EXHIBIT 23.4
 
                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
   
As independent public accountants, we hereby consent to the incorporation by
reference in this Amendment No. 1 to the Registration Statement 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
NOVEMBER 6, 1997