SECURITIES AND EXCHANGE COMMISSION
                        Washington, DC  20549
                                  
                                  
                             FORM 10-QSB
                                  
     Quarterly  Report  under  Section  13 or  Section  15(d) of the  Securities
Exchange  Act  of  1934  for  the  quarterly  period  ended  December  31,  1996


     Transition Report under Section 13 or 15(d) of the Securities  Exchange Act
of 1934 for the transition period from ______ to ______.
                                  
                                  
                          Commission File No.: 0-22848
                                  
                                  
                            U.S. Wireless Data, Inc.
             (Exact name of registrant as specified in its charter)
                                  
                                  
            Colorado                                       84-1178691
            --------                                       ----------
    (State of incorporation)                    (IRSEmployer Identification No.)


                       4851 Independence Street, Suite 189
                           Wheat Ridge, Colorado 80033
                           ---------------------------
                                  
          (Address of principal executive offices, including zip code)
                                  
                                  
                                  
                                 (303) 431-6858
                                  
              (Registrant's Telephone Number, including area code)
                                  
                                  
                                  
     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past ninety days.

                         Yes __X__          No  ____


     As of December  31,  1996 there were  outstanding  4,983,852  shares of the
Registrant's Common Stock (no par value per share).


Transitional Small Business Disclosure Format

                         Yes  ____          No __X__
                                  
<PAGE>
                                  
                                  
                      U.S. WIRELESS DATA, INC.
                          TABLE OF CONTENTS
                                  
                                  
                                  
PART I         FINANCIAL INFORMATION
                                                          Page

Item 1.        Financial Statements (Unaudited)

          Balance Sheet --
             December 31, 1996                              3

          Statements of Operations --
             Three Months and Six Months Ended 
               December 31, 1996 and 1995                   4

          Statements of Cash Flows --
             Six Months Ended December 31, 1996 and 1995    5

          Notes to Financial Statements                     6-7

Item 2.      Management's Discussion and Analysis           8-9



PART II      OTHER INFORMATION

Item 1.      Material Developments in Connection with Legal
               Proceedings                                  10

Item 3.      Defaults Upon Senior Securities                10

Item 5.      Other Information                              11

Item 6.      Exhibits and Reports on Form 8-K               11

<PAGE>
<TABLE>
<CAPTION>

                                 
                      U.S. WIRELESS DATA, INC.
                            BALANCE SHEET
                             (Unaudited)
                                  
                                  
                                                        December 31,
                                                            1996
                                                            ----
                        ASSETS                                    
<S>                                                 <C> 
Current assets:                                                   
        Cash and cash equivalents                   $       18,428
        Accounts receivable, net of allowance for                 
            doubtful accounts of $19,662                    58,069
        Sales-type lease receivables                        15,020
        Inventory, net                                     448,319
        Other current assets                                      
                                                                60
                                                                --
                 Total current assets                      539,896
                                                                  
Property and equipment, net                                 57,910
Notes receivable                                            27,950
Other assets                                                      
                                                            10,295
                                                            ------
                                                                  
                                                                  
Total assets                                        $      636,051
                                                    ==============
                                                                  
                                                                  
         LIABILITIES AND STOCKHOLDERS' EQUITY                     
                                                                  
Current liabilities:                                             
        Accounts payable                             $     332,688
        Accrued liabilities                                103,355
        Notes payable                                             
                                                           398,666
                                                           -------
                Total current liabilities                         
                                                           834,709
                                                           -------
                                                                  
                                                                  
Stockholders' equity:                                             
        Common stock, no par value, 12,000,000                    
                shares authorized, 4,983,852             4,901,084
                shares issued and outstanding
        Additional paid-in capital                      11,227,111
        Accumulated deficit                                       
                                                       (16,326,853)
                                                       ----------- 
                Total stockholders' equity               (198,658)
                                                                  
                                                                  
Total liabilities and stockholders' equity           $    636,051
                                                     ============

                                  
</TABLE>

                            
                       See Accompanying Notes
                                  
<PAGE>
<TABLE>
<CAPTION>

                      U.S. WIRELESS DATA, INC.
                      STATEMENTS OF OPERATIONS
                             (Unaudited)


                                       Three Months Ended             Six Months Ended
                                       
                                     12/31/96       12/31/95       12/31/96       12/31/95
                                     --------       --------       --------       --------
<S>                               <C>            <C>            <C>            <C> 
Revenue .......................   $   415,695    $   392,084    $   802,913    $   674,219
Cost of goods sold
                                      221,848        359,792        487,297        610,752
                                      -------        -------        -------        -------

Gross margin ..................       193,847         32,292        315,616         63,467

Operating Expenses
       Selling, general and ...       169,619        300,182        340,406        715,993
administrative
       Research and development        95,019        123,518        213,488        250,616
                                       ------        -------        -------        -------

                                      264,638        423,700        553,894        966,609
                                      -------        -------        -------        -------

(Loss) from operations ........       (70,791)      (391,408)      (238,278)      (903,142)


Other income/(expense) ........         1,921         (3,862)         7,888        (18,288)
                                        -----         ------          -----        ------- 


(Loss) from continuing
operations ....................       (68,870)      (395,270)      (230,390)      (921,430)
                                      -------       --------       --------       -------- 


(Loss) from discontinued
operation .....................          --             --             --         (309,206)
                                                                                  -------- 


Net (loss) ....................   $   (68,870)   $  (395,270)   $  (230,390)   $(1,230,636)
                                  ===========    ===========    ===========    =========== 



Net (loss) per share:
       From continuing ........   $      (.01)   $      (.09)   $      (.05)   $      (.21)
operations
       From discontinued
operation .....................          --             --             --             (.07)
                                                                                      ---- 
       Net loss per share .....   $      (.01)   $      (.09)   $      (.05)   $      (.28)
                                  ===========    ===========    ===========    =========== 


Weighted average common shares
outstanding ...................     4,738,458      4,390,910      4,732,261      4,390,910

</TABLE>

                                  
                       See Accompanying Notes

<PAGE>
<TABLE>
<CAPTION>
                                  
                                  
                      U.S. WIRELESS DATA, INC.
                      STATEMENTS OF CASH FLOWS
                             (Unaudited)
                                  
                                             
                                               Six Months Ended
                                             12/31/96    12/31/95
                                             --------    --------
<S>                                         <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:                     
     Net loss ...........................   $(230,390)   $(921,430)
     Depreciation .......................      39,051       23,354
     Changes in assets and liabilities:
          (Increase) decrease in:
               Accounts receivable ......     119,057      269,092
               Inventory ................      46,866      534,028
               Other assets .............      33,088       23,108
          Increase (decrease) in:
               Accounts payable .........      90,301        7,190
               Accrued liabilities
                                             (114,241)     (11,275)
                                             --------      ------- 
               Net cash used in operating     (16,268)     (75,933)
activities

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of equipment and furniture
                                                  500       48,201
                                                  ---       ------
               Net cash used in investing         500       48,201
activities


CASH FLOWS FROM FINANCING ACTIVITIES:
     Note receivable ....................     (27,950)        --
     Repayment of notes payable .........     (21,600)        --
     Net proceeds from issuance of stock
                                               43,396         --
                                               ------           
              Net cash provided by ......      (6,154)        --
financing activities


INCREASE (DECREASE) IN CASH .............     (21,922)     (27,732)


CASH, Beginning of period
                                               40,350      128,381
                                               ------      -------


CASH, End of period .....................   $  18,428    $ 100,649
                                            =========    =========
</TABLE>

                        
                                  
                       See Accompanying Notes
                                  
<PAGE>
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                      U.S. WIRELESS DATA, INC.
                    NOTES TO FINANCIAL STATEMENTS
                             (Unaudited)


Note 1 -- ACCOUNTING PRINCIPLES

   The  balance  sheet  as  of December 31, 1996,  as  well  as  the
   statements  of  operations for the three  and  six  months  ended
   December  31, 1996 and December 31, 1995, and statement  of  cash
   flows  for  the six months ended December 31, 1996  and  December
   31,  1995,  have been prepared by the Company without  an  audit.
   In  the  opinion of management, all adjustments, consisting  only
   of  normal recurring adjustments necessary to present fairly  the
   financial  position,  results of operations  and  cash  flows  at
   December 31, 1996 and for all periods presented have been made.
   
   Certain  information and footnote disclosures  normally  included
   in   the   financial  statements  prepared  in  accordance   with
   generally  accepted accounting principles have been condensed  or
   omitted.   It  is  suggested that these financial  statements  be
   read  in  conjunction  with the financial  statements  and  notes
   thereto  included in the Company's Form 10-KSB  for  fiscal  year
   end  June  30,  1996.   The  results of  operations  for  interim
   periods   presented  are  not  necessarily  indicative   of   the
   operating results for the full year.
   
   
Note 2 -- FINANCIAL CONDITION AND LIQUIDITY
   
   The  Company  has  significant concerns regarding  its  financial
   condition   and   liquidity.   The  Company   has   incurred   an
   accumulated deficit of approximately $16 million since  inception
   and  has incurred additional losses subsequent to the year  ended
   June  30,  1996.   In order to continue as a going  concern,  the
   Company  needs  to: sustain or increase revenue levels,  maintain
   product  margins; secure additional product software and hardware
   development  contracts; successfully deploy its own direct  sales
   organization  for its new CDPD products; generate  positive  cash
   flow  from  operations; and/or secure additional debt  or  equity
   financing.
   
   
Note 3 -- REVENUE RECOGNITION
   
   Direct  sales  are  recognized  upon  shipment  of  products   to
   customers.   Sales to reseller organizations are recognized  upon
   the Company's receipt of payment from the reseller.
   
   
Note 4 -- NET LOSS PER SHARE
   
   Net  loss  per common share is computed by dividing the net  loss
   by  the  weighted average number of common shares outstanding  at
   the  end  of the period.  Exercisable stock options and  warrants
   are  not included in the calculation since their effect would  be
   anti-dilutive.


Note 5 -- DIRECT DATA, INC. ACQUISITION/DISSOLUTION
   
   In  September  1994,  the Company completed  the  acquisition  of
   Direct   Data,   Inc.   ("Direct  Data").    The   Company   paid
   approximately  $2  million  in cash  and  issued  700,000  shares
   (valued  at $2.56 per share) of its common stock in exchange  for
   all  outstanding  shares  of Direct Data.   The  transaction  was
   accounted  for  using the purchase method of accounting  and  the
   Company  recorded goodwill of approximately $6  million.   During
   the  fourth  quarter of fiscal 1995, the Company determined  that
   the  goodwill related to the acquisition of Direct Data was fully
   impaired,  and therefore, wrote-off the entire balance  resulting
   in  a  charge included in the Statement of Operations for  fiscal
   year 1995.
<PAGE>
   
   In  September  1995, Direct Data received notice  that  its  bank
   note  creditor  would  not  extend the  loan  payment  terms  and
   demanded  payment on a $1.3 million bank note.   An  officer  and
   director  of Direct Data and former director of the Company  (the
   "Officer") had personally guaranteed the note.  In early  October
   1995,  the Officer repaid the note and, pursuant to the Officer's
   guaranty  arrangement  with the bank,  became  the  holder  of  a
   security  interest in all of Direct Data's assets.  Subsequently,
   on  October  5, 1995, the Officer and the Company consummated  an
   agreement whereby in exchange for the Company's approval  of  the
   surrender of all of Direct Data's assets ($1,032,719 at June  30,
   1995  and approximately $780,000 at October 5, 1995), the Officer
   released the Company from its $1.3 million obligation (to  assume
   the  Officer's obligation under the guaranty) and agreed that the
   Company would have the option to purchase 397,684 shares  of  the
   Company's  common stock owned by the Officer,  for  a  period  of
   three  years,  at  a price of $.25 per share.  Additionally,  the
   Officer  granted  the  Company the right  to  vote  these  shares
   during the three year option period.
   
   The  transfer of assets to the Officer was consummated on October
   5,  1995.  Immediately prior to the transfer, from September  29,
   1995  to  October  3, 1995, all remaining Direct  Data  employees
   were  terminated.   As  a result of the asset  transfer  and  the
   Officer's  earlier re-payment of the bank debt, Direct  Data  had
   no  assets,  no  secured  debt,  approximately  $1.6  million  in
   unsecured   trade   debt   (not  including   the   $1.9   million
   intercompany  loan  from  the  Company)  and  ceased  operations.
   Direct  Data  notified its creditors that it would be  unable  to
   pay  its  remaining debts, and pursuant to the Colorado  Business
   Corporation Act, Direct Data was dissolved effective October  19,
   1995.
   
   Management believes that Direct Data represented a separate and
   material line of business from the Company.  The pretax loss on
   disposal has been accounted for as a loss from a discontinued
   operation and prior years financial statements have been
   reclassified to reflect the disposition.
   
<PAGE>
   
    
   
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

The  Company  was  incorporated on July 30, 1991,  and  was  in  the
development stage until the quarter ended September 30, 1994.  Since
inception, the Company has raised equity capital through the sale of
its  securities,  completed  development  of  its  initial  product,
negotiated  agreements  with suppliers of  components,  developed  a
marketing  strategy,  and initiated sales of  the  POS-50r  portable
credit  card  and check verification terminal.  During fiscal  1995,
the  Company  continued to promote its product through the  cellular
reseller  channel and, in the second half of fiscal  1995,  enhanced
its  marketing  strategy  by focusing sales efforts  on  Independent
Sales  Organization (ISO) channels and began development on its  new
CDPD  product  line.   In  fiscal 1996, the  Company  continued  its
efforts on the POS-50r and in the second half of the year introduced
two  new CDPD-based products.  Substantially all the revenue of  the
Company  for  fiscal  year  1996  was  derived  from  the  sale   of
inventories  for  which the Company had previously paid.   Beginning
September  1996,  the  Company received its  first  shipment  of  an
enhanced  version of the POS-50r manufactured by Uniform  Industrial
Corporation.  Although product margins are higher, the Company  must
succeed  on the gross margin which will result in a smaller per-unit
working capital infusion.  With lower net cash inflow, coupled  with
the  Company's  current financial condition and sales  volumes,  the
Company  may be unable to continue as a going concern if  additional
revenue is not realized from the sale of its new CDPD products.

In  1993,  the  Company established a contractual relationship  with
Solectron   Corporation  in  Milpitas,  California  for  subcontract
manufacturing  of  the  POS-50r.  The Company ordered  and  received
approximately  2,900  POS-50r  terminals  through  June  1995.   The
Company  built  a  large inventory of finished goods  to  facilitate
promptly  filling  orders  from customers. Because  of  higher-than-
desirable  inventory  levels  and poor sales  results,  the  Company
stopped  production  by Solectron in April 1994.   Discussions  with
Solectron during the Company's third fiscal quarter of 1995 led to a
conclusion  that  $1.4 million of raw materials  inventory  held  by
Solectron  should  be  recorded  as a  liability  on  the  Company's
financial statements. During fiscal 1996, the Company negotiated  an
arrangement  whereby  Solectron  sold  all  of  the  raw   materials
inventory and concurrently signed a mutual release with the Company.
As  a  result,  the  Company recognized a  $1,099,412  gain  on  the
restructuring  of its debt to Solectron.  The Company  then  entered
into an agreement with Uniform Industrial Corporation for the future
manufacture and sale of an additional 2,000 POS-50r  units.

During  fiscal  1995, the Company acquired all  of  the  outstanding
shares of Direct Data, a distributor of POS-related products. During
fiscal  year 1996, the Direct Data assets were surrendered to Direct
Data's secured creditor in lieu of the creditor's foreclosure  on  a
past  due  $1.3 million obligation.  Direct Data was  left  with  no
assets,  ceased operations, and was dissolved on October  19,  1995.
As  a  result of the surrender of Direct Data's assets in settlement
of the $1.3 million obligation and the dissolution of Direct Data in
fiscal  1996,  the  Company recognized a gain  on  restructuring  of
payables and debt of $2,332,411.

On  October  23, 1996, in a continuing effort to reduce  costs,  the
Company  closed  its Boulder office and consolidated  operations  in
Colorado  Springs,  Colorado.  A small customer service  and  POS-50
deployment office was opened in Wheat Ridge, Colorado.  As  part  of
the  restructuring  plan, Michael J. Brisnehan,  its  president  and
chief executive officer resigned, and Rod L. Stambaugh, chairman and
former  vice  president  of marketing and business  development  was
appointed president and chief executive officer.  A new direct sales
and  marketing  program for one of the Company's new  CDPD  products
will be initiated to increase revenues and realize recurring revenue
from merchant processing services.


Net Sales

Net  sales  of  $415,695  for  the second  fiscal  quarter  of  1997
increased from net sales of $392,084 generated during second  fiscal
quarter  of  1996.  This increase is attributable  to  the  sale  of
approximately 70 fewer POS-50r units than in previous year offset by
the  sale  of  approximately  $70,000 more  of  the  Company's  CDPD
products.

<PAGE>

Gross Margin

Gross margins increased from $32,292 in the second fiscal quarter of
1996  to  $193,847  for  the second fiscal quarter  of  1997.   This
increase  was mainly attributable to more favorable product  margins
of  the  Company's  POS-50r product line, as  a  result  of  a  more
favorable   manufacturing   arrangement  with   Uniform   Industrial
Corporation.


Operating Expenses

Selling, general and administrative expenses decreased from $300,182
in  the  second  fiscal quarter of 1996 to $169,619  in  the  second
fiscal  quarter  of 1997.  This decrease was due primarily  to:   a)
significant   reductions  in  all  advertising,  promotion,   public
relations  and  investor relations programs due to lack  of  working
capital,  and;  b)  headcount reductions  in  sales,  marketing  and
administration over 1996 staffing levels, and; c) the  consolidation
of the Boulder office.

Research  and  development expenses decreased from $123,518  in  the
second  fiscal  quarter  of 1996 to $95,019  in  the  second  fiscal
quarter  of 1997, due primarily to a sublease agreement on a portion
of the engineering leased facility.


Other Income/(Expense)

Other  income/(expense) increased from $(3,862) in the second fiscal
quarter  of  1996  to $1,921 in the second fiscal quarter  of  1997.
This  increase  was primarily due to a $3,700 gain on  the  sale  of
certain fixed assets during second quarter of fiscal 1997.


Financial Condition, Capital Resources and Liquidity

The  Company  continues to have significant concerns  regarding  its
financial condition and liquidity.  Since May 1995, when the Company
was notified that the transaction to sell its Direct Data subsidiary
had  been  terminated,  the  Company has  continued  to  reduce  its
expenses through cost controls and workforce reduction. It also  has
been  successful  in  securing additional orders  from  its  largest
customer, CSI, and in selling off the majority of its finished goods
inventory,  for  which it had previously paid.   As  a  result,  the
Company  has been able to maintain operations, although it has  been
unable  to  significantly  reduce  its  obligation  to  its  largest
creditor.  The Company now manufactures an enhanced version  of  the
POS-50r  under a new manufacturing agreement with Uniform Industrial
Corporation,  that allows higher product margins with little  or  no
cash  required until the finished product is sold.  While this  will
significantly assist the Company's cash flow, it can no longer  rely
on  the  full sales price of the product to meet its working capital
requirements.  Instead, it must succeed on the gross margin  of  its
product  sales.   This  will require that  the  Company  achieve  an
increased  order  rate  on its POS-50r and new  CDPD  products.   In
December, the Company secured two software development contracts and
is  negotiating  for  additional hardware and  software  development
contracts  which, if entered into, would provide additional  working
capital  to  the Company and a new product it can offer through  its
own sales organization.

While  the Company believes that its relationship with CSI continues
to  be strong, the Company is highly dependent upon it sales to CSI,
and the loss of, or a significant decrease in those sales would have
a  material  adverse  effect  on the  Company's  cash  position  and
threaten its ability to sustain operations.

As a result of these developments, including the failure to sell
Direct Data, and its subsequent liquidation, and in order to
continue as a going concern, the Company will need to increase its
revenue levels, maintain product margins, successfully execute a
direct sales and marketing program with its new CDPD products,
secure additional hardware and software development contracts,
generate positive cash flow from operations and/or secure additional
debt or equity financing.

<PAGE>

Part II


The  information  required  for Part II,  Items  2  and  5  are  not
applicable.


ITEM 1 -- MATERIAL DEVELOPMENTS IN CONNECTION WITH LEGAL PROCEEDINGS
     
     In  early  September 1994, two shareholders  filed  a  Colorado
     state  court  class  action lawsuit in  Denver  District  Court
     against  the  Company,  three  of  its  directors,  and  others
     (Jacques A. Machol III, et al, v. U.S. Wireless Data, Inc.,  et
     al.).   The  lawsuit alleges various fraudulent acts, omissions
     and misrepresentations by the defendants in connection with the
     initial  public  offering  of and  subsequent  trading  in  the
     Company's stock.
     
     A   second  shareholder  class  action  complaint  against  the
     Company,  three of its directors, and others was filed  by  one
     shareholder  in  late  September 1994 in U.S.  District  Court,
     Denver,  Colorado (Jeffry Appel on behalf of  himself  and  all
     others  similarly  situated, v. Maurice Caldwell  Jr.,  Rod  L.
     Stambaugh, Leonard Trout, Donald L. Walford, Frank LaHue,  U.S.
     Wireless Data, Inc., among others).  The complaint also  arises
     out  of  the  Company's public offering and  makes  allegations
     similar  to  those  made  in the first complaint.   The  Denver
     District Court lawsuit has been stayed by court order so as  to
     avoid duplication with the U.S. District Court lawsuit.
     
     In  February 1995, another class action complaint was filed  in
     U.S. District Court, Denver, Colorado by the same plaintiff who
     had  previously filed the Colorado State class action in  early
     September 1994 (Jacques A. Machol III and Prism Partners  I  on
     behalf of themselves and all others similarly situated, v. U.S.
     Wireless Data, Inc., Maurice R. Caldwell Jr., Rod L. Stambaugh,
     Leonard  Trout, Donald L. Walford, Frank LaHue, among  others).
     The  Defendants and allegations are the same as in the original
     and  subsequent  lawsuits.  Currently, the  court  is  deciding
     whether to consolidate the two federal cases.
     
     The  Company  believes  these lawsuits are  without  merit  and
     denies that it engaged in any fraudulent acts or omissions,  or
     otherwise violated Federal or Colorado law.  In each case,  the
     Company  intends to contest the litigation on  its  merits,  as
     well  as the suitability of the plaintiff shareholders  to  act
     for the alleged class.  Nonetheless, because litigation of this
     type  involves  inherent  risks, it is  not  possible  for  the
     Company  at  this  time  to  make an  assessment  of  potential
     exposure,  nor  to  predict with precision  what  the  ultimate
     outcome will be.
     
     On  January  7,  1997, counsel for the plaintiffs  advised  the
     court  that  plaintiffs  and major defendants  have  reached  a
     settlement in principle, and therefore requested that the trial
     date  of March 24. 1997 be vacated and held in abeyance pending
     the  filing  of  settlement papers.  As of  the  date  of  this
     filing, final settlement documents have not been filed with the
     court.



ITEM 3 -- DEFAULTS UPON SENIOR SECURITIES

     The  Company is indebted to Omron Systems, Inc. under a Secured
     Installment Note dated March 27, 1995, for the principal amount
     of  $472,800  and  interest thereon.  The terms  of  such  note
     required the Company to make payments of principal and interest
     each month from April 1995 through December 1995, at which time
     the  note  became due.  The Company made one principal payment,
     and  monthly  interest  payments  through  October,  1996,   in
     accordance  with the terms of the note, but has made  no  other
     principal  payments under this note and for that reason  is  in
     default.   In  December,  the Company was  contacted  by  Omron
     regarding the transfer of 40 terminals, resulting in  a  $9,600
     reduction in the installment note.  The Company completed  this
     transfer  on  January 3, 1997, however, as of the date  of  the
     filing of this report, the total amount due under such note  is
     $389,066.  The Company continues to discuss options with  Omron
     regarding  the  possible restructuring  or  mutually  agreeable
     settlement of this note.

<PAGE>

ITEM 5 -- OTHER INFORMATION

     On October 23, 1996 the Company announced that, in a continuing
effort  to  reduce  costs, it would consolidate  its  operations  in
Colorado  Springs, Colorado.  The Company previously had offices  in
Boulder and Colorado Springs.  Also, as previously reported on  Form
8-K,  and as part of this restructuring, the Company announced  that
Michael  J.  Brisnehan,  its president and chief  executive  officer
since  July 1995 had resigned, effective immediately.  The  position
was  filed  by Rod L. Stambaugh, chairman, and former vice president
of  marketing and business development.  Mr. Brisnehan has  remained
on  the  Company's board of directors.  As part of the restructuring
plan,  the Company plans to launch an aggressive sales program  with
one  of  its new CDPD products.  This plan involves the creation  of
its  own  sales organization in which the new product will  be  sold
directly to existing merchants that currently have a Verifone  TRANZ
330 or TRANZ 380 dial up type terminal.  The new CDPD product simply
enables the merchants existing dial up terminal to authorize  credit
and  debit card transactions via the CDPD network resulting in  sub-
five  second response time, lower discount rates and the elimination
of a phone line and the costs associated with it.



ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K

     a)  Exhibits required by Item 601 of Regulation S-B

          27 Financial Data Schedule


     b)   Reports on Form 8-K

          During  the  Company's fiscal quarter  ended  December  31,
          1996 one report was filed on October 28, 1996 under Item 5
          announcing  the  resignation of Michael  J.  Brisnehan  as
          president and CEO.

<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.



                                   U.S. WIRELESS DATA, INC.
                                   Registrant


Date:      February 13, 1997       By: \s\  Rod  L.Stambaugh
-----      -----------------       --------------------------
                                   President and Chief Executive Officer

<PAGE>