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                                                                    EXHIBIT 10.9


[DATE]





[NAME]
[ADDRESS]
[ADDRESS]

Dear [Mr./Ms.] [OPTIONEE'S LAST NAME]:

     On behalf of USLD Communications Corp. (the "Company"), I am pleased to 
announce that you (the "Participant") have been awarded, under the terms of 
the 1993 Non-Employee Director Plan of USLD Communications Corp., as amended 
(the "Plan"), a nonqualified stock option to purchase [NO. OF SHARES] shares 
of common stock of the Company (the "Shares"). The option to acquire the 
Shares is awarded and granted upon the following terms and conditions as well 
as those terms, conditions, and limitations as set forth in the Plan, which 
is attached hereto and incorporated herein for all purposes:

     1.   The exercise price for each share of common stock is $[OPTION PRICE].

     2.   For so long as you are a director of the Company, the right to 
exercise such option shall vest as follows:

     (a)  33-1/3% ([ONE THIRD OF SHARES] shares) on [DATE OF FIRST
          VESTING];
     (b)  33-1/3% ([ONE THIRD OF SHARES] shares) on [DATE OF SECOND
          VESTING];
     (c)  33-1/3% ([ONE THIRD OF SHARES] shares) on [DATE OF THIRD
          VESTING].

     3.   Subject to Paragraph 5 herein, the options which have vested in 
accordance with the schedule set forth in Paragraph 2 above may be exercised 
at any time on or before [EXPIRATION DATE].  No partial exercise of such 
option may be for less than 100 full shares.  In no event shall the Company 
be required to transfer fractional shares to the Participant.

     4.   The option granted under this Agreement shall be exercisable from 
time to time, as provided above, by the payment in cash to the Company of the 
purchase price of the shares which the Participant elects to purchase.  The 
Company shall not be required to transfer or deliver any certificate or 
certificates for shares of the Company's common shares purchased

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[OPTIONEE'S NAME]
[DATE]
Page Two



upon exercise of the option granted under this Agreement until all then 
applicable requirements of law have been met.

     5.   Subject to the limitations imposed pursuant to Section 9 of the 
Plan, the option and all rights granted by this Agreement, to the extent 
those rights have not been exercised, will terminate and become null and void 
on [EXPIRATION DATE].  If the Participant dies, the person or persons to whom 
his vested rights under the option shall pass, whether by will or by the 
applicable laws of descent and distribution, may exercise such vested option 
to the extent the Participant was entitled to exercise the option on the date 
of death, at any time within a period of one year after his death, but not 
after [EXPIRATION DATE].

     6.   During the lifetime of the Participant, the option and all rights 
granted in this Agreement shall be exercisable only by the Participant, and 
except as Paragraph 5 otherwise provides, the option and all rights granted 
under this contract shall not be transferred, assigned, pledged or 
hypothecated in any way (whether by operation of law or otherwise), and shall 
not be subject to execution, attachment or similar process.  Upon any attempt 
to transfer, assign, pledge, hypothecate or otherwise dispose of such option 
or of such rights contrary to the provisions in this Agreement, or upon the 
levy of any attachment or similar process upon such option or such rights, 
such option and such rights shall immediately become null and void.

     7.   Notwithstanding the foregoing, upon the sale of substantially all 
of the assets of the Company or change in control of forty percent (40%) of 
the outstanding voting shares of the Company, all non-vested options shall 
immediately vest.

     8.   In the event of any change in the common shares of the Company 
subject to the option granted hereunder, through merger, consolidation, 
reorganization, recapitalization, stock split, stock dividend or other change 
in the corporate structure, without consideration, appropriate adjustment 
shall be made by the Company in the number of shares subject to such option 
and the price per share.  Upon the dissolution or liquidation of the Company 
other than in connection with a transaction to which such Section is 
applicable, the option granted under this Agreement shall terminate and 
become null and void, but the Participant shall have the right immediately 
prior to such dissolution or liquidation to exercise the option granted 
hereunder to the full extent not before exercised.

     9.   Neither the Participant nor his executor, administrator, heirs or 
legatees shall be or have any rights or privileges of a shareholder of the 
Company in respect of the shares transferable upon exercise of the option 
granted under this Agreement, unless and until 

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[OPTIONEE'S NAME]
[DATE]
Page Three



certificates representing such shares shall have been endorsed, transferred 
and delivered and the transferee has caused his/her name to be entered as the 
shareholder of record on the books of the Company.

     10.  The Shares underlying your options have been registered with the 
Securities and Exchange Commission, and the Shares issued upon the exercise 
of your options will be freely tradable, subject, with respect to Shares held 
by "affiliates" of the Company, to compliance with Rule 144 of the Securities 
and Exchange Commission.

     11.  The Company does not attempt to advise you on any consequences 
arising from your acquisition of the Shares through the exercise of the 
option.

     12.  The terms and conditions of the Plan, unless expressly supplemented 
by this Agreement, shall continue unchanged and in full force and effect.  To 
the extent that any terms or provisions of this Agreement are or may be 
deemed expressly inconsistent with any terms or conditions of the Plan, the 
terms of this Agreement shall control.

     13.  The Participant hereby agrees to take whatever additional actions 
and execute whatever additional documents the Company may in its reasonable 
judgment deem necessary or advisable in order to carry out or effect one or 
more of the obligations or restrictions imposed on the Participant pursuant 
to the express provisions of this Agreement.

     14.  The rights of the Participant are subject to modification and 
termination in certain events as provided in this Agreement and the Plan.

     15.  This Agreement shall be governed by, and construed in accordance 
with, the substantive laws of the State of Delaware applicable to contracts 
made and to be wholly performed therein.

     16.  This Agreement may be executed in one or more counterparts, each of 
which shall be deemed to be an original, but all of which together shall 
constitute one and the same instrument.

     17.  This Agreement and the Plan constitute the entire agreement between 
the parties with respect to the subject matter hereof, and supersede all 
previously written or oral negotiations, commitments, representations and 
agreements with respect thereto. 

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[OPTIONEE'S NAME]
[DATE]
Page Four



     If the foregoing represents your understanding of the terms and 
conditions upon which your options have been granted, please execute in the 
space provided below, returning an executed copy to the undersigned.

Sincerely,



Larry M. James
Chairman of the Board, Chief
Executive Officer and President



AGREED:


-------------------------------
[OPTIONEE'S NAME]