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               SECURITIES AND EXCHANGE COMMISSION
                                
                     Washington, D.C.  20549
                                
                                
                                
                            FORM 8-K
                                
                         CURRENT REPORT


                        December 22, 1997
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        Date of Report (Date of earliest event reported)



                    USLD Communications Corp.
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     (Exact name of registrant as specified in its charter)



          Delaware                 0-18195            74-2522103
(State or other jurisdiction   (Commission File       (IRS Employer
     of incorporation)              Number)        Identification No.)



         9311 San Pedro, Suite 100,
             San Antonio, Texas                     78216
  (Address of principal executive offices)        (Zip Code)



                         (210) 525-9009
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      (Registrant's telephone number, including area code)



                               N/A
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  (Former Name or Former Address, if Changed Since Last Report)
                                
                                
                                
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ITEM 1.  CHANGES IN CONTROL OF REGISTRANT

     At 4:30 p.m. (Eastern Standard Time) on December 22, 1997,
pursuant to an Agreement and Plan of Merger (the "Merger
Agreement"), dated as of September 17, 1997, among LCI
International, Inc., a Delaware corporation ("LCI"), LCI
Acquisition Corp., a Delaware corporation and wholly owned
subsidiary of LCI ("Merger Sub"), and USLD Communications Corp.,
a Delaware corporation ("USLD"), Merger Sub merged with and into
USLD (the "Merger") such that USLD continued as the surviving
corporation in the Merger and became a wholly owned subsidiary of
LCI.

     As a result of the Merger, each share of the common stock,
par value $.01 per share, of USLD issued and outstanding
immediately prior to the Merger, together with the associated
preferred stock purchase rights attached thereto, was converted
into .7576 shares of common stock, par value $.01 per share, of
LCI ("LCI Common Stock"). Cash will be paid in lieu of fractional
shares of LCI Common Stock. The transaction was a tax-free
exchange and was accounted for on a "pooling of interests" basis.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

     (a)-(b)   Not Applicable.

         (c)   Exhibits.

               2.1  Agreement and Plan of Merger, dated as of
                    September 17, 1997 among LCI International,
                    Inc., LCI Acquisition Corp. and USLD
                    Communications Corp. (incorporated by
                    reference to Exhibit 2.1 of USLD
                    Communications Corp.'s Current Report on Form
                    8-K, dated September 23, 1997).


                           SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly
authorized.

     Date:  December 23, 1997

                              USLD COMMUNICATIONS CORP.
                              
                              
                              By:  /s/ LARRY M. JAMES
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                                   Larry M. James
                                   President