UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.   20549

                                FORM 10-Q

/ X /     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
          SECURITIES EXCHANGE ACT OF 1934.

          For the quarterly period ended December 31, 1996.

                                   OR

/   /     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
          SECURITIES EXCHANGE ACT OF 1934.

          For the transition period from           to          .
                                        ----------   ----------

                    Commission File Number:  0-23172

                       NETWORK LONG DISTANCE, INC.
          -----------------------------------------------------
         (Exact Name of Registrant as Specified in its Charter)

               DELAWARE                                 77-1122018
    -------------------------------              ------------------------
    (State or Other Jurisdiction of              (I.R.S. Employer Identi-
    Incorporation or Organization)                  fication Number)

                           525 FLORIDA STREET
                     BATON ROUGE, LOUISIANA   70801
       ----------------------------------------------------------
       Address of Principal Executive Offices, Including Zip Code

                             (504) 343-3125
           ---------------------------------------------------
          (Registrant's Telephone Number, Including Area Code)


Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter periods
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     
                               ------    ------

There were 6,767,639 shares of the Registrant's $.0001 par value common
stock issued and outstanding as of December 31, 1996.

<PAGE>

              NETWORK LONG DISTANCE, INC. AND SUBSIDIARIES

                           INDEX TO FORM 10-Q

                 FOR THE QUARTER ENDED DECEMBER 31, 1996


                                                                     Page

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements:

    Consolidated Balance Sheets
      December 31, 1996 and March 31, 1996. . . . . . . . . . .         2

    Consolidated Statements of Income
      Three months and nine months ended December 31, 1996
       and 1995 . . . . . . . . . . . . . . . . . . . . . . . .         3

    Consolidated Statements of Cash Flows
      Nine months ended December 31, 1996 and 1995. . . . . . .         4

  Notes to Consolidated Financial Statements. . . . . . . . . .       5-6

Item 2.  Management's Discussion and Analysis of Financial Condition
        and Results of Operations . . . . . . . . . . . . . . .       6-8


PART II - OTHER INFORMATION

Exhibits and Current Reports on Form 8-K. . . . . . . . . . . .         9

SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . .        10







<PAGE>

              NETWORK LONG DISTANCE, INC. AND SUBSIDIARIES

                       CONSOLIDATED BALANCE SHEETS


                                               DECEMBER 31, 1996   MARCH 31,
                                                   UNAUDITED        1996
                                                  ----------      ----------
ASSETS
Current assets
 Cash and cash equivalents                         $  641,600     $  892,572 
 Accounts receivable, net of allowance
   for doubtful accounts of $2,071,000
   and $1,001,000 at December 31, 1996,
   and March 31, 1996 respectively                  8,402,502      9,325,997 
 Other receivables                                    670,242        708,962 
 Deferred income tax asset                            586,564              0 
 Other current assets                                 416,048        668,231 
                                                   ----------     ---------- 
     Total current assets                          10,716,956     11,595,762 

Property and equipment
 Land                                                  75,000         75,000 
 Building and improvements                            729,305        697,285 
 Telecommunications equipment                       1,399,864      2,338,866 
 Furniture and fixtures                             1,728,989      1,371,197 
                                                   ----------     ---------- 
                                                    3,933,158      4,482,348 
 Less accumulated depreciation                     (2,121,917)    (1,758,936)
                                                   ----------     ---------- 
     Total property and equipment, net              1,811,241      2,723,412 

Customer acquisition costs, Net                     6,022,037      5,002,702 
Goodwill, Net                                       2,579,701      3,358,081 
Other intangibles, net                                222,904        412,219 
Other assets                                          515,226        218,940 
                                                   ----------     ---------- 
     Total assets                                 $21,868,064    $23,311,116 
                                                   ==========     ========== 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
 Short-term debt and current maturities
   of long-term debt                              $ 1,117,685    $   202,280 
 Accounts payable                                     231,251      1,657,423 
 Accrued telecommunications cost                    4,837,239      2,736,999 
 Other accrued liabilities                          1,928,924      1,152,591 
 Customer deposits                                    132,990        176,210 
 Deferred income tax liability                              0        242,872 
 Current maturities of capital
   lease obligations                                   92,994         82,855 
                                                   ----------     ---------- 
Total current liabilities                           8,341,083      6,251,230 

Deferred income tax liability                               0         58,201 

Long-Term Debt                                      2,834,716      2,889,138 

Capital Lease Obligation                               33,202        126,481 

Series A convertible preferred stock -
   $.01 par value; 25,000,000 shares
   authorized; no shares issued and
   outstanding at December 31, 1996,
   and March 31, 1996.                                      0              0 

Stockholders' equity
 Common stock - $.0001 par value;
   20,000,000 shares authorized;
   6,767,639 and 6,523,878 shares
   issued and outstanding at December 31,
   1996 and March 31, 1996, respectively                  677            652 
 Additional paid-in capital                        14,787,036     12,970,833 
 Retained earnings                                 (4,036,360)     1,106,871 
 Treasury stock                                       (92,290)       (92,290)
                                                   ----------     ---------- 
      Total stockholders' equity                   10,659,063     13,986,066 
                                                   ----------     ---------- 
     Total liabilities and
      stockholders' equity                        $21,868,064    $23,311,116 
                                                   ==========     ========== 

             See notes to consolidated financial statements.

                                   -2-

<PAGE>

              NETWORK LONG DISTANCE, INC. AND SUBSIDIARIES

                    CONSOLIDATED STATEMENTS OF INCOME
                               (Unaudited)

                               Three Months ended         Nine Months ended
                                  December 31,               December 31,
                              ---------------------     --------------------
                               1996         1995          1996        1995
                               ----         ----          ----        ----
Revenues (including
 excise taxes of $342,561
 and $242,907 for the
 three months ended
 December 31, 1996 and
 1995, respectively and
 $1,074,000 and $592,014
 for the nine months
 ended December 31, 1996
 and 1995 respectively)     $14,384,688  $11,465,271  $44,029,652  $31,294,438

Operating expenses:
 Telecommunications costs    10,201,738    8,209,529   30,901,479   22,885,397
 Selling, general and
  administrative               3,855,657   2,496,976   10,661,864    6,479,602
 Depreciation and
  amortization                   465,941     370,763    1,326,503      771,467
 Provision for losses
  on accounts receivable       1,988,486     (30,982)   2,663,463      143,314
 Provision to reduce
  carrying value of
  certain assets               4,050,000           0    4,050,000            0
                              ----------  ----------   ----------   ----------

Total operating expenses      20,561,822  11,046,286   49,603,309   30,279,780
                              ----------  ----------   ----------   ----------

Operating income              (6,177,134)    418,985   (5,573,657)   1,014,658
Interest (income)
 expense, net                    141,486      77,617      397,065      157,395
Other (income)
 expense, net                          0           0            0      (22,827)
                              ----------  ----------   ----------   ----------

Income before income taxes    (6,318,620)    341,368   (5,970,722)     880,090
Provision (benefit) for
 income taxes                   (953,001)     94,791     (709,186)     262,914
                              ----------  ----------   ----------   ---------- 
Net income applicable to
 common stockholders          (5,365,619)    246,577   (5,261,536)     617,176

Proforma Adjustment (Note 1):
 Income tax provision                  0      44,366        4,700      104,511
                              ----------  ----------   ----------   ----------

Proforma Net Income
 applicable to common
 stockholders                $(5,365,619) $  202,211  $(5,266,236)  $  512,665
                              ==========  ==========   ==========   ==========

Earnings per common share     $    (0.87) $     0.04   $    (0.87)  $     0.12
                              ==========  ==========   ==========   ==========

Proforma earnings per
 common share                        n/a  $     0.03   $    (0.87)  $     0.10
                              ==========  ==========   ==========   ==========


             See notes to consolidated financial statements.

                                   -3-

<PAGE>

              NETWORK LONG DISTANCE, INC. AND SUBSIDIARIES

                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (Unaudited)


                                                      For the Nine months
                                                      ended December 31, 
                                                   -------------------------
                                                      1996           1995
                                                   ----------     ----------

CASH FLOWS FROM OPERATING ACTIVITIES
 Net income (loss)                                $(5,261,536)   $   617,176 
 Adjustments to reconcile net income
   to net cash provided by (used in)
   operating activities:
     Depreciation                                     377,166        413,086 
     Amortization                                     949,337        358,381 
     Provision for losses on
       accounts receivable                          2,663,463        143,314 
     Provision (benefit) for deferred
       income taxes                                (1,157,374)       193,014 
     Provision for employee stock
       incentive plan                                  38,061         38,064 
     Loss on impairment of intangibles              4,050,000              0 
     Changes in assets and liabilities,
       net of effect of business
       combinations:
       Increase in accounts receivable             (1,094,348)    (3,041,378)
       Decrease (increase) in other
        receivables                                    38,720         (9,568)
       Increase (decrease) in other assets            218,596       (722,380)
       Decrease in accrued line costs               1,572,185      1,496,599 
       (Decrease) Increase  in accounts
        payable                                    (1,455,721)       726,725 
       Increase (Decrease) in accrued
        liabilities                                   646,869        (71,240)
                                                   ----------     ---------- 
 Net cash provided by operating activities          1,585,418        141,793 
                                                   ----------     ---------- 

CASH FLOWS FROM INVESTING ACTIVITIES
 Capital expenditures                                (238,355)    (1,836,295)
 Acquisition and related costs                     (3,829,181)    (2,219,256)
 Increase in intangible assets                         92,399       (320,019)
 Proceeds from sale of equipment                      764,363              0 
 Proceeds from the sale of short
  term investments                                          0      1,558,562 
                                                   ----------     ---------- 
 Net cash used in investing activities             (3,210,774)    (2,817,008)
                                                   ----------     ---------- 
CASH FLOWS FROM FINANCING ACTIVITIES
 Borrowings                                        21,879,904      8,890,151 
 Principal payments on debt                       (20,978,803)    (5,746,769)
 Decrease in capital lease obligation                 (63,305)       (54,601)
 Dividends on common stock                                  0        (36,386)
                                                   ----------     ---------- 
 Net cash provided by financing activities            837,796      3,052,395 
                                                   ----------     ---------- 

   Net increase (decrease) in cash
    and cash equivalents                             (787,560)       377,180 

   Effect of change in fiscal year-end of UWI         536,588              0 

Cash and cash equivalents at beginning
 of period                                            892,572        523,267 
                                                   ----------     ---------- 

Cash and cash equivalents at end of period         $  641,600     $  900,447 
                                                   ==========     ========== 




            See notes to consolidated financial statements.

                                   -4-

<PAGE>

              NETWORK LONG DISTANCE, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - MERGER

On November 15, 1996, Network Long Distance, Inc. (Network), merged with
United Wats, Inc. (UWI) and in connection therewith issued 2,277,780 shares
of common stock for all of UWI's common stock (the Merger).  The Merger was
accounted for as a pooling-of-interests and, accordingly, the Network
financial statements for periods prior to the Merger have been restated to
include the results of UWI for all periods presented.  Separate and
combined results of operations are as follows:

                                     For the                  For the
                               Three months ended        Nine months ended
                                  December 31,              December 31,
                               1996         1995         1996         1995
                               ----         ----         ----         ----
Revenues:

  Network                  $ 9,029,149  $ 8,292,719  $29,226,114  $24,196,455

  UWI                        5,355,539    3,172,552   14,803,538    7,097,983
                           -----------  -----------  -----------  -----------
    Combined               $14,384,688  $11,465,271  $44,029,652  $31,294,438
                           ===========  ===========  ===========  ===========

Income (Loss) before
 income taxes:

  Network                  $(6,670,662) $   137,781  $(6,736,886) $   373,129

  UWI                          352,042      203,587      766,164      506,961
                           -----------  -----------  -----------  -----------
    Combined               $(6,318,620) $   341,368  $(5,970,722) $   880,090
                           ===========  ===========  ===========  ===========


Prior to the Merger, UWI utilized a December 31 fiscal year end.  For
purposes of the consolidated balance sheets, the March 31, 1996 and
December 31, 1996 consolidated balance sheets of Network have been
consolidated with the balance sheets of UWI as of December 31, 1995 and
December 31, 1996, respectively.  The consolidated statements of income
of Network for the three month and nine month periods ended December 31, 1996
and December 31, 1995 have been consolidated with the results of UWI for the
three months and nine months ended December 31, 1996 and September 30, 1995,
respectively. The consolidated statements of cash flows of Network for the
nine months ended December 31, 1996 and  December 31, 1995 have been
consolidated with the results of UWI for the nine months ended December 31,
1996 and September 30, 1995, respectively.  The combined companies of
Network and UWI are hereinafter referred to as the "Company."

NOTE 2 - BASIS OF PRESENTATION

The financial statements included herein are unaudited and have been
prepared in accordance with generally accepted accounting principles for
interim financial reporting and Securities and Exchange Commission
regulations.  Certain reclassification have been made to the balance sheet
dated March 31, 1996 in order to conform to the balance sheet dated
December 31, 1996.  Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to
such rules and regulations. In the opinion of management, the financial
statements reflect all adjustments (of a normal and recurring nature) which
are necessary to present fairly the financial position, results of
operations and cash flows for the interim periods.

NOTE 3 - ACQUISITIONS

In May 1996, the Company purchased substantially all of the customer base 
of Universal Network Services,

                                   -5-

<PAGE>

Inc. including the related accounts receivable valued at $776,000  for
approximately 243,750 shares of common stock valued at approximately
$1,825,000,  and cash of approximately $3,628,000.  The Company has
initially allocated approximately $2,100,000 to customer base and
$2,600,000 to goodwill with estimated useful lives of 7.5 years and 30
years, respectively.  The following represents the proforma results of
operations of the Company and Universal Network Services, Inc. for the Nine
months ending December 31, 1996.

                               For the Nine Months Ended
                               -------------------------

                                   December 31, 1996
                                   -----------------

Revenues                               $45,612,993 

Net Income (Loss)                      $(5,898,351)
                                       =========== 

E.P.S.                                 $    (0.968)
                                       =========== 


The initial purchase price allocations for the fiscal year 1997
acquisitions were based on estimates as the Company is waiting for more
detailed information concerning the current values of certain assets.  As
a result, the final purchase price allocations may differ from the
presented estimates.  To identify the intangibles acquired in these
purchases, the Company employs a series of projections of the acquired
customer bases.  These projections utilize cash flow models and historic
and projected attrition rates to quantify the values allocated to the
various acquired intangibles and the related useful lives.  Management
believes such projections are achievable based on the current results of
the Company's operations.

NOTE 4 - REDUCTION IN CARRYING VALUE OF CERTAIN ASSETS

During the three month period ended December 31, 1996 the Company incurred
non-cash charges related to a reduction in the carrying value of intangible
assets associated with certain acquisitions.  The contractual agreements
related to the Company's acquisitions of certain customer bases required
certain re-evaluations as of October 31, 1996.  As a result, Management
revised estimates of the recoverability of these intangible assets resulting
in a non-cash, pretax charge of $4,050,000.  On a pretax basis the
write-down included $2,740,000 for goodwill and $60,000 for customer 
acquisition costs associated with the purchase of selected assets from
Value Tel, Inc., $774,000 for goodwill and $176,000 for customer acquisition
costs associated with the purchase of selected assets from Colorado River
Communications Corp., and $300,000 for customer acquisition costs
associated with the purchase of selected assets from Quantum
Communications, Inc.  The fair values of these assets were determined by
estimating the present value of future cash flows to be generated by these
assets.

NOTE 5 - NET INCOME (LOSS) PER SHARE

Net income (loss) per share was calculated based on the following number of
common and common equivalent shares outstanding: 6,082,354 and 5,805,192
for the three months ended December 31, 1996 and 1995, respectively, and
6,039,100 and 5,370,551 for the nine months ended December 31, 1996 and
1995, respectively.

NOTE 6 - SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

For the nine months ended December 31, 1996 and 1995, interest paid
amounted to $401,000 and $99,000, respectively.  Income taxes paid by the
Company during the nine months ended December 31, 1996 and 1995 was
$170,000 and $231,000, respectively.

                   MANAGEMENT'S DISCUSSION & ANALYSIS
                         OF FINANCIAL CONDITION
                         & RESULTS OF OPERATIONS

The following is a discussion of the consolidated financial condition and
results of operations of the Company for the three months and nine months
ended December 31, 1996 and 1995 after giving effect to the mergers with
United Wats, Inc. (UWI) and Long Distance Telecom, Inc. dba Blue Ridge
Telephone (Blue Ridge), which were accounted for as a pooling of interests. 
The information should be read in conjunction with the Company's
Consolidated Financial Statements and the  Notes thereto.

Certain statements set forth in Management's Discussion and Analysis of
Financial Condition and Results of Operations, which are not historical
facts, are forward-looking statements under the Private Securities
Litigation Reform Act of 1995

                                  -6-

<PAGE>

that are subject to risks and uncertainties that could cause actual results
to differ materially from those set forth in the forward-looking statements.
Among the factors that could cause actual future results to differ materially
are competitive pressures, the timing and technique used in marketing by 
third-party distributors and the market acceptance of certain services.

RESULTS OF OPERATIONS

For the three months ended December 31, 1996, revenues, inclusive of excise
taxes and fees, were $14,384,688, compared to $11,465,271 for the third
fiscal quarter of 1996, an increase of 25.5% and $44,029,652 for the nine
months ended December 31, 1996 compared to $31,294,438 for the same period
in 1995, an increase of 40.7%.  The rise in revenues reflects an overall
increase in long distance calling volume resulting from the enhanced sales
efforts of the Company's nationwide retail, agent, and affinity marketing
divisions; and from new calling traffic generated by the Company's expanded
acquisition program, see Note 3 to the Financial Statements.

Cost for telecommunications for the three months ended December 31, 1996
were $10,201,738, representing approximately 70.9% of revenue, compared to
$8,209,529, representing 71.6% of revenue for the same period in 1995.  
For the nine month period ended December 31, 1996, cost of
telecommunications were $30,901,479 representing 70.2% of revenue, compared
to $22,885,397 representing 73.1% of revenue for the same period in 1995. 
This reduction as a percentage of revenues is a reflection of economies of
scale resulting from the increased calling volume from both internal
generated sales and through the Company's mergers and acquisition activity. 

Selling, general and administrative expenses were $3,855,657 for the three
months ended December 31, 1996, representing 26.8% of revenue.  This
compares with SG&A expense of $2,496,976 for the three months ended
December 31, 1995, representing 21.8% of revenues.  SG&A for the nine month
period ended December 31, 1996 was $10,661,864 or 24.2% of revenue compared
to $6,479,602 or 20.7% of revenues for the same period last year.  The
increases are associated with one-time charges relating to the mergers with
UWI and Blue Ridge and an increase in personnel costs associated with a
build up of operations in anticipation of future revenue growth.

Depreciation and amortization expense was $465,941 for the three months
ended December 31, 1996, representing 3.2% or revenues.  This is compared
to $370,763, or 3.2% of revenue, for the same period in 1995. For the nine
month period ended December 31, 1996, depreciation and amortization expense
was $1,326,503 or 3.0% of revenue compared to $771,467 or 2.5% of revenue
for the same period last year.  This increase is related to the
amortization of the customer bases acquired, primarily those acquired from
Universal Network Services, Inc. and Value Tel, Inc., and from depreciation
of additional equipment acquired during the periods.

The provision for losses on accounts receivable for the three month period
ended December 31, 1996 was $1,988,486 or 13.8% of revenues.  This compared
to $(30,982) or (0.27)% of revenues for the same period in 1995.  For the
nine month period ended December 31, 1996, the provision for losses on
accounts receivable was $2,663,463 or 6.1% of revenues compared to $143,314
or 0.46% of revenues for the same period in 1995.  The increases in the 
provision for losses on accounts receivable is primarily associated with the
Company's on-going effort to clean-up and de-emphasize its wholesale operations
in order to reduce the Company's exposure to this lower margin sector of the
business, the write-off of uncollectible accounts receivable acquired in 
previous acquisitions, and the application of the Company's revised policies
associated with the collection and write-off of accounts receivable.

During the three month period ended December 31, 1996, the Company incurred
non-cash charges related to a reduction in the carrying value of intangible
assets associated with certain acquisitions.  The contractual agreements
related to the Company's acquisition of certain customer bases required certain
re-evaluations as of October 31, 1996.  As a result, management's revised
estimates of the recoverability of these intangible assets resulted in a
non-cash, pretax charge of $4,050,000.  On a pretax basis the write-down 
included $2,740,000 for goodwill and $60,000 for customer acquisition costs
associated with the purchase of selected assets from Value Tel, Inc., $774,000
for goodwill and a $176,000 for customer acquisition costs associated with
the purchase of selected assets from Colorado River Communications Corp.,
and $300,000 for customer acquisition costs associated with the purchase of
selected assets from Quantum Communications, Inc.  In light of these 
reductions, the Company has reviewed its mergers and acquisitions program in 
an effort to reduce its exposure to such reductions as they may relate to any
other acquisitions including purchase price allocations and amortization 
periods.

                                   -7-

<PAGE>

Net income (loss) for the three months ended December 31, 1996 was
$(5,365,619), compared to $246,577 for the same period in 1995.  For the
nine month period ended December 31, 1996, net income was $(5,261,536)
compared to $617,176 for the same period last year.  This decrease in net
income is attributable to the reduction in the carrying value of certain
assets and from the increases in selling, general, and administrative 
expenses and the provision for losses on accounts receivable.

LIQUIDITY AND CAPITAL RESOURCES

For the nine months ended December 31, 1996, the Company's cash flow
provided by operating activities was $1,585,418 compared to cash flow
provided by operating activities of $141,418 for the nine months ended
December 31, 1995.  The Company made significant capital investments in the
first nine months of fiscal year 1997, resulting in cash used in investing
activities of $3,210,774, compared to $2,817,008 of cash used in investing
activities for the nine months ended December 31, 1995.  These investments
included customer base acquisitions, office furniture and fixtures and
leasehold improvements related to the Company's new operations center. 
Included in investing activities is $764,363 of proceeds from the sale of
a DEX switch which is being leased back to the Company.  The Company has
financed these capital expenditures and acquisitions by utilizing its
revolving line of credit and term loan facility.

In May 1996, the Company entered into a $14,250,000 credit facility with a
bank which includes a revolving credit facility and term loan facility. 
Borrowings under the revolving credit portion of the facility may not
exceed the lessor of $11,000,000 minus any reserves the lender may deem
eligible or 85% of eligible receivables.  Borrowings under the revolver
will bear interest at the prime rate plus 0.75%.  Borrowings and unpaid
interest on the revolving facility are repayable in full at maturity of the
facility on June 1, 1999.  The Company is allowed to borrow $3,250,000
under the term loan facility.  The term loan is repayable in 36 equal
monthly installments of $90,278 plus accrued interest.  The term loan will
bear interest at the prime rate plus 3%.  Substantially all of the assets
of the Company are pledged as collateral under the credit facility.

In May 1996, the Company purchased substantially all of the customer base 
of Universal Network Services, Inc. including the related accounts
receivable valued at $776,000  for approximately 243,750 shares of common
stock valued at approximately $1,825,000, and cash of approximately
$3,628,000.  The Company has initially allocated approximately $2,100,000
to customer base and $2,600,000 to goodwill with estimated useful lives of
7.5 years and 30 years, respectively.

On June 30, 1996, Network Long Distance, Inc. (Network), merged with Long
Distance Telecom, Inc. dba Blue Ridge Telephone (Blue Ridge) and in
connection therewith issued 337,058 shares of common stock for all of Blue
Ridge's common stock (the Merger).  The Merger was accounted for as a
pooling-of-interests and, accordingly, the Network financial statements for
periods prior to the Merger have been restated to include the results of
Blue Ridge for all periods presented.  Prior to the Merger, Blue Ridge
operated in the form of a partnership under the name "Telecommunications
Ventures Limited Partnership No. 1 T/A Blue Ridge Telephone."  On June 17,
1996, Blue Ridge changed to a corporate form of organization.  Blue Ridge
did not recognize income tax expense for the periods presented because its
tax attributes flowed to its partners.  The consolidated statements of
income include a pro forma adjustment to reflect a provision for income
taxes on a combined basis as if Blue Ridge had been subject to income tax.

On November 15, 1996, Network Long Distance, Inc. (Network), merged with
United Wats, Inc. (UWI) and in connection therewith issued 2,277,780 shares
of common stock for all of UWI's common stock (the Merger).  The Merger was
accounted for as a pooling-of-interests and, accordingly, the Network
financial statements for periods prior to the Merger have been restated to
include the results of UWI for all periods presented.  Prior to the Merger,
UWI utilized a December 31 fiscal year end.  For purposes of the
consolidated balance sheets, the March 31, 1996 and December 31, 1996
consolidated balance sheets of Network have been consolidated with the
balance sheets of UWI as of December 31, 1995 and December 31, 1996.  The
consolidated statements of income of Network for the three month and nine
month periods ended December 31, 1996 and December 31, 1995 have been
consolidated with the results of UWI for the three months and nine months
ended December 31, 1996 and September 30, 1995, respectively. The
consolidated statements of cash flows of Network for the nine months ended
December 31, 1996 and  December 31, 1995 have been consolidated with the
results of UWI for the nine months ended December 31, 1996 and September
30, 1995, respectively.

                                   -8-

<PAGE>

                                 PART II

                            OTHER INFORMATION

Item 1:   Legal Proceedings
          -----------------

               None

Item 2:   Changes in Securities
          ---------------------

               None

Item 3:   Default Upon Senior Securities
          ------------------------------

               None

Item 4:   Submission of Matters to a Vote of Security Holders
          ---------------------------------------------------

               None

Item 5:   Other Information
          -----------------

               None 

Item 6:   Exhibits and Current Reports on Form 8-K
          ----------------------------------------

               (a)  Exhibits - None.

               (b)  Current reports on Form 8-K

               During the quarter ended December 31, 1996, the Company
               filed the following current reports: Current report on Form
               8-K/A dated September 16, 1996, filed on November 12, 1996,
               reporting under Item 7 Financial Statements,  Current report
               on Form 8-K/A dated September 16, 1996, filed on November
               15, 1996, reporting under Item 7 Financial Statements, 
               Current report on Form 8-K dated November 15, 1996, filed on
               November 25, 1996, reporting under Item 2 Acquisition or
               Disposition of Assets, Current Form 8-K/A dated November 15,
               1996, filed on November 27, 1996, reporting under Item 7
               Financial Statements. After the quarter ended December 31,
               1996, the Company filed a Current report on Form 8-K/A dated
               November 15, 1996, filed on January 14, 1997, reporting
               under Item 7 Financial Statements.



                                   -9-

<PAGE>

                               SIGNATURES
                               ----------

     Pursuant to the requirements 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.

                              NETWORK LONG DISTANCE, INC.



Dated: February 13, 1997      By: /s/ Marc I. Becker 
                                 ----------------------------------------
                                 Marc I. Becker, Executive Vice President
                                 and Chief Operating Officer







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