As filed with the Securities and Exchange Commission
                             on February 21, 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 No.)


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

                          _________________________

              STOCK OPTION AGREEMENTS (COMPENSATION CONTRACTS)
             FOR CERTAIN DIRECTORS, CONSULTANTS AND ADVISORS 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            Amount to be           Offering price Per      Aggregate Offering          Amount of
 to be Registered             Registered (1)                 Share                  Price             Registration Fee
-------------------           --------------          ------------------      ------------------      -----------------
<S>                           <C>                             <C>                <C>                       <C>

Common Stock                  117,500 Shares                  (2)                $561,262.50               $170.08
($.01 par
  value)
----------------------------------------------------------------------------------------------------------------------

Series A Junior                   (3)                         (3)                    (3)                       (3)
Participating
Preferred Stock
Purchase Rights

----------------------------------------------------------------------------------------------------------------------

</TABLE>

      (1)   The securities to be registered represent shares
reserved for issuance under Stock Option Agreements
("Compensation Contracts") for certain directors, consultants
and advisors of U.S. Long Distance Corp.  Pursuant to Rule 416,
shares of Common Stock of the Company issuable pursuant to the
exercise of options granted under the Compensation Contracts in
order to prevent dilution resulting from any future stock
split, stock dividend or similar transaction are also being
registered hereunder.

      (2)   Calculated in accordance with Rules 457(c) and (h)
and General Instruction E to Form S-8.  Accordingly, the price
per share offered hereunder pursuant to the Compensation
Contracts is based on (i) 97,500 shares of Common Stock
reserved for issuance under outstanding Compensation Contracts
at an exercise price of $4.375 per share and (ii) 20,000 shares
of Common Stock reserved for issuance under an outstanding
Compensation Contract at an exercise price of $6.735 per share.

      (3)   The Series A Junior Participating Preferred Stock
Purchase Rights (the "Purchase Rights") are initially 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.

<PAGE>
                                   PART II

               INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

      The following documents of U.S. Long Distance Corp. (the
"Company") filed with the Securities and Exchange Commission
(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
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.

      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     Description
      -------     -----------

      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 February 21, 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:

<TABLE>
<CAPTION>

Signatures                                      Title                                    Date
----------                                      -----                                    ----
<S>                                       <C>                                       <C>


/s/ Parris H. Holmes, Jr.                 Chairman of the Board                     February 21, 1997
-------------------------
Parris H. Holmes, Jr.



/s/ Larry M. James                        Chief Executive Officer,                  February 21, 1997
-------------------------                 President and Director
Larry M. James                            (Principal Executive Officer)


/s/ Phillip J. Storin                     Senior Vice President,                    February 21, 1997
-------------------------                 Chief Financial Officer and
Phillip J. Storin                         Corporate Treasurer
                                          (Principal Financial and
                                           Accounting Officer)


/s/ Charles E. Amato                      Director                                  February 21, 1997
-------------------------
Charles E. Amato



/s/ Gary D. Becker                        Director                                  February 21, 1997
-------------------------
Gary D. Becker



/s/ F. Gardner Parker                     Director                                  February 21, 1997
-------------------------
F. Gardner Parker

</TABLE>


                                    II-3
<PAGE>

                              INDEX TO EXHIBITS


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

  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)