 35 of the Rights Agreement is hereby added as
follows:

     "Section 35. LCI Transaction. Notwithstanding any
     provision of this Rights Agreement to the contrary, no
     Distribution Date, Stock Acquisition Date or Triggering
     Event shall be deemed to have occurred, neither LCI nor
     any Affiliate or Associate of LCI (including, without
     limitation, the Subsidiary) shall be deemed to have
     become an Acquiring Person and no holder of Rights shall
     be entitled to exercise such Rights under or be entitled
     to any rights pursuant to Section 7(a), 11(a) or 13(a) of
     this Rights Agreement by reason of (x) the approval,
     execution, delivery or effectiveness of the Merger
     Agreement or (y) the consummation of the transactions
     contemplated under the Merger Agreement in accordance
     with the terms thereof, (including, without limitation,
     the consummation of the Merger)."

     4.   This Amendment shall be construed in accordance with and
governed by the laws of the State of Delaware (without regard to
principles of conflict of laws).

     5.   This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same
instrument.

     6.   Except as expressly amended hereby, the Rights Agreement
shall remain in full force and effect.



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AMENDMENT NO. 1 TO RIGHTS AGREEMENT - Page 2

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     IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized
officers as of the day and year first above written.


Attest:                                 USLD COMMUNICATIONS CORP.

By:  /s/ W. AUDIE LONG                  By:  /s/ LARRY M. JAMES
     ----------------------                  -------------------------
Name: W. Audie Long                     Name: Larry M. James
Title: Senior Vice President            Title: Chief Executive Officer



Attest:                                 U.S. TRUST COMPANY OF TEXAS, NA

By:  /s/ JOHN C. STOHLMANN              By:  /s/ BILL BARBER
     -----------------------                 -------------------------
Name: John C. Stohlmann                 Name:  Bill Barber
Title: Vice President                   Title:  Vice President















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