SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                               ------------------


                                   FORM 10-QSB/A

[X]  Quarterly  Report  under  Section  13 or  Section  15(d) of the  Securities
     Exchange Act of 1934 for the quarterly period ended March 31, 2000.

[ ]  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.)

                            805 Third Ave, 8th Floor
                               New York, NY 10022
           ----------------------------------------------------------
          (Address of principal executive offices, including zip code)



                                 (212) 750-7766
               --------------------------------------------------
              (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 May 10, 2000 there were outstanding  32,328,020 shares of the Registrant's
Common Stock (no par value per share).


Transitional Small Business Disclosure Format

                        Yes   [ ]                No     [X]




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<PAGE>


ITEM 6 -  EXHIBITS AND REPORTS ON FORM 8-K

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

     4.1  Form of  Nonqualified  Stock  Option  Certificate  issued  to Edwin M.
          Cooperman dated March 29, 2000.*(1)

     4.2  Form of  Nonqualified  Stock Option  Certificate  issued to Michael S.
          Falk dated March 29, 2000.*(1)

     4.3  Form of  Nonqualified  Stock  Option  Certificate  issued  to Barry A.
          Kaplan dated March 29, 2000.*(1)

     4.4  Form of Nonqualified Stock Option Certificate issued to Amy L. Newmark
          dated March 29, 2000.*(1)

     4.5  Nonqualified Stock Option Certificate issued to Charles I. Leone dated
          February 15, 2000.*(1)

     4.6  Form of Common Stock Purchase  Warrant  (originally  issued to Dean M.
          Leavitt as of May 3, 1999),  as  re-executed  as of January 4, 2000 to
          reflect repricing authorized as of such date.*(1)

     4.7  Form of Common Stock Purchase  Warrant for 22,500 shares issued to RBB
          Bank dated January 20, 2000.(1)

     4.8  Form of Common  Stock  Purchase  Warrant for 15,000  shares  issued to
          Lippert/Heilshorn & Associates, Inc. dated March 28, 2000.(1)

     4.9  Form of Common  Stock  Purchase  Warrant for 50,000  shares  issued to
          Cornell Consulting International, Inc. dated March 28, 2000.(1)

     4.10 Form of Common  Stock  Purchase  Warrant for 25,000  shares  issued to
          Cornell Consulting International, Inc. dated May 4, 2000.(1)

     4.11 Lock-up  Agreement  between  the  Company  and  John M.  Liviakis  and
          Liviakis Financial Communications, Inc. dated March 15, 2000.



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<PAGE>


     10.1 Form of Redemption  Agreement between the Company and Bold Street, LLC
          dated January 31, 2000.

     10.2 Form  of  Repurchase  Agreement  between  the  Company  and  RBB  Bank
          Aktiengesellschaft dated January 18, 2000.

     10.3 Form of Purchase  Agreement between the Company and The Cuttyhunk Fund
          dated May 3, 2000.(1)

     10.4 Form of Purchase  Agreement  between the Company and Tonga Partners LP
          dated May 3, 2000.(1)

     10.5 Form of Employment  Agreement  between USWD and Charles I. Leone dated
          February 11, 2000.*(1)

     27   Financial Data Schedule.*

-----------------

     *  Management compensatory agreement.
     (1)  Previously  filed on May 15,  2000,  with Form  10-QSB for the fiscal
          quarter ended March 31, 2000.

     b) Reports on Form 8-K

           On January 12, 2000, the Company filed a report on Form 8-K reporting
       an event of December 23, 1999.  The report  contained  disclosures  under
       Item 5 - Other  Events,  relating to various  agreements  entered into in
       connection  with  a  proposed  equity  private  placement  and  a  bridge
       financing.

           On March 24, 2000,  the Company  filed a report on Form 8-K reporting
       an event of March 17, 2000. The report contained disclosures under Item 5
       - Other Events,  relating to the issuance of a press release on March 20,
       2000 announcing a closing of a private placement raising $37.8 million of
       gross proceeds. The Report also disclosed the relocation of the Company's
       principal executive offices from California to New York.

           On March 30, 2000,  the Company  filed a report on Form 8-K reporting
       an event of March 28, 2000. The report contained disclosures under Item 5
       - Other Events,  relating to the issuance of a press release on March 29,
       2000  announcing a closing of a private  placement  raising an additional
       $12.8 million of gross  proceeds.  The press  release also  announced the
       appointment of four new Directors to the Board of Directors,  raising the
       number of Board Members to seven.

           On April 12, 2000,  the Company  filed a report on Form 8-K reporting
       an event of March 28, 2000. The report contained disclosures under Item 1
       - Change of Control  and Item 5 - Other  Events,  relating to a series of
       transactions   entered  into  in  connection   with  the  equity  private
       placement.

           On April 18, 2000, the Company filed a report on Form 8-K/A, amending
       the Form 8-K filing of April 12, 2000, to include various Exhibits.

           On April  24,  2000,  the  Company  filed a report  on Form  8-K/A-2,
       further  amending  the Form 8-K filing of April 12,  2000,  to include an
       additional Exhibit.

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<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 22, 2000                             By: \s\ Dean M. Leavitt
                                                     ---------------------------
                                                     Chief Executive Officer



        May 22, 2000                             By: \s\ Charles I. Leone
                                                     ---------------------------
                                                     Chief Financial Officer
                                                     and Chief Operating Officer


























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