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                                                                    EXHIBIT 99.3
                               US XCHANGE, L.L.C.

                     OFFER TO EXCHANGE ITS 15% SENIOR NOTES
                    DUE JULY 1, 2008 FOR ALL ITS OUTSTANDING
                       15% SENIOR NOTES DUE JULY 1, 2008


To:  Brokers, Dealers, Commercial Banks,
     Trust Companies and Other Nominees:


     US Xchange, L.L.C., a Michigan limited liability company (the "Company"),
is offering, upon and subject to the terms and conditions set forth in the
Prospectus, dated ______________, 1998 (the "Prospectus"), and the enclosed
Letter of Transmittal (the "Letter of Transmittal"), to exchange (the "Exchange
Offer") its 15% Senior Notes due July 1, 2008 (the "Exchange Notes"), which
have been registered under the Securities Act of 1933, as amended, for any and
all of its outstanding 15% Senior Notes due July 1, 2008 (the "Private Notes"
and together with the Exchange Notes, the "Notes").  The Exchange Offer is
being made in order to satisfy certain obligations of the Company contained in
the Registration Rights Agreement dated June 25, 1998, between the Company and
Morgan Stanley & Co. Incorporated.

     We are requesting that you contact your clients for whom you hold Private
Notes regarding the Exchange Offer.  For your information and for forwarding to
your clients for whom you hold Private Notes registered in your name or in the
name of your nominee, or who hold Private Notes registered in their own names,
we are enclosing the following documents:

            1.   The Prospectus;

            2.   The Letter of Transmittal for your use and for
                 the information of your clients;

            3.   A Notice of Guaranteed Delivery to be used to
                 accept the Exchange Offer if certificates for Private Notes
                 are not immediately available or time will not permit all
                 required documents to reach the Exchange Agent prior to the
                 Expiration Date (as defined below) or if the procedure for
                 book-entry transfer cannot be completed on a timely basis;

            4.   A form of letter which may be sent to your
                 clients for whose account you hold Private Notes registered in
                 your name or the name of your nominee, with space provided for
                 obtaining such clients' instructions with regard to the
                 Exchange Offer;

            5.   Guidelines for Certification of Taxpayer
                 Identification Number on Substitute Form W-9; and

            6.   Return envelopes addressed to The Bank of New
                 York, the Exchange Agent for the Private Notes.

     YOUR PROMPT ACTION IS REQUESTED.  THE EXCHANGE OFFER WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON _________________, 1998, UNLESS EXTENDED BY THE
COMPANY (THE "EXPIRATION DATE").  PRIVATE NOTES TENDERED PURSUANT TO THE
EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME BEFORE THE EXPIRATION DATE.

     To participate in the Exchange Offer, a duly executed and properly
completed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees and any other required documents, should be sent to the
Exchange Agent and certificates representing Private Notes should be delivered
to the Exchange Agent, all in accordance with the instructions set forth in the
Letter of Transmittal and the Prospectus.

     

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     If holders of Private Notes wish to tender, but it is impracticable for
them to forward their certificates for Private Notes prior to the expiration of
the Exchange Offer or to comply with the book-entry transfer procedures on a
timely basis, a tender may be effected by following the guaranteed delivery
procedures described in the Prospectus under "The Exchange Offer--Guaranteed
Delivery Procedures."

     The Company will not pay any fees or commissions to brokers, dealers or
other persons for soliciting exchanges of Notes pursuant to the Exchange Offer.
The Company will, however, upon request, reimburse brokers, dealers,
commercial banks and trust companies for reasonable and necessary costs and
expenses incurred by them in forwarding the Prospectus and the related
documents to the beneficial owners of Private Notes held by them as nominee or
in a fiduciary capacity.  The Company will pay or cause to be paid all stock
transfer taxes applicable to the exchange of Private Notes pursuant to the
Exchange Offer, except as set forth in Instruction 6 of the Letter of
Transmittal.

     Any inquiries you may have with respect to the Exchange Offer, or requests
for additional copies of the enclosed materials, should be directed to The Bank
of New York, the Exchange Agent, at its address and telephone number set forth
on the front of the Letter of Transmittal.

                                        Very truly yours,



                                        US XCHANGE, L.L.C.


     NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR
ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER
OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY
MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.


Enclosures