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                                                                EXHIBIT 10.2

                      THIRD AMENDMENT TO CREDIT AGREEMENT

        Preamble: THIS AMENDMENT, dated as of August 21, 1996 (this
"amendment") is made and entered into by and among MIDCOM COMMUNICATIONS INC.,
a Washington corporation ("MIDCOM"), for itself as a Borrower and as agent for
each other Borrower now or hereafter party to this Agreement (MIDCOM, in such
capacity, herein called "Borrowers' Agent"); PACNET INC., a Washington
corporation ("PacNet"), ADVAL, INC., an Oregon corporation ("AdVal"); ADVANCED
NETWORK DESIGN, a California corporation ("AND"); and CEL-TECH INTERNATIONAL
CORP., a Washington corporation ("Cel-Tech; Cel-Tech, AND, AdVal, PacNet and
MIDCOM, called a "Borrower" or, collectively, the "Borrowers"), each with its
principal place of business at MIDCOM Tower, 1111 Third Avenue, Seattle,
Washington 98101; TRANSAMERICA BUSINESS CREDIT CORPORATION, a Delaware
corporation (in its individual capacity, called "Transamerica" or "TBCC"), with
offices at Two Ravinia Drive, Suite 700, Atlanta, Georgia 30346, for itself, as
a Lender, and as agent for each other Lender party to the Credit Agreement
described below (the term "Lender" and any other capitalized terms used in this
Preamble or in the Recitals, but not expressly defined herein or therein,
defined in Section 1 of this Agreement); and each other such Lender, which, as
of the date hereof, is limited to NATIONSBANK OF GEORGIA, N.A., a national 
banking association ("NationsBank").

RECITALS:

        WHEREAS, the Borrowers, the Lenders and the Agent are parties to a
certain Credit Agreement, dated as of November 8, 1995 (as amended, the "Credit
Agreement"), as amended to date by a certain First Amendment to Credit
Agreement, dated as of March 28, 1995 (the "First Amendment") and a certain
Second Amendment to Credit Agreement, dated as of July 26, 1996 (the "Second
Amendment"); and

        WHEREAS, the Borrowers, the Agent and the Lenders desire to amend the
Credit Agreement in certain respects as hereinafter set forth;

        NOW, THEREFORE, in consideration of the foregoing premises, the mutual
covenants and conditions herein contained, and for other good valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:

        1.      DEFINITIONS

                (a)     Any capitalized terms used hereinbelow, but not
expressly defined hereinbelow, shall have the meanings given to such terms in
the Credit Agreement.

                (b)     Section 1.1 of the Credit Agreement is hereby amended
by adding therein, in appropriate alphabetical order, the following definition
of "Subordinated Indenture":



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                        "Subordinated Indenture" shall mean that certain
                        Indenture, to be dated as of August 22, 1996, between
                        Borrower and IBJ Schroder Bank & Trust Company, as
                        trustee, as amended or modified from time to time.

        2.      AMENDMENT TO SECTION 7.5 OF THE CREDIT AGREEMENT. Section 7.5
of the Credit Agreement is hereby amended by adding immediately before the
period at the end of such section a comma followed by the phrase "but, in any
event. MidCom will make no 'Change of Control Offer' (as defined in the
Subordinated Indenture) under the Subordinated Indenture."

        3.      ADDITION OF NEW SECTION 10.31 TO THE CREDIT AGREEMENT. The
following Section 10.31 is hereby added in Article 10 of the Credit Agreement:
                        
                        10.31 Designated Senior Indebtedness. Borrowers, the
                        Agent and Lenders hereby acknowledge and agree that all
                        of the Obligations shall constitute "Designated Senior
                        Indebtedness" (as that term is defined in the
                        Subordinated Indenture) for all purposes of the
                        Subordinated Indenture for so long as either (i) the
                        aggregate principal amount of the Obligations exceeds
                        Ten Million Dollars or (ii) the aggregate amount of the
                        Commitments exceeds Ten Million Dollars ($10,000,000).
                        Borrowers further acknowledge and agree that all of
                        MidCom's obligations under the Subordinated Indenture
                        and under the "Notes" (as defined therein) issued
                        pursuant thereto, whether for payment of principal,
                        fees, interest or other amounts, shall constitute
                        "Subordinated Debt" for all purposes of the Credit
                        Agreement and the other Loan Documents.

        4.      Consent. In accordance with Section 3 of the First Amendment
and Section 3 of the Second Amendment, Lenders hereby consent to MidCom's
issuance of the Notes pursuant to the Subordinated Indenture; provided that the
proceeds thereof total at least $75,000,000 and such proceeds (net of
underwriting discounts and commissions and other reasonable costs associated
therewith) are applied, first, to the Bridge Loan, until it is fully paid and
satisfied, and, next, to the remaining Obligations, until they are fully paid
and satisfied, with any remainder of such proceeds to be used for Borrowers'
working capital.

        5.              MISCELLANEOUS

                (a)     Effect of Amendment. Except as set forth expressly
herein, all terms of the Credit Agreement and the other Loan Documents, as
amended hereby, shall be and remain in full force and effect and shall
constitute the legal, valid, binding and enforceable obligations of Borrowers
to Lenders and Agent. To the extent any terms and conditions in any of the Loan
Documents shall contradict or be in conflict with any terms or conditions of
the Credit Agreement, after giving effect to this Amendment, such terms and
conditions are hereby deemed modified and amended accordingly to reflect the
terms and conditions of the Credit Agreement as modified and amended hereby.




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        (b)     Ratification.  Each Borrower hereby restates, ratifies and
reaffirms each and every term and condition set forth in the Credit Agreement,
as amended hereby, and the Loan Documents effective as of the date hereof.

        (c)     Estoppel.  To induce Lenders and Agent to enter into this
Amendment, each Borrower hereby acknowledges and agrees that, as of the date
hereof, and after giving effect to the Second Amendment and this Amendment, no
Default or Event of Default has occurred and is continuing and, in addition,
there exists no right of offset, defense, counterclaim or objection in favor of
any Borrower with respect to any Obligations.

        (d)     Governing Law.  This Amendment shall be governed by, and
construed in accordance with, the internal laws (and not the laws of conflicts)
of the State of Illinois and all applicable federal laws of the United States
of America.

        (e)     Costs and Expenses.  Borrowers agree to pay on demand all
reasonable costs and expenses of Lender in connection with the preparation,
execution, delivery and enforcement of this Amendment and all other Loan 
Documents executed in connection herewith, the closing hereof, and any other 
transactions contemplated hereby, including the reasonable fees and 
out-of-pocket expenses of Lender's counsel.

        IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed under seal by their respective officer or officers thereunto duly
authorized, as of the date first above written.


                                        MIDCOM COMMUNICATIONS INC.,
                                        individually and as Borrowers' Agent

                                        (SEAL)


                                        By: /s/ Robert J. Chamberlain
                                            ----------------------------------
                                            Name:  Robert J. Chamberlain
                                            Title: CFO - Senior Vice President


                                        Attest: /s/ Paul P. Senio
                                                ------------------------------
                                                Name:  Paul P. Senio
                                                Title: Secretary


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                                        PACNET INC.

                                        (SEAL)


                                        By: /s/ Paul P. Senio
                                            ----------------------------------
                                            Name:  Paul P. Senio
                                            Title: Secretary


                                        Attest: /s/ Bradley D. Toney
                                                ------------------------------
                                                Name:  Bradley D. Toney
                                                Title: Assistant Secretary


                                        ADVAL, INC.

                                        (SEAL)


                                        By: /s/ Robert J. Chamberlain
                                            ----------------------------------
                                            Name:  Robert J. Chamberlain
                                            Title: Treasurer


                                        Attest: /s/ Paul P. Senio
                                                ------------------------------
                                                Name:  Paul P. Senio
                                                Title: Secretary


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                                        ADVANCED NETWORK DESIGN

                                        (SEAL)


                                        By: /s/ Paul P. Senio
                                            ----------------------------------
                                            Name:  Paul P. Senio
                                            Title: Secretary


                                        Attest: /s/ Bradley D. Toney
                                                ------------------------------
                                                Name:  Bradley D. Toney
                                                Title: Assistant Secretary


                                        CEL-TECH INTERNATIONAL CORP.

                                        (SEAL)


                                        By: /s/ Robert J. Chamberlain
                                            ----------------------------------
                                            Name:  Robert J. Chamberlain
                                            Title: Treasurer


                                        Attest: /s/ Paul P. Senio
                                                ------------------------------
                                                Name:  Paul P. Senio
                                                Title: Secretary


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                                  TRANSAMERICA BUSINESS CREDIT
                                    CORPORATION, Individually and as Agent 

                                  (SEAL)


                                        By: /s/ Jeffrey Carbery
                                            ----------------------------------
                                            Jeffrey Carbery
                                            Senior Account Executive

        

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                                        NATIONSBANK OF GEORGIA, N.A.

                                        (SEAL)


                                        By: /s/ Tina H. Lane
                                            --------------------------------
                                            Name:  Tina H. Lane
                                                   -------------------------
                                            Title: Vice President
                                                   -------------------------



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