EXHIBIT 23.4
 
                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statemnt of our reports dated November 14, 1996
included in USLD Communications Corp.'s Form 10-K for the year ended September
30, 1996 and to all references to our firm included in this Registration
Statement.
 
                                                         /s/ ARTHUR ANDERSEN LLP
 
San Antonio, Texas
October 3, 1997