FILED PURSUANT TO RULE 424(B)(3)
                                                      REGISTRATION NO. 333-37377


PROSPECTUS SUPPLEMENT
(To Joint Proxy Statement/Prospectus dated November 7, 1997)


                                 104,163 SHARES
                             LCI INTERNATIONAL, INC.
                                  COMMON STOCK


         This  Prospectus  Supplement  is a part  of,  and  should  be  read  in
conjunction  with, the Joint Proxy  Statement/Prospectus  of LCI  International,
Inc. ("LCI") dated November 7, 1997 (the  "Prospectus").  Capitalized  terms not
otherwise  defined in this  Prospectus  Supplement  shall have the  meanings set
forth for such terms in the Prospectus.

         The Registration  Statement of which the Prospectus forms a part covers
an aggregate of 16,515,025  shares of LCI Common Stock,  including up to 104,163
shares of LCI Common Stock that may be issued upon the exercise of USLD Warrants
to purchase  112,499 shares of USLD Common Stock  (assuming an Exchange Ratio of
 .9259, the highest Exchange Ratio provided for in the Merger  Agreement,  except
for any ratio  agreed to by LCI in order to  prevent  termination  of the Merger
Agreement).  In the event that such USLD  Warrants  are  exercised  prior to the
Effective  Time,  the holders of such USLD Warrants will receive  shares of USLD
Common Stock prior to the Effective  Time and the holders of such shares of USLD
Common Stock at the  Effective  Time will receive  shares of LCI Common Stock in
the form of Merger  Consideration  in  accordance  with the terms of the  Merger
Agreement.  In the event that the USLD Warrants are not  exercised  prior to the
Effective Time, the USLD Warrants will be assumed by LCI and constitute warrants
to purchase shares of LCI Common Stock ("Assumed Warrants"), as set forth in the
Prospectus and the Merger  Agreement.  In such case, upon proper exercise of the
Assumed Warrants,  LCI shall issue such number of the shares of LCI Common Stock
to the holders of such Assumed Warrants as is required  pursuant to the terms of
the Merger Agreement.

         This  Prospectus  Supplement  covers up to 104,163 shares of LCI Common
Stock  that may be  issued  upon the  exercise  of  Assumed  Warrants  after the
Effective  Time and on or prior to  January  16,  1998.  No shares of LCI Common
Stock may be issued pursuant to this  Prospectus  Supplement with respect to the
exercise of any Assumed Warrants after January 16, 1998. The Company may receive
up to $3.50 per share of LCI Common  Stock in  connection  with the  exercise of
Assumed  Warrants.  The Prospectus,  together with this  Prospectus  Supplement,
constitutes  the  prospectus  required to be  delivered  by Section  5(b) of the
Securities  Act with  respect to the shares of LCI Common  Stock  issuable  upon
exercise of the Assumed Warrants.

         In  addition  to  the  documents   incorporated  by  reference  in  the
Prospectus,  LCI is incorporating  by reference into this Prospectus  Supplement
any additional  documents  that it files with the  Commission  during the period
from the date of the Special Meetings to and including January 16, 1998.

         SEE "CERTAIN CONSIDERATIONS" BEGINNING ON PAGE 12 OF THE PROSPECTUS FOR
A DISCUSSION OF CERTAIN MATTERS TO BE CONSIDERED BY HOLDERS OF ASSUMED WARRANTS.


  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
  EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
   AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
 ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
                               A CRIMINAL OFFENSE.
                                -----------------

           The date of this Prospectus Supplement is December 12, 1997