Exhibit 5.1

                         ARTER & HADDEN
                  1717 MAIN STREET, SUITE 4100
                       DALLAS, TEXAS 75201
                          214/761-2100
                     214/741-7139 Facsimile

                        February 21, 1997



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

     Re:  Offering of Shares of Common Stock of U.S. Long Distance
          Corp.

Ladies and Gentlemen:

     On February 21, 1997, U.S. Long Distance Corp., a Delaware
corporation (the "Company"), expects to file with the Securities
and Exchange Commission a Registration Statement on Form S-3 (the
"Registration Statement") under the Securities Act of 1933, as
amended (the "Act").  Such Registration Statement relates to the
offering (the "Offering") of up to 100,000 shares of the common
stock, $.01 par value per share, of the Company (the "Common
Stock"), by certain stockholders of the Company and of up to
188,000 shares of Common Stock by certain current and former
officers of the Company upon the sale of their restricted shares of
Common Stock (the "Restricted Shares") (such stockholders and
officers referred to collectively as the "Selling Stockholders"). 
Such Offering will be made pursuant to that prospectus covering
288,000 shares of Common Stock.  This firm has acted as counsel to
you in connection with the preparation and filing of the
Registration Statement, and you have requested our opinion with
respect to certain legal aspects of the Offering.

     In rendering our opinion, we have examined and relied upon the
original or copies, certified to our satisfaction, of (i) the
Restated Certificate of Incorporation and the Bylaws, both as
amended, of the Company; (ii) copies of resolutions of the Board of
Directors of the Company authorizing the Offering, the filing of
the Registration Statement, the issuance of the shares, the
granting of the Restricted Shares and related matters; (iii) copies
of each of the restricted share agreements with Company officers
and the Agreement and Plan of Merger whereby the Selling
Stockholders received their shares of Common Stock; (iv) the
Registration Statement and exhibits thereto; and (v) such other
documents and instruments as we have deemed necessary.  In our
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 reproduction copies.  As to various questions of
fact material to this opinion, we have relied, to the extent we
deem reasonably appropriate, upon representations or certificates
of officers of the Company and upon documents, records and

<PAGE>

 instruments furnished to us by the Company, without independent
check or verification of their accuracy.

     Based on the foregoing examination and subject to the comments
and assumptions noted below, we are of the opinion that (i) the
100,000 shares of Common Stock to be sold by certain stockholders
in the Offering and (ii) the 188,000 shares of Common Stock
(Restricted Shares) to be sold by current and former officers were
validly issued and fully paid and are nonassessable.

     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 bring to your attention the fact that this legal opinion is
an expression of professional judgment and not a guaranty of
result.  This opinion is given as of the date hereof, and we assume
no obligation to update or supplement such opinion to reflect any
facts or circumstances that may hereafter come to our attention or
any changes in laws or judicial decisions that may hereafter occur.

     We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the use of our name under the
caption "Legal Matters" in the Prospectus forming a part of the
Registration Statement.  In giving such consent, we do not admit
that we come within the category of persons whose consent is
required by Section 7 of the Act or the rules and regulations of
the Securities and Exchange Commission thereunder.


                              Very truly yours,

                              /s/ Arter & Hadden

                              ARTER & HADDEN