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                                 BY-LAWS, AS AMENDED


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                               U.S. LONG DISTANCE CORP.




                                      ARTICLE I

                                       OFFICES

1.01          The registered office shall be in the City of Wilmington, County
of New Castle, State of Delaware.

1.02          The corporation may also have offices at such other places, both
within and without the State of Delaware, as the board of directors may from
time to time determine or the business of the corporation may require.

                                      ARTICLE II
                                           
                               MEETINGS OF STOCKHOLDERS
                                           
2.01          All meetings of the stockholders for the election of directors 
shall be held at such place as may be fixed from time to time by the board of 
directors, either within or without the State of Delaware as shall be 
designated from time to time by the board of directors and stated in the 
notice of the meeting.  Meetings of stockholders for any other purpose may be 
held at such time and place, within or without the State of Delaware, as 
shall be stated in the notice of the meeting or in a duly executed waiver of 
notice thereof.

2.02          Annual meetings of stockholders, commencing with the year 1988,
shall be held on the first Tuesday of February, if not a legal holiday, and 
if a legal holiday, then on the next secular day following, at 10:00 a.m., or 
at such other date and time as shall be designated from time to time by the 
board of directors and stated in the notice of the meeting, at which they 
shall elect by a plurality vote a board of directors, and transact such other 
business as may properly be brought before the meeting.

2.03          Written notice of the annual meeting stating the place, date and
hour of the meeting shall be given to each stockholder entitled to vote at such
meeting not less than ten (10) nor more than sixty (60) days before the date of
the meeting.

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2.04          The officer who has charge of the stock ledger of the corporation
shall prepare and make, at least ten (10) days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held. 
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

2.05          Special meetings of the stockholders, for any purpose or purposes,
unless otherwise prescribed by statute or by the certificate of incorporation,
may be called by the president and shall be called by the president or secretary
at the request in writing of a majority of the board of directors, or at the
request in writing of stockholders owning a majority in amount of the entire
capital stock of the corporation issued and outstanding and entitled to vote. 
Such request shall state the purpose or purposes of the proposed meeting.

2.06          Written notice of a special meeting stating the place, date and
hour of the meeting, and the purpose or purposes for which the meeting is 
called, shall be given not less than ten (10) nor more than sixty (60) days 
before the date of the meeting, to each stockholder entitled to vote at such 
meeting.

2.07          Business transacted at any special meeting of stockholders shall
be limited to the purposes stated in the notice.

2.08          The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the certificate of
incorporation.  If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented.  At such adjourned
meeting, until a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.  If the adjournment is for more than thirty (30) days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

2.09          When a quorum is present at any meeting, the vote of the holders 
of a majority of the stock having voting power present in person or represented 
by proxy shall decide any question brought before such meeting, unless the 
question is one 

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upon which by express provision of the statutes or of the certificate of
incorporation, a different vote is required, in which case such express
provision shall govern and control the decision to such question.

2.10          Unless otherwise provided in the certificate of incorporation, 
each stockholder shall at every meeting of the stockholders be entitled to 
one vote in person or by proxy for each share of the capital stock having 
voting power held by such stockholder, but no proxy shall be voted on after 
three (3) years from its date, unless the proxy provides for a longer period.

2.11          Unless otherwise provided in the certificate of incorporation, any
action required to be taken at any annual or special meeting of stockholders of
the corporation, or any action which may be taken at any annual or special
meeting of such stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted.  Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

                                     ARTICLE III

                                      DIRECTORS

3.01          The number of directors which shall constitute the whole board 
shall not be less than three nor more than fifteen.  The first board shall 
consist of three directors.  Thereafter, within the limits above specified, 
the number of directors shall be determined by resolution of the board of 
directors or by the stockholders at the annual meeting.  The directors shall 
be classified with respect to the time for which they shall severally hold 
office by dividing them into three classes, each consisting of 33-1/3% of the 
whole number of the board of directors, one class to hold office initially 
for a term expiring at the annual meeting of stockholders to be held in 1992, 
another to hold office initially for a term expiring at the annual meeting of 
stockholders to be held in 1993, and another to hold office initially for a 
time expiring at the annual meeting of stockholders to be held in 1994, with 
members of each new class to hold office until their successors have been 
duly elected and have qualified. At each annual meeting of the stockholders 
of the corporation, the successors to the class of directors whose term 
expires at the meeting shall be elected to hold office for a term expiring at 
the annual meeting held in the third year following the term of their 
election.  Directors need not be stockholders.

3.02          When the number of directors is changed, any newly created
directorships or any increase in directorships shall be so apportioned among the
classes as to make all classes as nearly equal in number as possible.  When the
number of directors is increased by the board of directors and any newly created
directorships are filled by the board of directors, there shall be no
classification of the additional directors until the 

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next annual meeting of stockholders.  Vacancies in newly created directorships
resulting from any increase in the authorized number of directors may be 
filled by a majority of the directors then in office, though less than a quorum,
or by a sole remaining director, and the director so chosen shall hold office 
until the next annual election and until his successor is duly elected and 
shall qualify, unless sooner displaced.  If there are no directors in office, 
then an election of directors may be held in the manner provided by statute.  
If, at the time of filling any vacancy or any newly created directorship, the 
directors then in office shall constitute less than a majority of the whole 
board (as constituted immediately prior to any such increase), the Court of 
Chancery may, upon application of any stockholder or stockholders holding at 
least ten percent of the total number of the shares at the time outstanding 
having the right to vote for such directors, summarily order an election to 
be held to fill any such vacancies or newly created directorships, or to 
replace the directors chosen by the directors then in office.

3.03          The business of the corporation shall be managed by or under the
direction of its board of directors which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or
these by-laws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

3.04          The board of directors of the corporation may hold meetings, both
regular and special, either within or without the State of Delaware.

3.05          The first meeting of each newly elected board of directors shall 
be held at such time and place as shall be fixed by the vote of the stockholders
at the annual meeting, and no notice of such meeting shall be necessary to the
newly elected directors in order legally to constitute the meeting, provided a
quorum shall be present.  In the event of the failure of the stockholders to fix
the time or place of such first meeting of the newly elected board of directors,
or in the event such meeting is not held at the time and place so fixed by the
stockholders, the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings of the
board of directors, or as shall be specified in a written waiver signed by all
of the directors.

3.06          Regular meetings of the board of directors may be held without 
notice at such time and at such place as shall from time to time be determined
by the board.

3.07          Special meetings of the board may be called by the president on
two days' notice to each director, either personally or by mail or by telegram;
special meetings shall be called by the president or secretary in like manner 
and on like notice on the written request of two directors unless the board 
consists of only one director, in which case special meetings shall be called 
by the president or secretary in like manner and on like notice on the written
request of the sole director.

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3.08          At all meetings of the board a majority of directors shall 
constitute a quorum for the transaction of business and the act of a majority 
of the directors present at any meeting at which there is a quorum shall be 
the act of the board of directors, except as may be otherwise specifically 
provided by statute or by the certificate of incorporation.  If a quorum 
shall not be present at any meeting of the board of directors, the directors 
present thereat may adjourn the meeting from time to time, without notice 
other than announcement of the meeting, until a quorum shall be present.

3.09          Unless otherwise restricted by the certificate of incorporation or
these by-laws, any action required or permitted to be taken at any meeting of
the board of directors or of any committee thereof may be taken without a
meeting if all members of the board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the board or committee.

3.10          Unless otherwise restricted by the certificate of incorporation or
these by-laws, members of the board of directors, or any committee designated by
the board of directors, may participate in a meeting of the board of directors,
or any committee designated by the board of directors, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at the meeting.

COMMITTEES OF DIRECTORS

3.11          The board of directors may, by resolution passed by a majority 
of the whole board of directors, designate one or more committees, each 
committee to consist of one or more of the directors of the corporation.  The 
board may designate one or more directors as alternate members of any 
committee, who may replace any absent or disqualified member at any meeting 
of the committee.

         In absence or disqualification of a member of a committee, the member
or members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
member of the board of directors to act at the meeting in the place of any such
absent or disqualified member.

         Any such committee, to the extent provided in the resolution of the
board of directors, shall have and may exercise all the powers and authority of
the board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the certificate of incorporation (except that
a committee may, to the extent authorized in the resolution or resolutions
providing for the issuance of shares of stock adopted by the board of directors
as provided in Section 151(a) fix any of the preferences or rights of such
shares relating to dividends, redemption, dissolution, any distribution of
assets of the corporation or the conversion into, or the exchange of such shares
for, shares of 

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any other class or classes or any other series of the same or any other class 
or classes of stock of the corporation) adopting an agreement of merger or 
consolidation, recommending to the stockholders the sale, lease or exchange 
of all or substantially all of the corporation's property and assets, 
recommending to the stockholders a dissolution of the corporation or a 
revocation of a dissolution, or amending the by-laws of the corporation; and 
unless the resolution or the certificate of incorporation expressly so 
provides, no such committee shall have the power or authority to declare a 
dividend or to authorize the issuance of stock or to adopt a certificate of 
ownership and merger.  Such committee or committees shall have such name or 
names as may be determined from time to time by resolution adopted by the 
board of directors.

3.12          Each committee shall keep regular minutes of its meetings and 
report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

3.13          Unless otherwise restricted by the certificate of incorporation or
these by-laws, the board of directors shall have the authority to fix the
compensation of directors.  The directors may be paid their expenses, if any, of
attendance at each meeting of the board of directors and may be paid a fixed sum
for attendance at each meeting of the board of directors or a stated salary as
director.  No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.  Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

REMOVAL OF DIRECTORS

3.14          Unless otherwise restricted by the certificate of incorporation or
these by-laws, any director or the entire board of directors may be removed,
with or without cause, by the holders of a majority of shares entitled to vote
at an election of directors.

                                      ARTICLE IV

                                       NOTICES

4.01          Whenever, under the provisions of the statutes or of the 
certificate of incorporation or of these by-laws, notice is required to be 
given to any director or stockholder, it shall not be construed to mean 
personal notice, but such notice may be given in writing, by mail, addressed 
to such director or stockholder, at his address as it appears on the records 
of the corporation, with postage thereon prepaid, and such notice shall be 
deemed to be given at the time when the same shall be deposited in the United 
States mail.  Notice to directors may also be given by telegram.

4.02          Whenever any notice is required to be given under the provisions
of the statutes or of the certificate of incorporation or of these by-laws, a
waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after 

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the time stated therein, shall be deemed equivalent thereto.

                                      ARTICLE V
                                           
                                       OFFICERS
                                           
5.01          The board of directors shall elect a chief executive officer,
president and secretary, and it may, if it so determines, choose a chairman of
the board and a vice chairman of the board from among its members.  The board of
directors may also choose one or more vice presidents, one or more assistant
secretaries, a treasurer and one or more assistant treasurers.  Each such
officer shall hold office until the first meeting of the board of directors
after the annual meeting of stockholders next succeeding his election, and until
his successor is elected and qualified or until his earlier resignation or
removal.  Any officer may resign at any time upon written notice to the
corporation.  The board of directors may remove any officer with or without
cause at any time, but such removal shall be without prejudice to the
contractual rights of such officer, if any, with the corporation.  Any number of
offices may be held by the same person.  Any vacancy occurring in any office of
the corporation by death, resignation, removal or otherwise may be filled for
the unexpired portion of the term by the board of directors at any regular or
special meeting.

5.02          The officers of the corporation shall have such powers and duties
in the management of the corporation as may be prescribed in a resolution by the
board of directors and, to the extent not so provided, as generally pertain to
their respective offices, subject to the control of the board of directors.  The
board of directors may require any officer, agent or employee to give security
for the faithful performance of his duties.

                                      ARTICLE VI
                                           
                                CERTIFICATE FOR SHARES
                                           
6.01          The shares of the corporation shall be represented by a 
certificate or shall be uncertificated.  Certificates shall be signed by, or 
in the name of the corporation by, the chairman or vice-chairman of the board 
of directors, or the president or a vice-president and the treasurer or an 
assistant treasurer, or the secretary or an assistant secretary of the 
corporation.

6.02          Upon the face or back of each stock certificate issued to 
represent any partly paid shares, or upon the books and records of the 
corporation in the case of uncertificated partly paid shares, shall be set 
forth the total amount of the consideration to be paid therefor and the 
amount paid thereon shall be stated.

6.03          If the corporation shall be authorized to issue more than one 
class of stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series

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thereof and the qualification, limitations or restrictions of such 
preferences and/or rights, shall be set forth in full or summarized on the 
face or back of the certificate which the corporation shall issue to 
represent such class or series of stock, provided that, except as otherwise 
provided in Section 202 of the General Corporation Law of Delaware, in lieu 
of the foregoing requirements, there may be set forth on the face or back of 
the certificate which the corporation shall issue to represent such class or 
series of stock, a statement that the corporation will furnish without charge 
to each stockholder who so requests, the powers, designations, preferences 
and relative, participating, optional or other special rights of each class 
of stock or series thereof and the qualifications, limitations or 
restrictions of such preferences and/or rights.

6.04          Within a reasonable time after the issuance or transfer of
uncertificated stock, the corporation shall send to the registered owner thereof
a written notice containing the information required to be set forth or stated
on certificates pursuant to Section 151, 156, 202(a) or 218(a) or a statement
that the corporation will furnish without charge to each stockholder who so
requests, the powers, designations, preferences and relative participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights.

6.05          Any of or all the signatures on a certificate may be facsimile.
In case any officer, transfer agent or registrar who has signed or whose 
facsimile signature has been placed upon a certificate shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued, 
it may be issued by the corporation with the same effect as if he were such 
officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

6.06          The board of directors may direct a new certificate or 
certificates or uncertificated shares to be issued in place of any certificate
or certificates theretofore issued by the corporation alleged to have been 
lost, stolen or destroyed, upon the making of an affidavit of that fact by 
the person claiming the certificate of stock to be lost, stolen or destroyed. 
When authorizing such issue of a new certificate or certificates or 
uncertificated shares, the board of directors may, in its discretion and as a 
condition precedent to the issuance thereof, require the owner of such lost, 
stolen or destroyed certificate or certificates, or his representative, to 
advertise the same in such manner as it shall require and/or to give the 
corporation a bond in such sum as it may direct as indemnity against any 
claim that may be made against the corporation with respect to the 
certificate alleged to have been lost, stolen or destroyed.

TRANSFER OF STOCK

6.07          Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignation or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and 

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record the transaction upon its books. Upon receipt of proper transfer 
instructions from the registered owner of uncertificated shares, such 
uncertificated shares shall be cancelled and issuance of new equivalent 
uncertificated shares or certificated shares shall be made to the person 
entitled thereto and the transaction shall be recorded upon the books of the 
corporation.

FIXING RECORD DATE

6.08          In order that the corporation may determine the stockholders 
entitled to notice of or to vote at any meeting of stockholders or any 
adjournment thereof, or to express consent to corporate action in writing 
without a meeting, or entitled to receive payment of any dividend or other 
distribution or allotment of any rights, or entitled to exercise any rights 
in respect of any change, conversion or exchange of stock or for the purpose 
of any other lawful action, the board of directors may fix a record date, 
which record date shall not precede the date upon which the resolution fixing 
the record date is adopted by the board of directors and which record date: 
(1) in the case of determination of stockholders entitled to vote at any 
meeting of stockholders or adjournment thereof, shall not be more than sixty 
(60) nor less than ten (10) days before the date of such meeting; (2) in the 
case of determination of stockholders entitled to express consent to 
corporate action in writing without a meeting, shall not be more than ten 
(10) days from the date upon which the resolution fixing the record date is 
adopted by the board of directors; and (3) in the case of any other action, 
shall not be more than sixty (60) days prior to such other action.  If no 
record date is fixed: (1) the record date for determining stockholders 
entitled to notice of or to vote at a meeting of stockholders shall be at the 
close of business on the day next preceding the day on which the notice is 
given, or, if notice is waived, at the close of business on the day next 
preceding the day on which the meeting is held; (2) the record date for 
determining stockholders entitled to express consent to corporate action in 
writing without a meeting when no prior action of the board of directors is 
required by law, shall be the first date on which a signed written consent 
setting forth the action taken or proposed to be taken is delivered to the 
corporation in accordance with applicable law, or, if prior action by the 
board of directors is required by law, shall be at the close of business on 
the day on which the board of directors adopts the resolution taking such 
prior action; and (3) the record date for determining stockholders for any 
other purpose shall be at the close of business on the day on which the board 
of directors adopts the resolution relating thereto.  A determination of 
stockholders of record entitled to notice of or to vote at a meeting of 
stockholders shall apply to any adjournment of the meeting; provided, however,
that the board of directors may fix a new record date for the adjourned meeting.

REGISTERED STOCKHOLDERS

6.09          The corporation shall be entitled to recognize the exclusive right
of a person registered on its books as the owner of shares to receive dividends,
and to vote as such owner, and to hold liable for calls and assessments a person
registered on its books as the owner of shares, and shall not be bound to
recognize any equitable or 

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other claim to or interest in such share or shares on the part of any other 
person, whether or not it shall have express or other notices thereof, except 
as otherwise provided by the laws of Delaware.

                                     ARTICLE VII
                                           
                                  GENERAL PROVISIONS
                                           
DIVIDENDS

7.01          Dividends upon the capital stock of the corporation, subject to 
the provisions of the certificate of incorporation, if any, may be declared by
the board of directors at any regular or special meeting, pursuant to law. 
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.

7.02          Before payment of any dividend, there may be set aside out of any
funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

ANNUAL STATEMENT

7.03          The board of directors shall present at each annual meeting, and
at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
corporation.

CHECKS

7.04          All checks or demands for money and notes of the corporation shall
be signed by such officer or officers or such other person or persons as the 
board of directors may from time to time designate.

FISCAL YEAR

7.05          The fiscal year of the corporation shall be fixed by resolution 
of the board of directors.

SEAL

7.06          The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate Seal,
Delaware."  The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or 

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reproduced or otherwise.

INDEMNIFICATION

7.07          The corporation shall indemnify its officers, directors, employees
and agents to the extent permitted by the General Corporation Law of Delaware.

                                     ARTICLE VII
                                           
                                      AMENDMENTS
                                           
8.01          These by-laws may be altered, amended or repealed or new by-laws
may be adopted by the stockholders or by the board of directors, when such 
power is conferred upon the board of directors by the certificate of 
incorporation, at any regular meeting of the stockholders or of the board of 
directors or at any special meeting of the stockholders or of the board of 
directors if notice of such alteration, amendment, repeal or adoption of new 
by-laws be contained in the notice of such special meeting.  If the power to 
adopt, amend or repeal by-laws is conferred upon the board of directors by 
the certificate of incorporation, it shall not divest or limit the power of 
the stockholders to adopt, amend or repeal by-laws.