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 March 31, 1997
                                                    --------------

     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)       (IRS Employer 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 March  31,  1997  there  were  outstanding  4,409,033  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 --
             March 31, 1997    ....................................        3

          Statements of Operations --
             Three Months and Nine Months Ended March 31, 
               1997 and 1996 ......................................        4

          Statements of Cash Flows --
             Nine Months Ended March 31, 1997 and 1996 ............        5

          Notes to Financial Statements ...........................      6-7

Item 2.      Management's Discussion and Analysis .................     8-12



PART II      OTHER INFORMATION

Item 1.      Material Developments in Connection with 
               Legal Proceedings  .................................       11

Item 3.      Defaults Upon Senior Securities ......................       11

Item 5.      Other Information  ...................................       12

Item 6.      Exhibits and Reports on Form 8-K .....................       12
<PAGE>

                                  
                            U.S. WIRELESS DATA, INC.
<TABLE>
<CAPTION>
                                  BALANCE SHEET
                                   (Unaudited)
                                  
                                  
                                                                       March 31,
                                                                         1997
                                                                         ----
                        ASSETS                                    
<S>                                                                <C>   
Current Assets:                                                   
        Cash ................................................      $      3,726
        Accounts receivable, net of allowance for ...........           158,917
            doubtful accounts of $11,109
        Sales-type lease receivables ........................            13,477
        Inventory, net ......................................           326,885
        Other current assets ................................                60
                                                                        --------
                 Total current assets .......................           503,065

Property and equipment, net .................................            46,375
Notes receivable ............................................            27,950
Other assets ................................................            10,295
                                                                         ------

Total assets ................................................      $    587,685
                                                                    ============


         LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
        Accounts payable ....................................      $    344,458
        Accrued liabilities .................................           127,299
        Notes payable .......................................           397,466
                                                                        -------
                Total current liabilities ...................           869,223
                                                                        -------


Stockholders' Equity:
        Common stock, no par value, 12,000,000 ..............         4,901,084
                shares authorized, 4,983,852
                shares issued and outstanding
        Additional paid-in capital ..........................        11,227,111
        Accumulated deficit .................................       (16,409,733)
                                                                    ----------- 
                Total stockholders' equity ..................          (281,538)


Total liabilities and stockholders' equity ..................      $    587,685
                                                                   ============
</TABLE>
                               
                       See Accompanying Notes
<PAGE>
                                  
                                  
                                  
                                  
                                  
                            U.S. WIRELESS DATA, INC.
<TABLE>
<CAPTION>
                            STATEMENTS OF OPERATIONS

                                   (Unaudited)


                                           Three Months                  Nine Months
                                               Ended                        Ended
                                      3/31/97        3/31/96        3/31/97       3/31/96
                                      -------        -------        -------       -------
<S>                               <C>            <C>            <C>            <C>  
Revenue .......................   $   243,446    $   410,964    $ 1,046,359    $ 1,085,183

Cost of goods sold ............       114,780        343,548        602,078        954,301
                                      -------        -------        -------        -------

Gross margin ..................       128,666         67,416        444,281        130,882

Operating Expenses
       Selling, general and
administrative ................       122,691        266,509        463,009        984,715
       Research and development        87,914        112,288        301,315        362,943
                                       ------        -------        -------        -------
                                      210,605        378,797        764,324      1,347,658
                                      -------        -------        -------      ---------

(Loss) from operations ........       (81,939)      (311,381)      (320,043)    (1,216,776)

Other income/(expense) ........        (1,112)       (10,348)         6,776        (28,635)
                                       ------        -------          -----        ------- 
(Loss) from continuing
operations ....................   $   (83,051)   $  (321,729)   $  (313,267)   $(1,245,411)
                                  ===========    ===========    ===========    =========== 

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

Net (loss) ....................   $   (83,051)   $  (321,729)   $  (313,267)   $(1,554,617)
                                  ===========    ===========    ===========    =========== 
Net (loss) per share:
         From continuing ......   $      (.02)   $      (.07)   $      (.07)   $      (.28)
         From discontinued
operation .....................          --             --             --             (.07)
                                  -----------    -----------    -----------    ----------- 
         Net (loss) per share .   $      (.02)   $      (.07)   $      (.07)   $      (.35)
                                  ===========    ===========    ===========    =========== 

Weighted average common shares
outstanding ...................     4,983,852      4,401,664      4,814,900      4,394,469
</TABLE>
                                
                                  
                                  
                             See Accompanying Notes
<PAGE>
                                 
                            U.S. WIRELESS DATA, INC.
<TABLE>
<CAPTION>

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                  
                                                  
                                                          Nine Months Ended
                                                        3/31/97         3/31/96
                                                        -------         -------
<S>                                                 <C>             <C>  
CASH FLOWS FROM OPERATING ACTIVITIES:                        
     Net loss ..................................    $  (313,267)    $(1,245,411)
     Depreciation and amortization .............         50,586          39,183
     Stock issued for services .................         15,446           3,880
     Changes in assets and liabilities:
          (Increase) decrease in:
               Accounts receivable .............         18,210         309,798
               Inventory .......................        168,300         734,421
               Other assets ....................         34,627          24,281
          Increase (decrease) in:
               Accounts payable ................        102,071          50,178
               Accrued liabilities .............        (90,297)        (61,238)
               Notes payable ...................        (22,800)           --
                                                        -------        ---------
               Net cash used in operating
                 activities ....................        (37,124)       (144,908)

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of equipment and furniture .......            500          59,201
                                                            ---          ------
               Net cash used in investing
                 activities ....................            500          59,201


CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from exercise of warrant .........         27,950            --
                                                         
     Notes receivable ..........................        (27,950)           --
                                                        -------          -------    
              Net cash provided by financing
               activities ......................              0            --


INCREASE (DECREASE) IN CASH ....................        (36,624)        (85,707)

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

CASH, End of period ............................    $     3,726     $    42,674
                                                    ===========     ===========
</TABLE>

                                  
                                  
                             See Accompanying Notes
<PAGE>

                            U.S. WIRELESS DATA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


Note 1 -- ACCOUNTING PRINCIPLES

     The  balance  sheet as of March  31,  1997,  as well as the  statements  of
operations  for the three and nine  months  ended  March 31,  1997 and March 31,
1996,  and  statement of cash flows for the nine months ended March 31, 1997 and
March 31,  1996,  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 March 31, 1997 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
   
     While  the   Company   is   optimistic   with  its  medium  and  long  term
opportunities,  it is  concerned  with its  immediate  financial  condition  and
liquidity.  The Company has accumulated a deficit of  approximately  $16 million
since inception and has incurred  additional losses subsequent to the year ended
June 30,  1996.  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 2 -- INVENTORIES
   
     Inventories  for the  period  presented  are stated at the lower of cost or
market and consist primarily of finished goods.
   
   
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, 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.  Rod L.  Stambaugh,  chairman  and former vice  president  of
marketing and business  development was appointed  president and chief executive
officer.

     In  February,  1997,  the Company  launched the first phase of its national
proprietary direct sales organization for its two new CDPD products. The Company
plans to expand its  proprietary  sales  organization to deploy its products and
transaction  processing services to traditional retail merchants within all CDPD
coverage areas.
<PAGE>


Net Sales

     Net sales of $243,446 for the third fiscal  quarter of 1997  decreased from
$410,964 for the third fiscal quarter of 1996. This decrease is attributable to:
a) reduced  revenue from its POS-50r  product  because of lower average  selling
price on  approximately  the same number of units sold, and; b) sale of 32 fewer
CDPD products than in the fiscal quarter ended March 31, 1996.

Gross Margin

     Gross margins in the third fiscal quarter of 1997 were $128,666 compared to
$67,416 for the same period in fiscal 1996.  The  increase was due  primarily to
more favorable margins on the POS-50r product as a result of: a) re-valuation of
finished  goods  inventory at 1996 fiscal year end, and; b) negotiation of a new
manufacturing agreement at substantially reduced product cost.


Operating Expenses

     Selling, general and administrative expenses decreased from $266,509 in the
third fiscal  quarter of 1996 to $122,691 in the third  fiscal  quarter of 1997.
This decrease was due to continued  reduction in staffing  levels and other cost
reductions  which have been implemented from time to time since the last half of
fiscal 1996.

     Research and  development  expenses  decreased  from  $112,288 in the third
fiscal  quarter  of 1996 to $87,914 in the third  fiscal  quarter of 1997.  This
decrease was due to reductions  in spending  levels as required to meet existing
business conditions.


Other Income/(Expense)

     Other income/(expense) increased from $(10,348) in the third fiscal quarter
of 1996 to $(1,112) in the third fiscal  quarter of 1997.  This increase was due
primarily  to a $5,000  loss on sale of assets  which had  occurred in the third
fiscal quarter of 1996.


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 has sold off 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. As part of an aggressive sales restructuring
plan, the Company is building its own national proprietary sales organization to
sell its new CDPD products to traditional  retail merchants in all CDPD coverage
areas. The successful  deployment of this sales  organization and positive sales
results will provide additional working capital.


<PAGE>

     While the Company believes that its  relationship  with CSI continues to be
strong,  the Company is  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.
     
     In April, 1997,  plaintiffs and defendants executed a settlement  agreement
and final  documents have been filed with the court.  The case is now entering a
notification  period in which  members  of the  class  will be  notified  of the
settlement terms. At the end of the notification  period,  and if no significant
objections are filed, the case will be resolved and 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. 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

     In February,  as part of the sales restructuring plan, the Company launched
the first phase of its own proprietary  national sales organization in which the
new CDPD  products 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 3-5 second
response time,  lower  discount  rates and the potential  elimination of a phone
line and the costs  associated with it. The Company plans to expand its national
proprietary sales force to all retail markets that have CDPD coverage.



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

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

          27   Financial Data Schedule
<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:      May  15,  1997      By:  \s\  Rod   L. Stambaugh
           ----------------      -------------------------------------------
                                  President and Chief Executive Officer