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:  U.S. Long Distance Corp. - Registration Statement on Form
          S-8

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-8 (the
"Registration Statement") to be filed with the Securities and
Exchange Commission on or about February 21, 1997, under the
Securities Act of 1933, as amended (the "Securities Act"), relating
to an aggregate of 117,500 shares of the $0.01 par value common
stock (the "Common Stock") of the Company that will be issued upon
the exercise of stock options (collectively, the "Options") granted
pursuant to certain Stock Option Agreements ("Compensation
Contracts") between the Company and certain directors, consultants
and advisors of the Company.

     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 authorization and approval by the Board of
Directors of the Compensation Contracts, the granting of the
Options pursuant to the Compensation Contracts, the issuance of
shares of Common Stock in accordance with the Compensation
Contracts 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.

<PAGE>

     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,
assuming (i) the outstanding Options were duly granted in
accordance with the Compensation Contracts, (ii) the Company
maintains an adequate number of authorized but unissued shares
and/or treasury shares of Common Stock available for issuance to
those persons who exercise Options granted pursuant to the
Compensation Contracts and (iii) the consideration for the shares
of Common Stock issuable upon the exercise of such Options is
actually received by the Company as provided in the Compensation
Contracts and the particular Option and such consideration exceeds
the par value of such shares, then the shares of Common Stock
issued pursuant to the exercise of the Options granted under and in
accordance with the terms of the Compensation Contracts will be
duly and validly issued, fully paid and nonassessable.

     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