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                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                            FORM 10-KSB/A
Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1996 

                  Commission File number 0-24098

                            UStel, Inc.
          (Name of Small Business Issuer in its charter)

 Minnesota                                                 95-4362330
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation of organization)                        Identification Number)

2775 South Rainbow Blvd., #102. Las Vegas, Nevada              89102
   (Address of principal executive offices)                  (Zip code)

                          (702) 247-7400
        (Issuer's telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

        Common Stock, $0.01 par value per share

        Check whether the issuer: (1) filed all reports required to be filed
Sections 13 or 15(d) of the Exchange Act during the past 12 months (or such 
shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.  
Yes_X___ No_____.

        Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is contained in this form, and no disclosure will 
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 
10-KSB.  [ ]
        State issuer's revenue for its most recent fiscal year: $22,026,857

        As of March 27, 1997, the aggregate market value of the voting stock 
held by non-affiliates of the issuer, computed by reference to the closing 
sale price at which the stock is quoted as of such date as reported by Nasdaq 
was $13,558,312.  Shares of Common Stock held by each officer and director and
by each person who owns 10% or more of the outstanding Common Stock have been
excluded in that such persons may be deemed to be affiliates.  This 
determination of affiliate status is not necessarily conclusive and does not
constitute an admission of affiliate status.

As of March 27, 1997, there were 5,031,851 shares of issuer's Common Stock
outstanding.

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ITEM  13.   EXHIBITS

Exhibit
Number      Exhibits

  2         Merger Agreement and Plan of Reorganization by and among UStel, 
            Inc., Consortium Acquisition Corporation and Consortium 2000, Inc.
            dated August 13, 1996(4)

  3.1       Articles of Incorporation of the Company(1)

  3.1-a,b   (a)   Statement of Designation of Preferences and Rights of Series 
                  A Convertible Preferred Stock(2)

            (b)   Amendment to Statement of Designation of Preferences and 
                  Rights of Series A Convertible Preferred Stock*

  3.2       Bylaws of the Company(1)

  4.1       Form of Certificate evidencing shares of Common Stock(l)

  4.1-a +   Form of Warrant Agreement between the Company and American 
            Transfer & Trust, Inc. 

  4.2       Form of 12% Convertible Subordinated Debenture(1)

  4.3 +     Form of Representative's Warrant between the Company and Barber 
            & Bronson Incorporated

  4.4 +     Form of Warrant Certificate

  4.5 +     Form of Unit Certificate

 10.1       Federal Communications Commission Order, Authorization and 
             Certificate dated October 20, 1992(1)

 10.3        Carrier Switched Services Agreement between the Company and 
             WilTel, Inc. dated March 10, 1993(1)

 10.3.1      Collocate Agreement with WilTel, Inc., dated January 9, 1995(3)

 10.5        Lease Agreement between the Company and California Mart, dated 
             June 11, 1993(1)

 10.12-a,b,c (a) Leases for 3,400 square feet in Las Vegas, Rainbow Interim 
             Partners, dated June 19, 1995(3)

             (b) NY Lease Forty-Seventh-Fifth Company, dated July, 1994(3)

             (c) PacTel Meridian Systems, Equipment Agreement, dated April 15,
             1994(3)



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Exhibit
Number       Exhibit

 10.18       Employment Agreement between the Company and Noam Schwartz, dated
             February 1, 1994(1)

 10.19       Employment Agreement between the Company and Barry Epling, 
             dated December 1, 1993(1)

 10.20       1993 Stock Option Plan(1)

 10.21       Form of 1993 Option Agreement(1)

 10.22       Stock Option Agreement between Noam Schwartz and Barry Epling, 
             dated December 1, 1993(1)

 10.23       Stock Option Agreement between David Schwartz and Barry Epling, 
             dated December 1, 1993(1)

 10.24+      Employment Agreement between the Company and Abe Sher, as of 
             January 4, 1996

 10.24-a+    Modification to Employment Agreement between the Company and Abe 
             Sher. 

 10.25       Consulting Agreement between the Company and Integrated Financial
             Consultants ("IFC"), dated November 10, 1995, and Supplement and
             Cancellation of Indebtedness Agreement between the Company and 
             IFC dated January 10, 1996(3)
 
 10.26       Coast Business Credit Agreement, dated as of December 21, 1995(3)

 10.28       Consortium 2000 Agreement, dated as of August 5, 1994(3)

 10.29       Subscription Documents, 160 Units, January 15, 1996, Form of(3)

 10.30       Registered Consulting Group Agreement, dated June 20, 1994(3)

 10.33       Robert L. Diener Consulting Agreements, dated November 1, 1995, 
             August 15, 1995(3)

 10.34       Service Agreement between the Company and Cardservice 
             International, dated December 21, 1993(3)

 10.35       Interconnect Agreement between the Company and Euronet 
             International, dated December 17, 1994(3)

 10.37       Service Agreement between the Company and Digital Communications 
             of America, Inc., dated October 14, 1992(3)

 10.38       Carrier Transport and Switched Services Agreement, dated December
             15, 1993(4)



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Exhibit
Number       Exhibit

 10.39       Telecommunication Services Agreement between the Company and 
             WilTel, Inc., dated July 25, 1994, Confidential Redacted 
             Version (3)

 10.41       Registration Rights Agreement, dated August 14, 1996 between the 
             Company and Consortium 2000 Shareholders (exhibit 10.1 to the 
             Company's report on Form 8-K filed with the SEC on August 27, 
             1996)(4)

 10.42       Registration Rights Agreement, dated August 14, 1996 between the 
             Company and Noam Schwartz, David Schwartz, the RGB 1993 Family 
             Trust and the TAD 1993 Family Trust (exhibit 10.2 to the Company's
             report on Form 8-K filed with the SEC on August 27, 1996)(4)

 10.43+      Promissory Note, and ancillary agreement, between the Company and
             Kamel B. Nacif, dated February 29, 1996

 10.44+      Beverly Hills Switching Equipment Letter Agreement, among the 
             Company, Barry Epling individually and d/b/a TYC and TYC, Inc., 
             dated June 5, 1996

 10.45+      Form of Employment and Non-Disclosure Agreement between the 
             Company and Danny Knoller, dated September 1, 1996

 10.46+      Consulting Agreement between the Company and Vanguard 
             Consultants, Inc., dated August 1, 1996

 10.47+      Indemnification Agreement between the Company and Noam Schwartz,
             dated August 2, 1996

 10.48+      Letter Agreement between the Company and Consortium 2000, Inc., 
             dated August 7, 1996 

 10.49+      Amendment Number One to Loan and Security Agreement, Secured 
             Promissory Note and Amended and Restated Secured Promissory 
             Note between the Company and Coast Business Credit, dated 
             September, 1996

 10.50+      WilTel, Inc. Extension Documents:

             (a) promissory note, dated September 10, 1996
             (b) security agreement, dated September 19, 1996
             (c) letter agreement, dated December 27, 1996

 10.51+      Sublease between Consortium 2000, Inc., and Primedex Corporation, 
             dated September 25, 1993

 10.52+      Sales Agency Agreement between Consortium 2000, Inc., and 
             WorldCom, Inc., d/b/a/ LDDS WorldCom, dated June 1, 1995 
             Confidential Redacted Version

                                -42-
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Exhibit
Number       Exhibit

 10.53+      Hertz Technologies, Inc., Marketing Agreement and Amendments No.
             1 and 2 thereto, between Consortium 2000, Inc., and Hertz 
             Technologies, Inc., dated July 7, 1995 Confidential Redacted
             Version

 10.54+      Distributor Program Agreement and Amendment No.  1 and 2 thereto,
             between Consortium 2000, Inc., and LCI International Telecom 
             Corp., dated November 3, 1994, January 31, 1996 and March 26, 
             1996, respectively, Confidential Redacted Versions

 10.55+      Marketing Services Agreement between Consortium 2000, Inc. and 
             New Enterprise Wholesale Telephone Services, Limited Partnership,
             dated August 15, 1994, Confidential Redacted Version

 10.56+      Consortium 2000 and Call Points, Inc. Agreement between 
             Consortium 2000 and Call Points, Inc., dated September 7, 1995,
             Confidential Redacted Version

 10.57+      Client Contract among Consortium 2000, Inc., Verifications Plus 
             and Advanced Data Com, Inc., dated January 24, 1996, Confidential
             Redacted Version

 10.59+      Promissory Note, Commercial Security Agreement and Letter 
             Agreement between Consortium 2000, Inc., and City National Bank,
             dated May 28, 1996, May 28, 1996 and May 30, 1996, respectively

 10.60-a,b,c,d+(a)  Letter Agreement between the Company and Jeflor, Inc., 
             dated June 10, 1996 
               (b) Subordinated Convertible Debenture, dated June 19, 1996

               (c) Warrant, dated June 21, 1996

               (d) Guaranty of Loan by Noam Schwartz, Ronnie Schwartz and 
                      Haskel Iny, dated June 17, 1996

 10.61+      Form of Employment and Non-Disclosure Agreement between the 
             Company and Robert B. Diener, effective as of August 15, 1996

 10.62+      Form of Employment and Non-Disclosure Agreement between the 
             Company and Jerry Dackerman, effective as of August 15, 1996

 10.63+      Form of Employment and Non-Disclosure Agreement between the 
             Company and Wouter van Biene, effective as of August 15, 1996
 
 10.64+      Form of Indemnification Agreement between the Company and Robert
             B. Diener, effective as of August 15, 1996

 10.65+      Form of Indemnification Agreement between the Company and Jerry 
             Dackerman, effective as of August 15, 1996



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Exhibit
Number       Exhibit

 10.66+      Form of Indemnification Agreement between the Company and Wouter 
             van Biene, effective as of August 15, 1996

 10.67+      Form of Financial Consulting Agreement between the Company and
             BC Capital Corp.


  +   Previously filed as an exhibit and incorporated by reference to the
      Company's Registration Statement and Amendments No. 1 through 3 on
      Form SB-2 (Registration No. 333-12981) declared effective February
      14, 1997.


(1)   Incorporated by reference to the Company's Registration Statement and 
      Amendments No.  1 through No. 2 on Form SB-2 (Registration No.  
      33-75210-LA) declared effective June 21, 1994.

(2)   Incorporated by reference to the Company's 10-KSB for the year ended 
      December 31, 1995, filed with the SEC on April 16, 1996 commission file
      0-24098; same exhibit number. 

(3)   Incorporated by reference to the Company's Amendment No.  1 to 10-KSB
      for the year ended December 31, 1995 filed with the SEC on August 
      27, 1996 commission file 0-24098.

(4)   Incorporated by reference to the Company's report on Form 8-K, filed 
      with the SEC on August 27, 1996.























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                                     SIGNATURES

      In accordance with the requirements of Section 13 or 15(d) of the 
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.


                                          UStel, INC.
      
Date March 31, 1997                     By: /s/ Robert L. B. Diener
                                           ----------------------------
                                                Robert L. B. Diener
                                                Chief Executive Officer

      
      Pursuant to the requirements of the Securities Exchange Act of 1934, 
this report has been signed by the following persons in the capacities and 
on the dates indicated.



/s/ Robert L. B. Diener    Dated March 31, 1997       Chairman of the Board
------------------------                              Chief Executive Officer
Robert L. B. Diener                                   and Director (Principal
                                                      Executive Officer)

/s/ Jerry Dackerman        Dated March 31, 1997       President, Chief 
------------------------                              Operating Officer and
Jerry Dackerman                                       Director 

/s/ Wouter van Biene       Dated March 31, 1997       Executive Vice President
------------------------                              Chief Financial Officer
Wouter van Biene                                      and Director (Principal  
                                                      Financial Officer)

                           Dated                      Executive Vice President
------------------------         -----------------    Assistant Secretary and
Barry K. Epling                                       Director

/s/ Royce Diener           Dated March 31, 1997       Director
------------------------
Royce Diener

                           Dated                      Director
------------------------         ----------------- 
Noam Schwartz

                           Dated                      Director
------------------------         -----------------
Andrew J. Grey


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