UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                   Washington, DC 20549

                         FORM 10-K

          ANNUAL REPORT UNDER SECTION 13 OR 15(d)
          OF THE SECURITIES AND EXCHANGE ACT OF 1934


For the fiscal year ended December 31, 1996

Commission File Number 0-22282.

                       USCI, INC.
(Exact name of registrant as specified in its charter)

 Delaware                                   13-3702647
(State or other jurisdiction of         (IRS Employer
incorporation or organization)       Identification No.)

6115-A Jimmy Carter Blvd., Norcross, Georgia   30071
(Address of principal executive offices)     (Zip Code)

                      (770) 840-8888
     (Registrant's telephone number including area code)

Securities registered pursuant to Section 12(b) of the Act:
    None.

Securities registered pursuant to Section 12(g) of the Act:
    Common Stock, par value $.0001 per share

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by  section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 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 90 days.    Yes    [X]      No  [ ]

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part IV of this Form 10-K or any amendment to this
Form 10-K.  [X]

Based on the closing sale price on March 25, 1997, the aggregate
market value of the voting stock held by non-affiliates of the
Registrant was approximately $40,806,238.

At March 25, 1997, 10,225,746 shares of the Registrant's Common
Stock were outstanding.
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PART I

     In addition to historical information, this Annual Report
contains forward-looking statements made in good faith by the
Company pursuant to the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995 including, but not
limited to, those statements regarding the anticipated opening of
additional activation centers in 1997, the Company's intention to
continue to seek additional distribution channels, and the
proposed expansion of the Company's reseller operations.  The
forward-looking statements contained herein are subject to
certain risks and uncertainties that could cause actual results
to differ materially from those reflected in the forward-looking
statements.  Factors that might cause such a difference include,
but are not limited to , those discussed in the section entitled
"Risk Factors that May Affect Future Results" at the end of this
Item 1. and in Management's Discussion and Analysis of Financial
Condition and Results of Operations.  Readers are cautioned not
to place undue reliance on these forward-looking statements,
which reflect management's analysis as of the date hereof.  The
Company undertakes no obligation to publicly revise these
forward-looking statements to reflect events or circumstances
that arise after the date hereof.

ITEM 1.  BUSINESS

     On May 15, 1995 U.S. Communications, Inc., a privately held
Delaware corporation, completed a merger (the "Merger") with
Trinity Six Inc., a publicly owned Delaware corporation
("Trinity").  Prior to the Merger, Trinity had not conducted any
business activities other than seeking to effect a merger,
exchange of capital stock, asset acquisition or other similar
business combination with an operating business.  Upon
consummation of the Merger, U.S. Communications, Inc.  became a
wholly-owned subsidiary of Trinity, which contemporaneously
changed its name to USCI, Inc.  As used herein, all references to
the "Company" shall be deemed to include U.S. Communications,
Inc. prior to the Merger and USCI, Inc. and its subsidiaries
subsequent to the Merger unless the context indicates to the
contrary.

GENERAL

     The Company has developed proprietary software applications
to support centralized computer-based information and activation
processing for wireless communication services, including
cellular telephone, paging, and personal communications service
("PCS"), for use by retail mass merchandisers and direct response
marketing companies on a regional and national basis. Activation
is the process by which a wireless communication device, such as
a cellular telephone or pager, is placed on line to the wireless
service carrier. This process encompasses the carrier's
evaluation and approval of the customer's credit status (for
certain types of service), the customer's entry into a service
agreement with the carrier and the carrier's subsequent


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activation of the customer's telephone or pager affording it
access to the carrier's operating network.

     The Company's activation and information services, provided
through the Company's Activation Service Network ("ASN"), a
proprietary computer - based automated electronic robot work flow
software platform, give immediate access to a prospective
customer of the cost of a variety of wireless communications
products and service plans available for purchase at a specific
retail location.  ASN provides information to the telephone or
paging carrier regarding the customer, including a credit review
for cellular and PCS customers, the customer's completed service
agreement, the mobile or cap code number and the service plan
purchased.  The ASN system both expedites and simplifies the
complex administrative functions necessary to initiate, complete
and support activations of wireless telephones and pagers from
multiple locations in the continental U.S., Alaska, Hawaii and
Puerto Rico.

     The Company, through its wholly owned subsidiary U.S.
Communications, Inc., presently provides cellular telephone
activation services for customers of Kmart Corporation ("Kmart"),
OfficeMax ("OfficeMax"), Service Merchandise Company, Inc.
("Service Merchandise"), Meijer, Inc. ("Meijer"), Target Stores
("Target Stores"), Metrocall, Inc. ("Metrocall"), Montgomery Ward
& Co. ("Montgomery Ward"), Lechmere, Inc. ("Lechmere") and, on a
pilot basis, Wal-Mart Stores, Inc. ("Wal-Mart").  As of March 24,
1997 these services were offered by the Company at activation
centers located in approximately 3,000 retail stores operated by
these chains utilizing the Company's remote activation process
("RAP") system.  U.S. Communications, Inc. has entered into
contractual relationships with approximately 50 cellular carriers
and their affiliates, including Airtouch Cellular (formerly
Pactel), Ameritech Mobile Communications, Inc. ("Ameritech"), LA
Cellular, 360 Communications Company (formerly Sprint),
AT&T Wireless Services, Bell Atlantic NYNEX Mobile
Communications, Alltel, U.S. Cellular, Western Wireless,
Vanguard, Comcast and SouthWest Bell, enabling the Company to
provide cellular telephone activation services in substantially
all of the Metropolitan Statistical Areas ("MSAs") and a majority
of the Rural Statistical Areas ("RSAs") designated by the Federal
Communications Commission, which, collectively, cover an
aggregate population of approximately 200,000,000 persons.

     Through its wholly owned subsidiary, U.S. Paging Services,
Inc. ("USPSI"), the Company, as a non-exclusive paging service
agent for the GTE operating telephone companies, provides paging
activation services for Kmart, OfficeMax, Montgomery Ward, Meijer
and the Osco Drug and Sav-On Drug divisions of American Drug
Stores, Inc. ("Osco Drug").  As of March 24, 1997, the Company
offered paging activation services in approximately 3,200 retail
stores operated by these chains.  In November 1996, the Company
began operating as a reseller of Metrocall paging services and
products in a pilot program with Staples, Inc. ("Staples").


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     During the fourth quarter of 1996, the Company, through its
wholly owned subsidiary, Ameritel Communications, Inc., entered
into agreements with GTE Mobilenet Service Corp. ("GTE") and
Airtouch Cellular pursuant to the terms of which the Company was
authorized to resell cellular telephone service provided by these
carriers.  The Company commenced its cellular reseller operations
in Montgomery Ward, Kmart, Service Merchandise, Meijer and
OfficeMax stores in certain markets in Alabama, Tennessee,
Kentucky, Indiana and New Mexico in November 1996 and expanded
coverage to markets in Arizona and Nebraska by year end.

     In October 1995, the Company commenced processing the
activation of cellular telephones marketed by QVC, the country's
largest home shopping television network, pursuant to a written
agreement and in the third quarter of 1996 entered into an
agreement with QVC to provide pagers and paging activation
services to QVC customers on a non-exclusive basis.  The Company
also markets its paging services through Fingerhut Corporation, a
direct marketing company.

     The following table sets forth certain statistical
information regarding the Company's business.

<TABLE>
<CAPTION>
                                              Year Ended
                                              December 31,

                                     1996      1995          1994
                               -------------------------------------
<S>                            <C>          <C>          <C>
Cellular & Paging Activations      50,266       14,200       5,000
Revenue from Activations       $4,991,461   $4,305,217   $1,496,274
Reseller Subscribers                  600         -            -
Revenue from Subscribers          $29,656         -            -
</TABLE>


The total number of activations increased significantly in 1996,
due primarily to an increase in paging activations which result
in commissions lower than those earned for cellular activations.

U.S. COMMUNICATIONS, INC.

     The Company, through U.S. Communications, Inc. ("USCI"), has
entered into agreements with Kmart, OfficeMax, Service
Merchandise, Meijer, Target Stores, Montgomery Ward and Lechmere
and, on a pilot basis, Wal-Mart, pursuant to which USCI furnishes
such companies with cellular  information services and telephone
activation processing at specified locations.  For the year ended
December 31, 1996, activations of cellular telephones purchased
at OfficeMax, Service Merchandise and Kmart stores accounted for
approximately 38%, 31% and 15%, respectively, of all cellular
activations processed by USCI.

     USCI's agreements with retail mass merchandisers and direct
response channels, which in the aggregate are material to the


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continued production of revenue for the Company, require USCI to
provide the following services, generally, to each retail
location at which the Company processes activation of cellular
telephones:

     *    Interactive displays, supported by collateral material
          and a dedicated toll-free telephone access to the
          Company's 24-hour automated information system, which
          describe cellular telephones available for purchase,
          carrier activation service requirements, coverage and
          rate plan information, and provide access to the
          Company customer service representatives during center
          hours.

     *    Off-site activation for customers.

     *    Cellular carrier credit review for prospective
          customers of cellular telephone service.

     *    Electronic robot work flow to support the completion of
          all cellular carrier service agreements.

     *    Assignment of mobile telephone numbers to credit
          approved customers who purchase cellular telephones and
          transfer of information for the activation of the
          cellular service through the Company's automated
          activation system to the appropriate cellular carrier.

     *    Support for the retail location to participate in
          cooperative-advertising and market development funds
          provided by USCI's cellular carrier, the manufacturer
          and USCI.

     *    Merchandising and field support to assist in the
          training of client sales personnel.

     Cellular telephones are frequently sold to customers at
prices below their direct cost to a retail mass merchandiser. The
difference between the direct cost of the cellular telephone to
the retail mass merchandiser (plus a profit margin to the
retailer) and the price to the retail customer is customarily
offset by a part of the activation commission payments received
by USCI from the cellular service carrier providing the cellular
service to the retail customer.

     Generally in the month following the month in which USCI
receives a service activation payment or commission from a
carrier USCI is obligated under its written agreements with the
retail mass merchants to remit the merchant's share of the
cellular commission payment (generally 70% to 75% of the payment)
either directly to the merchant or to a product supplier
designated by the merchant.  This obligation is recorded by USCI
at the time of activation.  USCI also provides the retail mass
merchandiser with monthly computer generated reports (by retail
location, customer name, cellular telephone number, and



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electronic serial number) in hard copy or electronic format. In
addition, a detailed report which includes information with
respect to activations at each retail location less applicable
carrier chargebacks, is provided to the retail clients when the
monthly commission payment is made.  Carrier chargebacks may be
taken against USCI for customers who have failed to maintain or
pay for cellular service on the telephone purchased for the
minimum vesting period required under USCI's contract with the
carrier (normally three to six months).  In an effort to offset
the effect of any such chargebacks upon USCI, each customer must
enter into a USCI minimum service agreement which provides for a
$250 penalty for premature service deactivation, implemented
through the customer's authorization of a credit card debit in
such amount.

     In general, USCI has contracted to provide exclusive
cellular telephone activation services at such locations as
designated by the mass merchandiser.  The retail mass
merchandiser may designate the number of such locations except in
certain agreements where it has committed to use USCI's services
at all locations.  The following table sets forth the majority of
USCI cellular activation centers in operation at its customers'
store locations as of December 31, 1996.

                                               No. of Stores
                                               with Operating
Customer                                     Activation Centers

Kmart                                             1,824
OfficeMax                                           520
Montgomery Ward                                     265
Service Merchandise                                 174
Target                                              139
Meijer                                              103

     In June 1995, USCI entered into an agreement with QVC, Inc.,
the largest direct response television network in the United
States, pursuant to which USCI provides telephone activation
processing for all cellular telephones sold on the QVC cable TV
retail network.    QVC has conducted promotions marketing
cellular telephones in October 1995 and February 1996.

     The Company intends to continue to seek additional retail
mass merchandiser and direct marketing distribution channels in
1997.

Cellular Carriers

     USCI has entered into written agreements with approximately
50 cellular carriers and their affiliates, including Airtouch
Cellular, Ameritech, LA Cellular, 360 Communications Company
(formerly Sprint), AT&T Wireless Services, Bell Atlantic NYNEX
Mobile Communications, Alltel, U.S. Cellular, Western Wireless,
Vanguard, Comcast and SouthWest Bell.  These agreements enable
USCI to provide processing of cellular telephone activations on



                          6
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a national basis in substantially all of the MSAs and a majority
of the RSAs designated by the FCC, encompassing an aggregate
population of approximately 200,000,000 persons.

     USCI's agreements with cellular carriers, in the aggregate,
are material to USCI's continued ability to provide national
activation services on an agency basis.  USCI functions as a non-
exclusive agent of the carrier at each retail location where it
provides activation services to solicit and sell cellular
telephone service.  During the contract term, the Company may not
solicit existing customers of the cellular carrier and may not
act as a representative or agent for any other carrier or
reseller or otherwise offer competing cellular, and in some
instances other wireless services, in those areas where USCI acts
as the Carrier's agent. Upon expiration or termination of an
agreement, USCI may  pursue an agency agreement with another
carrier or reseller or seek to resell wireless services in
competition with its former carrier.  At present, each geographic
area is serviced by two facilities based cellular carriers.

     Under the terms of the cellular services agency contracts
with the carriers, USCI receives a one-time commission for each
activation it processes from the cellular carrier. These
contracts, which typically range in duration from one to five
years, generally afford the carrier with the right to
unilaterally restructure or revise activation commissions and any
other amounts payable to USCI and certain carriers have exercised
such right from time-to-time. USCI generally has the right to
receive notice of any change in compensation and, in some
instances, to terminate the agreement if the change is not
acceptable or exceeds certain maximum reductions.  The carrier
contracts typically contain automatic renewal provisions, which
extend their duration for additional one-year periods in the
absence of notice to the contrary given prior to contract
expiration.  Both the carrier and USCI may terminate the
agreement, with cause, upon prior notice to the other. Typically,
USCI's right to be paid commissions and other amounts ceases upon
termination of an agency contract, other than to the extent owed
but unpaid on the termination date.

     For the year ended December 31, 1996, three carriers,
Airtouch of Ohio/Michigan ("Airtouch"), Bell Atlantic NYNEX and
Ameritech, accounted for approximately 12%, 9% and 7%,
respectively, of the Company's operating revenues.  For the year
ended December 31, 1995, three carriers - Airtouch, Celulares
Telefonica, and Ameritech - accounted for approximately 24%, 22%
and 12%, respectively, of the Company's operating revenues.  Two
carriers, Airtouch and Contel Cellular, accounted for 36% and
21%, respectively, of the Company's revenues for the year ended
December 31, 1994.

U.S. PAGING SERVICES, INC.

     In June 1995, the Company, through its wholly owned
subsidiary, U.S. Paging Services, Inc. ("USPSI"), entered into


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an agency agreement with the GTE operating telephone companies for
the national marketing of pagers and GTE paging services.  The
agreement extends through December 1998 and is automatically
renewable for successive one-year terms unless notice of election
not to renew is given prior to the expiration of the then current
term.  The Company has been designated as a non-exclusive paging
activation service agent for GTE.  It receives a one-time
activation fee (of which approximately 10% is passed through to
the mass merchant), co-op advertising funds for each pager
activated, a bonus for customers who prepay for annual service,
and a monthly residual fee for as long as the customer remains a
paging subscriber and the agreement is in effect.  In September
1995, the Company commenced offering pagers and GTE services
through a pilot program at the Meijer retail chain and in 1996
expanded its GTE paging activation processing services to Kmart,
OfficeMax, Osco Drug and Montgomery Ward.  For the year ended
December 31, 1996, GTE accounted for approximately 10% of the
Company's operating revenues.  The following table sets forth the
number of store locations at which USPSI's paging activation
services were available under the GTE agreement as of
December 31, 1996.

                                               No. of Stores
Customer                                     Offering Services

Kmart                                             1,824
Osco Drug                                           780
Montgomery Ward                                     265
Meijer                                              103
OfficeMax                                            55

     In June 1996, USPSI entered an agreement with QVC, Inc. to
provide paging activation services, on a non-exclusive basis, to
customers purchasing pagers on the QVC Network.  USPSI
participated in its initial QVC paging products services
promotion in October 1996.  USPSI also has an agreement with
Fingerhut Corporation for the exclusive use of the Company's
services for the activation of pagers sold in individual direct
response sales programs.

     In November 1996 the Company began operating, under a letter
of intent with Metrocall, as a reseller of paging services in a
pilot program with Staples and, as of March 1997, was offering
paging products and services in 42 Staples store locations.
Metrocall also provides reseller paging support services,
including billing and customer service, to the Company.

AMERITEL COMMUNICATIONS, INC.

     The Company has organized a wholly owned subsidiary,
Ameritel Communications, Inc. ("Ameritel") , to act as a non-
facilities based service provider, or reseller, of cellular and
PCS telephone service initially in areas in which it does not
have agency agreements with wireless carriers.


                          8
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     In the fourth quarter of 1996, Ameritel entered into
agreements with GTE Mobilnet and Airtouch authorizing Ameritel to
resell cellular telephone service provided by these carriers.
Ameritel commenced cellular reseller operations through certain
Service Merchandise, Kmart, Montgomery Ward, Meijer and OfficeMax
stores and as of December 31, 1996 had established coverage in a
total of 46 metropolitan markets in Alabama, Arizona, Indiana,
Kentucky, Nebraska, New Mexico and Tennessee.  As of March 23,
1997, Ameritel had 864 subscribers to its cellular service.

     The Company intends to expand the scope and coverage of its
reseller operations in 1997 and is negotiating reseller
agreements with several cellular and PCS carriers.  The Company
is also investigating potential acquisitions of cellular
resellers.  The Company's ability to expand its reseller
operations as planned is not assured and is subject to certain
risks and uncertainties as described in the subsection entitled
"Risk Factors That May Affect Future Results" appearing in
pages 14 through 18 of this Annual Report.

WIRELESS COMMUNICATION CENTERS, INC.

     In the fourth quarter of 1996 the Company, through its
wholly owned subsidiary Wireless Communication Centers Inc.
("WCCI"), introduced its "store within a store" concept for the
marketing of wireless communications products.  Under an
agreement with Service Merchandise, WCCI has installed and is
operating self-contained kiosks within selected Service
Merchandise stores as a pilot program for this concept.  The
kiosks, which are staffed by WCCI employees, offer cellular, and
in some instances may offer PCS, telephone, and voice and data,
products and services.  In the "store within a store" program
WCCI, rather than the mass merchant, is responsible for
purchasing the wireless equipment and reselling it to
subscribers, and the commission pass through to the merchant is
substantially lower.  The agreement with Service Merchandise
provides for installation of kiosks in 120 stores, subject to the
termination of any existing third party wireless service
agreements, and for the opening of kiosks in such additional
store locations as Service Merchandise may direct.  As of
December 31, 1996, kiosks were operational in 21 Service
Merchandise stores.

ACTIVATION SERVICES NETWORK ("ASN") SYSTEM: DEVELOPMENT AND
OPERATION

     The Company's off-site remote activation process (RAP)
permits the customer to call a toll-free 800 number to select a
rate plan, obtain credit approval and complete the cellular
service agreement so that the telephone may be activated from a
customer's home or office. Use of the ASN System allows retailers
to activate cellular telephones purchased within the Company's
retail store coverage area in the United States, Puerto Rico and
Guam under a single contract with the Company.


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     The ASN system consists of a series of proprietary and
integrated off-the-shelf software developed by the Company,
supported by a recognized data base specific to the cellular
carrier and the retail client. These software programs are
utilized in conjunction with computer hardware built to the
Company's specifications to run the ASN System. The equipment,
located at the Company's office in Norcross, Georgia, currently
includes a complex Local Area Network (LAN), using client-server
technology, supported by multiple hybrid personal computer
systems (robots) and complex telephone switching equipment
integrated with the network.

     Phase one of the ASN System, designed with the retail
customer in mind, was initially tested in OfficeMax locations
beginning in mid-1993. The initial processing method by which the
customer interacted with the Company and initiated the activation
of a cellular telephone, the OnLine Application ("OLA"), requires
the customer to provide certain information to a Company customer
care representative over the Company's Auto Dial system "800"
telephone line and processes the customer's credit application
while the customer is still in the store.  The OLA system is
utilized only by business customers, or those customers not
possessing a credit card or activating multiple telephone numbers
and thus not eligible to use the Company's RAP system, which is
now available in substantially all of the Company's retail
locations.

     The RAP process enables customers to activate a cellular
telephone from the convenience of home or office and, if so
desired by the customer, reduces the need to interact with store
personnel. At a kiosk or processing center located in a retail
store, the customer examines the cellular products and interacts
with the Company's Auto Dial to review coverage, rates and
product information.

     The customer completes a RAP agreement which is furnished to
store personnel. The sales associate verifies the customer's
identification, retrieves the desired telephone from stock,
records the mobile telephone number and electronic serial number
("ESN") onto the RAP agreement and gives a copy of the agreement
to the customer. The customer pays for the telephone and leaves
with a preprogrammed phone.

     Immediately after the customer leaves, the sales associate
dials into the RAP Processing Service, enters the required
information via the telephone dial pad and faxes certain
documents to initiate the activation process. In a process that
generally takes 10 to 20 minutes to complete, the customer then
telephones the Company from an outside location for automated
validation and to obtain credit approval and complete the
cellular subscriber agreement, at which time the carrier is
electronically notified to activate the phone.  Activation of the
telephone by the carrier generally occurs within two hours
thereafter.  The customer is charged a $250 fee unless the entire


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RAP process is completed, or the telephone returned by the
customer, within seven days from the date of purchase.

     The activation process for pagers is available on an
automated or operator-assisted basis.  The customer purchases a
pager and then, utilizing a toll-free 800 number, calls the
Company from an outside location to access the Company's Remote
Paging Process (RPP) system.  The customer is prompted to enter
the required information (name, social security number, etc.) via
the telephone dial pad, and the RPP system collects and transmits
the information to the paging carrier.  Activation of the pager
generally occurs within two hours thereafter.

     The Company introduced on a pilot basis, in the fourth
quarter of 1996, enhancements to its RAP system, which will
further reduce the interaction required by a customer with store
personnel prior to purchasing a cellular telephone, and will also
reduce the information and documents required to be processed at
a retail location prior to cellular activation. These
enhancements, when fully operational, will provide a means of
electronic communication between the customer and the Company's
centralized computer facility, affording the customer access to
continuously updated marketing information and permitting such
customer to process and activate a cellular telephone in a
completely automated manner similar to an automated inquiry for
credit card information, 24 hours a day, seven days a week. The
enhancement, known as the Voice Activation Response System
(VARS), will allow the customer to interact with the RAP system
through voice prompts using an interactive voice response
program. These enhancements transmit activation information
through the ASN system directly to the cellular carrier, without
participation of a Company employee.

     The Company believes that its ASN system will facilitate
development of the larger and more efficient distribution and
service channels necessary to accommodate the projected growth in
both cellular and paging communications. The Company also
believes that the ASN platform can be used to process the
activation of other wireless forms of communications, including
personal communications systems (PCS) and specialized mobile
radio (SMR) networks.

MARKETING

     The Company markets its wireless communications activation
processing services to national and regional based retail mass
merchandisers.  The Company's sales efforts are directed to both
existing customers to increase the number of locations at which
the Company provides services, as well as to potential customers.
Sales efforts are primarily performed by the Company's chief
executive officer, an in-house account management group and
marketing and field personnel supported by three independent
sales representative organizations.  The sales organizations are
paid commissions based upon the number of telephone or paging
activations processed by the retail clients which they introduce


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to the Company.  An important element of the Company's marketing
strategy is to provide comprehensive service and support for its
services. The Company currently provides a 24-hour automated
inbound information system of all of its services via telephone
consulting with potential customers and store personnel through
its customer service support staff which, as of March 7, 1997,
consisted of approximately 80 employees located at the Company's
headquarters. The Company's customer service personnel provide
information regarding cellular, PCS and paging products, coverage
information, carrier rate plans and general cellular, PCS and
paging operations. They process credit approvals and cellular and
paging service agreement activations, assign mobile numbers and
provide post-activation customer service.  During 1996, the
Company increased the size of its facility to accommodate
substantial increases in its Voice Center and computer
capabilities.  The Company also interacts with the carriers'
support personnel.

     The Company has developed an off-the-shelf cellular
telephone package bundled with an entry level rate plan, called
"Cellular on the Go," for certain coverage areas. The product has
been developed to further simplify the sale of cellular
telephones for retail mass merchandisers.  The customer simply
purchases the product, completes and submits the attached RAP
form at the store and then activates the telephone from home or
office utilizing the Company's RAP system.

     The Company has also developed the "Family Link" paging
concept, which targets family communications and consists of an
off-the-shelf pager bundled with a low flat fee month-to-month
service contract.  The customer purchases the pager, has no forms
to complete at the store, and completes the activation process
from home or office through the Company's RPP system.

RESEARCH AND SOFTWARE DEVELOPMENT

     The Company's research and software development efforts
emphasize both the continuous enhancement of its present systems
and the development of additional related systems. Research and
development efforts are designed to support retailer and carrier
needs and maintain the efficiency of the Company's ASN system. In
addition to its in-house staff, the Company utilizes outside
contractors on a project-by-project basis.

     Research and development expenses for the years ended
December 31, 1996, 1995 and 1994 aggregated $110,222, $87,062 and
$39,761, respectively. In addition, the Company incurred capital
costs of $752,506, $472,693 and $192,202 in the years ended
December 31, 1996, 1995 and 1994, respectively, for purchased and
developed software. Management anticipates the need for
substantial on-going research and development expenditures by the
Company with an emphasis on the internal growth of its Management
Information System ("MIS") department.


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INTELLECTUAL PROPERTY

     The Company does not own any patents and has not filed any
patent applications covering its software. The Company currently
relies on unpatented proprietary technology, which may be
duplicated. The Company employs various methods, including
confidentiality agreements with employees and consultants, to
protect its proprietary technology.  Such methods, however, may
not afford complete protection and there can be no assurance that
others will not independently develop such technology or
otherwise obtain access to it, which could have a material
adverse effect on the Company's competitive business position.

     The Company has filed trademark applications for "RAP,"
"Cellular on the Go" and "Family Link."

COMPETITION

     The wireless communications industry is highly competitive
and is characterized by rapidly changing technologies.  In the
cellular industry, the Company's principal competitors are
cellular and PCS carriers and resellers who market their services
directly to the public and on a local and regional basis through
non-exclusive agents such as the Company. Most of the carriers
and some of the resellers have substantially greater financial,
marketing and technological resources than the Company and, with
respect to cellular services, have been marketing their services
for a substantially longer period of time than the Company in
those geographic locations in which the Company offers its
activation services. The Company believes, however, that it can
effectively compete with these companies based upon the strength
of its national distribution network comprised of the retail mass
merchandisers under contract with the Company.  The establishment
of these channels of national distribution has made possible
nationwide advertising of wireless products and services, which,
the Company believes, is a critical factor in the increasingly
competitive marketplace.  The Company also believes that the
nationwide scope of its information and activation services, the
uniqueness of its ASN System and the breadth of the informational
services it can offer to prospective retail purchasers of
wireless products, as well as the detailed statistical data which
it can generate in diverse formats as may be requested by retail
mass merchandisers and direct response marketing companies, will
enable it to develop additional regional and national
distribution channels.

     The Company competes with a large number of paging carriers
that provide regional and national service and who market their
services primarily through direct sales and reseller
arrangements.  Many of these carriers have substantially greater
financial, marketing and technological resources than the Company
and have been marketing their paging services for substantial
periods of time.  The Company believes, however, that since most
paging carriers do not have strong brand name recognition and,
for the most part, have utilized a standard marketing approach


                          13
<PAGE>
<PAGE>

and have limited retail marketing experience, the Company's
national distribution network together with its ability to
provide a broad range of services will enable it to effectively
compete in the paging industry.

     Continuing technological advances in telecommunications such
as the development of enhanced specialized mobile radio systems
and increasing use of satellite-assisted transmissions make it
impossible to predict the extent of future competition. However,
as each of these and other similar emerging technologies require
activation prior to initial use, the Company's systems have been
developed with a view towards compatibility with all such
technologies.  The Company believes that such technologies will
be increasingly offered to end-users through retail mass
merchandisers and direct marketing response companies and,
accordingly, believes that it will be able to effectively compete
in its market niche. There can be no assurance, however, that the
Company will be an effective competitor in the face of these and
other technological advances.  In addition, the Company is unable
to predict the effect, if any, on the Company's business of the
recently enacted Federal Telecommunications Act of 1996.

EMPLOYEES

     As of March 12, 1997 the Company employed a total of 258
persons, including its three executive officers, a chief
technical officer, manager for paging services, director of
carrier relations, information systems personnel, customer
service and support personnel, clerical and administrative
workers and account representatives.  The Company also utilizes
three independent sales representative organizations and, on an
as-needed basis, other independent contractors. The success of
the Company will depend in large part on its continued ability to
attract and retain highly skilled and qualified personnel.
Although competition for qualified employees is intense in the
cellular communications and software industries, the Company has
to date successfully recruited a number of trained computer
programmers (internal staff and outside contractors) and
experienced cellular and paging sales and marketing personnel.
None of the Company's employees is represented by a labor union
or is subject to a collective bargaining agreement. The Company
believes that its relations with its employees are good.

RISK FACTORS THAT MAY AFFECT FUTURE RESULTS

     History of Losses; Uncertain Future Profitability

     The Company, which has never operated at a profit, has
experienced increasing losses since its inception in 1991. Such
losses aggregated $1,721,628, $4,120,554 and $7,783,713 for the
years ended December 31, 1994, 1995, and 1996, respectively, and
are continuing.  There can be no assurance that the Company will
ever achieve profitability. At December 31, 1996 the Company had
an accumulated deficit of $14,335,976.  The Company expects to
continue to incur losses in future periods, principally



                          14
<PAGE>
<PAGE>

attributable to projected start-up expenses associated with the
provision of wireless communication activation services at new or
additional retail locations and the Company's intended expansion
of its wireless communication reseller operations.  There can be
no assurance that the Company's existing retail mass merchandiser
customers will expand their use of the Company's services, that
the Company will obtain additional customers, that the Company
will successfully develop as a reseller of wireless
communications services, or that the Company will achieve
profitability in the future.

     Uncertain Management of Growth

     The Company has only recently made the transition from being
a development stage company, whose services were utilized by a
single customer at approximately 150 retail locations on a trial
basis as of December 31, 1993, to an operating company whose
services at December 31, 1996 were utilized by eight principal
customers at approximately 4,000 retail locations. The Company's
ability to manage this growth, including a projected expansion in
1997 in the number of retail locations at which it provides
wireless activation services and the further development of its
reseller operations, will require it to implement and continually
expand its operational and financial systems, recruit additional
employees and train and manage both current and new employees.
Growth may place a significant strain on the Company's
operational resources and systems and failure to effectively
manage this projected growth would have a material adverse effect
on the Company's business.

     Development of Wireless Reseller Operations

     A crucial component of the Company's strategy is its
development as a non-facilities based wireless services provider,
or reseller.  As of December 1996, the Company was operating as a
reseller of the cellular services of two carriers in certain
markets and is continuing to negotiate agreements with other
carriers.  The Company is also actively investigating potential
acquisitions of, or mergers with, other non-facilities based
wireless carriers.  The success of the Company's reseller
expansion plan is subject to a number of risks including its
ability to negotiate additional reseller agreements on
commercially reasonable terms, the availability of suitable
merger and/or acquisition candidates and the difficulties
inherent in integrating any acquired operations into the Company,
the increasingly competitive nature of the wireless
telecommunications industry, including the effect of the
development and introduction of new technologies, the ability to
attract additional management personnel and the overall effects
of the trend towards deregulation of the telecommunications
industry, including the possible eventual elimination of the
obligation of wireless carriers to make their services available
for resale.  In addition,the Company will require substantial
financing to accomplish any significant acquisition or merger
transaction and for working capital to operate its proposed


                          15
<PAGE>
<PAGE>

expanded reseller operations for a significant period of time
until profitability is achieved, if ever.  The Company has no
commitments or arrangements for such financing and, accordingly,
the availability of such financing on terms acceptable to the
Company is not assured.  Accordingly, there can be no assurance
that the Company's planned expansion of its reseller operations
will be successful.

     Dependence on Wireless Carriers

     The Company's current business is dependent upon its
relationships with certain cellular and paging carriers as it
cannot operate at the retail level without agency agreements with
such companies. The Company currently has non-exclusive agency
agreements with approximately 50 cellular carriers and their
affiliates, from which the Company has historically derived
substantially all of its revenues.  For the year ended
December 31, 1996, four carriers, Airtouch, GTE (paging), Bell
Atlantic NYNEX, and Ameritech, accounted for approximately 12%,
10%, 9% and 7% of the Company's operating revenues.  For the year
ended December 31, 1995, three carriers, Airtouch, Celulares
Telefonica, and Ameritech accounted for approximately 24%, 22% and
12%, respectively, of the Company's operating revenues.  Two
carriers, Airtouch and Contel Cellular, accounted for 36% and
21%, respectively, of the Company's revenues for the year ended
December 31, 1994. Pursuant to the Company's cellular carrier
agreements, cellular carriers have the right to unilaterally
restructure or revise the Company's activation commissions
subject, in some instances, to the Company's right to terminate
the agreement if the compensation is decreased by more than a
specified amount. These agreements, which generally have terms
ranging from one to five years with automatic renewal for one or
more additional one-year terms absent 60 days advance notice of
termination, do not preclude the carriers from offering cellular
telephone activation services that are competitive with those
offered by the Company. Many of these carriers presently compete
with the Company in these regards on a local or regional basis.
There can be no assurance that significant numbers of such
agreements will not be terminated by the cellular carriers at
their respective maturity dates. The cancellation or loss of a
significant number of the Company's cellular carrier agreements
could materially adversely affect the Company's business.

     Historical Dependence on Principal Customers

     Activations of cellular telephones and pagers sold by three
customers, OfficeMax, Service Merchandise and Kmart, accounted
for approximately 22%, 20% and 9%, respectively, of the Company's
operating revenues for the year ended December 31, 1996.  Kmart,
OfficeMax and Service Merchandise accounted for approximately
32%, 27% and 15%, respectively, of the Company's operating
revenues for the year ended December 31, 1995.  The Company's
contract with OfficeMax expires on December 31, 1997.  The
Company's cellular and paging contracts with Kmart are on a
month-to-month basis.  The Company's two agreements with Service


                          16
<PAGE>
<PAGE>

Merchandise expire, respectively, in January 1998 (kiosk
agreement), subject to automatic extension for successive one-
year terms absent 60 days advance notice of termination, and
September 30, 1997 (cellular service agreement), and perpetual
thereafter subject to termination on 60 days notice.  There can
be no assurance that the Company's customer contracts will remain
in effect or be renewed. The Company's business will be
materially and adversely affected if either OfficeMax, Kmart or
Service Merchandise elects not to continue or renew its contract
in effect or elects to reduce the number of retail locations at
which the Company provides its  activation services.

     Dependence on National Advertising Programs

     The substantial increase in the fourth quarter of 1996 in
the Company's revenues from activation commissions resulted, in
large part, from the initiation of nationwide advertising by the
Company's principal customers, Kmart, OfficeMax and Service
Merchandise.  These advertising campaigns were made possible by
the Company's completion, also in the fourth quarter, of the
installation of activation centers or kiosks in substantially all
of the store locations in these retail chains.  Future increases
in activation commission revenues will be substantially dependent
upon the willingness of these and other mass merchandisers to
engage in additional advertising for wireless services and
products on a national basis and continued consumer demand for
wireless communication devices at retail stores.  Accordingly,
there can be no assurance that the Company's customers will
continue these advertising programs or that any such programs
will be successful.

     Dependence on Key Personnel

     The Company's future success will depend in significant part
upon the continued service of certain key personnel (principally
Bruce A. Hahn, the Company's Chairman and Chief Executive
Officer), and the Company's ability to attract and retain highly
qualified managerial and sales and marketing personnel in the
field of cellular communications. Competition for such personnel
is intense, and there can be no assurance that the Company can
retain its existing key managerial, technical or other personnel
or that it can attract and retain such employees in the future.
The loss of key personnel or the inability to hire or retain
qualified personnel in the future could have a material adverse
effect upon the Company's results of operations. The Company has
an employment agreement with Mr. Hahn expiring in December 1997
but does not maintain key man life insurance on Mr. Hahn's life.

     Potential Adverse Effect of Competition

     The wireless communications industry is highly competitive
and rapidly changing. The Company's principal competitors are the
cellular, PCS and paging service providers (both facilities and
non-facilities based) who market their services directly to the
public and on a local and regional basis through non-exclusive


                          17
<PAGE>
<PAGE>

agents such as the Company. Most of the wireless providers,
particularly the facilities based carriers, have substantially
greater financial, marketing and technological resources than the
Company and have been marketing their services for a substantial
period of time in the geographical areas in which the Company
provides its activation services.

     Competition in the wireless communications industry is
expected to continue to intensify.  Due to the rapid introduction
of PCS and the growth in the number of non-facilities based
carriers, many areas of the country which previously were covered
by two licensed cellular carriers are now, or will be shortly,
served by five or six wireless providers.  In addition, the trend
towards consolidation within the telecommunications industry,
accelerated by deregulation at the federal level, can be expected
to exert increased competitive pressures on companies that remain
independent.  Further, the continuing downward price trend for
wireless products and services will depress margins further,
requiring industry participants to operate more efficiently or
lose market share.  Accordingly, there can be no assurance that
the Company can operate successfully in the increasingly
competitive wireless telecommunications market.

     Lack of Proprietary Protection

     The Company relies solely on trade secret protection and
non-disclosure agreements to establish and protect its
proprietary rights. The Company does not utilize patents or
copyrights. Despite the Company's efforts to safeguard and
maintain its proprietary rights, there can be no assurance that
it will be successful in doing so, or that its competitors will
not independently develop or patent computer software and
hardware that is substantially equivalent or superior to the
Company's ASN system.

     Equipment Failure; Natural Disaster

     The Company provides its centralized computer-based cellular
activation services from one site in Norcross, Georgia.  Major
equipment or software failure or a natural disaster affecting the
Company's Norcross site could have a significant, adverse effect
on the Company's operations.

     Possible Volatility of Stock Price

     In recent years, the stock market in general, and the market
for shares of small capitalization companies (such as the
Company) in particular, have experienced extreme price
fluctuations which have been unrelated to changes in the
operating performance of the affected companies.  Such
fluctuations could adversely affect the market price of the
Company's Common Stock.


                          18
<PAGE>
<PAGE>

ITEM 2.  PROPERTIES

     The Company's executive offices and other facilities are
located in Norcross, Georgia, a suburb of Atlanta. The premises,
comprising approximately 22,300 square feet, are occupied
pursuant to a lease that expires on January 31, 1999 and requires
current monthly rent payments of approximately $12,000 increasing
to approximately $12,400 in December 1997 and approximately
$12,770 in December 1998.  In addition to its offices, the
facility houses the Company's Voice Center, and software
development and computer facilities.  The Company is seeking to
lease additional space in the Atlanta, Georgia area to
accommodate its expanding operations and believes that adequate
facilities are available at commercially reasonable rentals.

ITEM 3.  LEGAL PROCEEDINGS

(a)  The Company is not a party to any material pending legal
proceedings.

(b)  The Company was not a party to any material legal proceeding
that was terminated during the fourth quarter of the fiscal year
ended December 31, 1996.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     There were no matters submitted to a vote of the Company's
security holders during the fourth quarter of the fiscal year
ended December 31, 1996.
















                          19
<PAGE>
<PAGE>

PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS

     The Company's Common Stock is quoted on the Nasdaq National
Market ("NNM") under the symbol "USCM."  Prior to January 10,
1996, the Common Stock was quoted on the OTC Bulletin Board.  The
following table sets forth the range of high and low bid
quotations on the OTC Bulletin Board for the periods indicated
through January 9, 1996, and the high and low sales prices on the
NNM for the periods indicated during 1996.

<TABLE>
<CAPTION>
                                        BID PRICE            SALE PRICE
                                       ------------        --------------
                                       HIGH     LOW        HIGH       LOW
                                      ------   -----      ------     -----
THREE MONTHS ENDED
-------------------
<S>                                  <C>       <C>        <C>        <C>
March 31, 1995                        5 1/4     4 3/8

June 30, 1995                         5 3/4     3 7/16

September 30, 1995                    8 1/2     4 7/8

December 31, 1995                    12 1/8     6
(through January 9, 1996)

March 31, 1996 (January 10, 1996                          10 3/4      6 5/8
through March 31, 1996)

June 30, 1996                                              9 5/8      6 3/8

September 30, 1996                                         7 5/8      4 1/2

December 31, 1996                                          7 3/4      4 1/4
</TABLE>

     The above bid price quotations through January 9, 1996
reflect inter-dealer prices, without mark-up, markdown or
commission and may not necessarily represent actual transactions.

     As of March 25, 1997, there were 98 holders of record of the
Company's Common Stock.  The Company believes there were in
excess of 3,000 beneficial holders of the Common Stock as of such
date.

     The Company has not declared any cash dividends on its
Common Stock and does not intend to pay cash dividends on its
Common Stock for the foreseeable future.



                          20
<PAGE>
<PAGE>

ITEM 6.  SELECTED HISTORICAL FINANCIAL DATA OF THE COMPANY

     The following selected financial data have been derived from
the Company's consolidated financial statements which have been
audited by Arthur Andersen LLP, independent public accountants.
The following data should be read in conjunction with the
Company's consolidated financial statements and related notes
appearing elsewhere in this Report on Form 10-K.

<TABLE>
<CAPTION>
Statement of Operations Data:

                                                         Year Ended December 31,

                                     1996            1995            1994           1993          1992
<S>                               <C>             <C>             <C>            <C>           <C>
Total revenues                    $ 7,073,167     $ 4,757,149     $ 1,606,961    $ 441,341     $ 117,861

Operating Expenses

  Commissions pass-through
  and other direct costs            3,530,756       3,111,946       1,175,918      281,073        68,622

  Selling, general and
  administrative                   12,311,293       4,947,429       1,981,171      519,547       304,633

Operating loss                     (8,768,882)     (3,302,226)     (1,550,128)    (359,279)     (273,954)

Loss before extraordinary item     (7,783,713)     (3,441,376)     (1,721,628)    (360,069)     (271,765)

Extraordinary item                   (  -0-  )       (679,178)              0            0             0

Net loss                          $(7,783,713)    $(4,120,554)    $(1,721,628)   $(360,069)    $(271,765)

Net loss per
common share                           $(0.76)         $(0.74)         $(0.57)      $(0.16)       $(0.10)

Weighted average common
shares outstanding                 10,187,909       5,557,120       3,004,131     2,184,174     2,056,634


<CAPTION>
Balance Sheet Data

                                                            At December 31,

                                     1996            1995            1994           1993          1992
<S>                               <C>             <C>             <C>            <C>           <C>
Working capital (deficit)         $13,177,931     $24,131,288     $ 1,053,715    $ 150,820     $(106,421)

Total assets                       26,394,982      30,083,295       3,990,238      979,773        83,668

Subordinated debentures, net
  of original issue discounts               -               -       2,531,619            -             -

Accumulated deficit               (14,335,976)     (6,552,263)     (2,431,709)    (710,081)     (350,012)

Total stockholders'
equity (deficit)                  $19,312,420     $18,049,456     $  (299,539)    $414,061     $ (76,812)
</TABLE>



                          21
<PAGE>
<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

     Trinity Six Inc. ("Trinity"), the Company's predecessor, was
organized in September 1992 for the purpose of raising funds to
effect a merger, exchange of capital stock, asset acquisition or
other similar business combination with an operating business.
In September 1993, Trinity completed an initial public offering
of equity securities pursuant to which it received net proceeds
of approximately $9,981,000.  On May 15, 1995, Trinity completed
a merger (the "Merger") with U.S. Communications, Inc. pursuant
to which U.S. Communications, Inc. became a wholly owned
subsidiary of Trinity, and Trinity changed its name to USCI, Inc.
(the "Company").

     U.S. Communications, Inc. was organized in 1991 and did not
commence operations of its cellular activation and processing
systems with its first retail mass merchandiser, OfficeMax, until
mid-1993.  Prior to that time, U.S. Communications was
principally engaged in organizational activities, raising capital
and in the development of its activation and processing systems.
As stated in Item 1 of Part I of this Report, unless the context
indicates otherwise, all references below to the "Company" are
deemed to include U.S. Communications, Inc. prior to completion
of the Merger and USCI, Inc. and its subsidiaries subsequent to
the Merger.

RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 1996 COMPARED TO
YEAR ENDED DECEMBER 31, 1995.

     Total revenues for the year ended December 31, 1996
("1996"), consisting primarily of commissions paid to the Company
as a non-exclusive customer service and activation agent for
cellular and paging carriers, were $7,073,167 as compared to
$4,757,149 for the year ended December 31, 1995 ("1995").

     The 48.7% increase in revenues between 1995 and 1996 is
attributable to several factors.  The Company opened
approximately 3,000 new activation centers at retail mass
merchandiser locations, including OfficeMax, Kmart, Service
Merchandise, Meijer, Target Stores, and Montgomery Ward in 1996.
During the fourth quarter, the Company completed installation of
its activation centers in over 85% of Kmart locations, over 90%
of OfficeMax locations, 70% of Montgomery Ward locations and 100%
of Meijer and Osco Drug locations, which permitted these channels
of distribution, for the first time, to engage in chain-wide
advertising of cellular products and services on a national
basis.  In addition, the 1996 holiday retail sales season was
considerably stronger than in 1995.  As a result, Company
cellular telephone activations increased to approximately 15,530
in 1996 (of which 45% occurred in the fourth quarter) from


                          22
<PAGE>
<PAGE>

approximately 13,500 in 1995.  Paging activations, which were
initiated in a pilot program in the third quarter of 1995,
increased to 34,736 in 1996 (of which 78% occurred in the fourth
quarter) from 700 in 1995.  Other operating revenue, consisting
primarily of market development funds, increased to $2,052,050
for 1996 from $451,932 for 1995.  Market development funds
consist of payments or obligations from carriers and
manufacturers for promotional expenditures, and increased
primarily due to increased activity at existing activation
centers, the opening of new retail centers and a significant
increase in promotional advertising activity.

     Operating expenses, consisting primarily of commission pass-
throughs to retail mass merchandisers, and selling, general and
administrative expenses, increased to $15,842,049 for 1996 from
$8,059,375 for 1995.  The increase was directly related to the
expansion of the Company's operations and the opening of
substantial numbers of new cellular and paging centers.

     Commission pass-throughs to retail merchandisers, which
average between 70% and 75% of the activation fees paid by
cellular carriers to the Company under agency agreements and
approximately 10% of the activation fees paid by the paging
carrier, aggregated $3,530,756 for 1996 as compared to $3,111,946
for 1995.  The 13.5% increase reflects the increase in the number
of cellular telephone and pager activations.

     Selling, general and administrative expenses for 1996
aggregated $12,311,293 as compared to $4,947,429 for 1995
reflecting the Company's growth.  Salaries and related employee
benefits increased significantly, reflecting the Company's
expanded hiring of executive, managerial, customer service and
information systems personnel to support its growth.  Increases
in the scope and volume of operations resulted in substantial
increases in business travel expenses, telephone service costs,
office expenses and advertising related costs.  Business
insurance and franchise taxes increased primarily due to the
increase in the scope of the Company's operations and its change
in status to that of a publicly held company.  Legal and
accounting fees increased significantly from 1995 to 1996 due
primarily to negotiation of contractual relationships with retail
mass merchandisers, direct marketing response companies and
additional cellular carriers.  Fixed assets depreciation and
amortization increased substantially from 1995 to 1996 primarily
due to an increase in capital spending for promotional displays,
communications devices, computers, computer peripherals and
software placed into service during 1996.

     Interest income, net of interest expense , aggregated
$983,856 for 1996 compared to interest expense of $139,150 for
1995, due to the substantial increase in the Company's cash
reserves resulting from the exercise of its outstanding warrants
in November 1995, and the repayment in full in May 1995 of
outstanding debentures in the principal amount of $3,450,000.  As


                          23
<PAGE>
<PAGE>

a result of the acceleration of the repayment of this debt, the
remaining unamortized discount and other unamortized debenture
related costs of $679,178 were charged against income as an
extraordinary item for 1995.

     The Company incurred net losses of $7,783,713 and $4,120,554
for 1996 and 1995, respectively.

YEAR ENDED DECEMBER 31, 1995 COMPARED TO
YEAR ENDED DECEMBER 31, 1994.

     Total revenues for the year ended December 31, 1995
("1995"), consisting primarily of commissions paid to the Company
as a non-exclusive customer service and activation agent for
cellular and paging carriers, were $4,757,149 as compared to
$1,606,961 for the year ended December 31, 1994 ("1994").

     The 196% increase in revenues between 1994 and 1995 was
primarily attributable to significant increases in activations in
1995 resulting from the opening of substantial numbers of new
activation centers at retail mass merchandiser locations during
the year.  These included OfficeMax, Kmart, Service Merchandise,
Lowe's, Meijer, Target Stores, and Montgomery Ward.  Cellular
telephone activations approximated 13,500 and 5,000 during 1995
and 1994, respectively.  Paging activations, which were initiated
in a pilot program in the third quarter of 1995, constituted
approximately 5% of total activations for 1995.  Other operating
revenue, consisting primarily of market development funds,
increased to $451,932 for 1995 from $110,687 for 1994.

     Operating expenses, primarily consisting of commission pass-
throughs to retail mass merchandisers, and selling, general and
administrative expenses, increased to $8,059,375 for 1995 from
$3,157,089 for 1994.  The increase was directly related to the
expansion of the Company's operations and the opening of
substantial numbers of new cellular centers.

     Commission pass-throughs to retail mass merchandisers, which
average between 70% and 75% of the activation fees paid by
cellular carriers to the Company and approximately 10% of the
activation fees paid by the paging carrier, aggregated $3,111,946
for 1995 as compared to $1,175,918 for 1994.  The 165% increase
relates to the increase in the number of cellular telephone
activations.

     Selling, general and administrative expenses for 1995
aggregated $4,947,429 as compared to $1,981,171 for 1994
reflecting the Company's growth.  Salaries and related employee
benefits increased significantly reflecting the Company's
expanded hiring of executive, managerial, customer service and
information systems personnel to support its growth.  Increases
in the scope and volume of operations resulted in substantial
increases in business travel expenses, telephone service costs,
office expenses and advertising related costs.  Business
insurance and franchise taxes increased primarily due to the
increase in the scope of the Company's operations and its change


                          24
<PAGE>
<PAGE>

in status to that of a publicly-held company.  Legal and
accounting fees increased significantly from 1994 to 1995 due
primarily to negotiation of contractual relationships with retail
mass merchandisers, direct marketing response companies and
additional cellular carriers, and costs related to the Merger.
Fixed assets depreciation and amortization increased
substantially from 1994 to 1995 primarily due to an increase in
capital spending for promotional displays, communications
devices, computers, computer peripherals and software placed into
service during 1995.

     Interest expense, net of interest income, including
amortization of original issue discounts for 1995, aggregated
$139,150 for 1995 compared to $167,750 for 1994.  The reduction
was due to a substantial increase in interest income earned on
the Company's cash reserves.

     In 1995, the Company utilized a portion of the proceeds of
the Merger to repay in full outstanding debentures in the
principal amount of $3,450,000.  As a result of the acceleration
of the repayment of this debt, the remaining unamortized discount
and other unamortized debenture related costs of $679,178 have
been charged against income as an extraordinary item for 1995.

     The Company incurred net losses of $4,120,554 and $1,721,628
for 1995 and 1994, respectively.

LIQUIDITY AND CAPITAL RESOURCES

     At December 31, 1996, the Company had working capital of
$13,177,931, cash and marketable securities of $15,581,244, and a
total stockholders equity of $19,312,420.

     As a consequence of the completion of the Merger with
Trinity in May 1995, the Company received cash and cash
equivalents of approximately $9,750,000, of which $3,450,000 was
used to repay debt.  In October 1995, the Company issued a notice
of redemption for all of its outstanding Class A and Class B
Common Stock Purchase Warrants (the "Warrants").  Upon expiration
of the warrant exercise period, the Company had received net
proceeds of approximately $21,850,000 from the exercise of the
Warrants.

     The Company believes that its existing capital resources,
together with anticipated revenues from operations, will provide
the Company with sufficient funds to finance its current level of
business operations for at least the next 12 months.  However,
the Company plans to significantly expand and further develop its
non-facilities based reselling operations through acquisition of,
or mergers with, other non-facilities based wireless carriers and
the negotiation of additional reseller agreements with wireless
carriers.  The Company also anticipates expending approximately
$1,000,000 through the end of 1997 on continued development and
refinement of its software programs and systems in order to
efficiently accommodate increased levels of business and to


                          25
<PAGE>
<PAGE>

maintain the Company's competitive position.  This planned
expansion and development will require substantial financing.
The Company currently has no commitments or arrangements for such
financing and there can be no assurance that any such financing
will be available on satisfactory terms, if at all.

     Unlike the agency business which generates an immediate
activation commission, the resale of wireless services requires
immediate investment in subscriber acquisition costs as well as
on-going costs generated from the purchase of air time from
carriers and for administrative support.  These costs are
recoverable from the long-term revenue stream created by the
continuation of subscribers' services.  The Company's ability to
capture such revenue streams may be adversely affected by service
cancellations before subscriber acquisition costs are recovered
and by losses caused by the fraudulent use of service which, by
law, are not recoverable from subscribers.

INFLATION

     To date, inflation has not had any significant impact on the
Company's business.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     Reference is made to pages F-1 to F-19 comprising a portion
of this Annual Report on Form 10-K.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE

     None.











                          26
<PAGE>
<PAGE>

PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The executive officers and directors of the Company are as
follows:


Name                   Age     Position

Bruce A. Hahn          47      Chairman of the Board; President;
                               Chief Executive Officer

Robert J. Kostrinsky   38      Executive Vice President;
                               Treasurer; Chief Financial Officer

Basil H. Ford          52      Vice President - Corporate Development
                               and Investor Relations; Secretary

Edgar Puthuff          61      Director

Jerome S. Baron        70      Director

Lawrence Burstein      54      Director

Salvatore T. DiMascio  56      Director

     Bruce A. Hahn has been a director of U.S. Communications,
Inc. since its inception in January 1991, its Chairman since
November 1991 and Chief Executive Officer since December 1992.
He has held the same positions with the Company since the
completion of the Merger with Trinity (the "Effective Time").
From June 1985 to February 1992, Mr. Hahn was the Chief Executive
Officer, Chairman of the Board, and, from June 1985 to October
1989, and July 1990 to February 1992, President of International
Consumer Brands, Inc., a company engaged in the manufacture and
sale of consumer products. International Consumer Brands filed a
petition for reorganization under Chapter 11 of the federal
bankruptcy laws in April 1992, which is still pending. From April
1984 to June 1985, Mr. Hahn was Executive Vice President and
General Manager of Cosmo Communications Corp., a manufacturer of
consumer communications and electronics products. From April 1980
to March 1984, Mr. Hahn was employed by Conair Corporation, a
leading manufacturer of personal care appliances and residential
telephone products, first as new products marketing manager and
subsequently as Vice President and General Manager, Conair
Appliance and Electronics Division.

     Robert J. Kostrinsky has been Secretary-Treasurer of U.S.
Communications, Inc. since November 1991 and Executive Vice
President since November 1994.  He has been Executive Vice
President and Treasurer of the Company since the Effective Time,
was Secretary of the Company from the Effective Time until July
1996, and became Chief Financial Officer in April 1996.  From
April 1987 to July 1992, Mr. Kostrinsky was Secretary-Treasurer
of International Consumer Brands, Inc., which filed a petition
for reorganization under Chapter 11 of the Federal Bankruptcy
Laws in April 1992. Mr. Kostrinsky, a certified public


                          27
<PAGE>
<PAGE>

accountant, was employed from 1981 to April 1987 by the
accounting firm of Grant Thornton.  At the time he joined
International Consumer Brands, Inc., he was an audit manager for
Grant Thornton.

     Basil H. Ford joined the Company as Vice President -
Corporate Development and Investor Relations in June 1996 and
became Secretary of the Company in July 1996.  From 1993 to 1996,
Mr. Ford was employed by Sonoco Products Company, a publicly held
multi-national packaging company, serving from 1994 to 1996 as
Vice President of Investor Relations.  From 1982 until its
acquisition by Sonoco Products in 1993, Mr. Ford was employed by
Engraph Inc., a publicly held packaging company, most recently
(1988 to 1993) as Vice President - Investor Relations/Corporate
Development/Strategic Planning.

     Edgar Puthuff has been a director of U.S.Communications,
Inc. since June 1992 and a director of the Company since the
Effective Time. Mr. Puthuff has been Chairman of Puthuff
Littleton & Smith, Inc. (formerly Miller Puthuff Associates,
Inc.), a sales/marketing representative for major accounts such
as Kmart Corporation, for more than 20 years. Mr. Puthuff is also
currently a director of General Energy Corp., and served briefly
as director of International Consumer Brands, Inc.

     Jerome S. Baron has been a director of U.S. Communications,
Inc. since December 1993 and a director of the Company since the
Effective Time.  Mr. Baron is President of Brean Murray, Foster
Securities, Inc., a New York Stock Exchange and American Stock
Exchange member firm.  Mr. Baron is also a director of CAS
Medical Systems, Inc., a public company engaged in the
manufacture and marketing of blood pressure monitors and other
medical products principally for the neonatal care market.

     Lawrence Burstein has been a director of U.S.
Communications, Inc. since December 1993, President, Treasurer
and a director of Trinity since its inception in September 1992
and a director of the Company since the Effective Time. Since
October 1982, Mr. Burstein has been Chairman of the Board and a
principal shareholder of Trinity Capital Corp., which is engaged
principally in making investments in privately-held companies.
Mr. Burstein is a director of four other public companies, being,
respectively, CAS Medical Systems, Inc., engaged in the
manufacture and marketing of blood pressure monitors and other
medical products principally for the neonatal market, The MNI
Group Inc., engaged in the marketing of specially formulated
medical foods, T.HQ, Inc., a Nintendo game and children's toy
company, and Trinity Americas Inc., a "blind pool" company. Mr.
Burstein received an LL.B. from Columbia Law School.

     Salvatore T. DiMascio became a director of the Company in
July 1996.  Since June 1994, Mr. DiMascio has been Executive Vice
President and Chief Financial Officer of Anchor Gaming, a
publicly held diversified gaming company.  Prior to joining
Anchor Gaming, Mr. DiMascio served as President of DiMascio


                          28
<PAGE>
<PAGE>

Venture Management, Inc., a management and investment firm, for
over eight years.  From 1978 to 1986 Mr. DiMascio was Senior Vice
President and Chief Financial Officer of Conair Corporation.  Mr.
DiMascio is a certified public accountant.

     Each director is elected at the Company's Annual Meeting of
Stockholders and serves until his or her successor is duly
elected and qualified.  Officers are elected annually by and
serve at the discretion of Board of Directors.

ITEM 11.  EXECUTIVE COMPENSATION

     The following summary compensation table sets forth
information concerning compensation for services in all
capacities awarded to, earned by or paid to the Chief Executive
Officer of the Company and the one other executive officer whose
compensation exceeded $100,000 ("named executive officers")
during the fiscal year ended December 31, 1996.


                  SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>

                                                                                     Long-Term Compensation
                                                                           -------------------------------------
                                           Annual Compensation                      Awards              Payouts
                                   ------------------------------------    -------------------------    -------
                                                             Other         Restricted    Securities                All
                                                            Annual           Stock       Underlying     LTIP       Other
Name and Principal                  Salary      Bonus      Compensation      Awards      Options/SARs   Payouts    Compen-
Position                  Year       ($)         ($)          ($)             ($)            (#)         ($)        sation
------------------        ----     --------    ----------  -------------   -----------   ------------   -------    --------
<S>                       <C>      <C>         <C>          <C>            <C>           <C>             <C>          <C>
Bruce A. Hahn (1),        1996     200,266      -           18,000          -              -              -            -
Chairman, President       1995     158,000      -           18,000          -            118,437          -            -
Chief Executive Officer   1994     101,500     16,500          -            -              -              -            -

Robert J. Kostrinsky      1996     100,266      -           15,000          -              -              -            -
Executive Vice            1995      75,000      -           12,000          -             59,217          -            -
President, Chief          1994      60,000      3,750          -            -              -              -            -
Financial Officer

<FN>
(1)  Salary payments include commissions paid pursuant to Mr. Hahn's employment agreement. Such commissions totaled $266, $0 and
$10,500 for the years ended December 31, 1996, 1995 and 1994, respectively.  Mr. Hahn has been Chairman, President and Chief
Executive Officer of U.S. Communications, Inc since its inception and assumed those positions with the Company upon completion of
the Merger with Trinity on May 15, 1995.
(2)  Salary payments include commissions paid pursuant to Mr. Kostrinsky's employment agreement.  Such commissions totalled $10,266,
$0 and $0 for the years ended December 31, 1996, 1995 and 1994, respectively.
</FN>
</TABLE>

     The Company made no grants of stock options or stock
appreciation rights to any named executive officer during the
fiscal year ended December 31, 1996.

     The following table sets forth information concerning option
exercises and option holdings for the fiscal year ended
December 31, 1996 with respect to the named executive officers.


                          29
<PAGE>
<PAGE>
             AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
                 AND FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
                                     Value
                                   Realized
                                    (Market
                                   price at                                  Value of Unexercised in-
                                   exercise                                  the-money options at FY-
                     Shares         less        Number of Securities           End (Market price of
                   acquired on     exercise     Underlying Unexercised       shares at FY-End ($5.375)
                   exercise(#)     price ($)    Options at FY-End (1)        less exercise price) (1)
                   -----------    ----------   --------------------------   ---------------------------
                                               Exercisable  Unexercisable   Exercisable  Unexercisable
                                               -----------  -------------   -----------  -------------
<S>                    <C>           <C>        <C>           <C>           <C>          <C>
Bruce A. Hahn           -            -          78,958        39,479         $124,359     $62,179

Robert J. Kostrinsky                            39,478        19,739         $ 62,178     $31,089
</TABLE>

     The Company made no Long-Term Incentive Plan Awards during
the fiscal year ended December 31, 1996.

     The Company has no defined benefit or actuarial plan.

     The Company did not, during the fiscal year ended
December 31, 1996, adjust or amend the exercise price of options
previously awarded to the named executive officers.

Compensation Committee Interlocks and Insider Participation

     Lawrence Burstein, a member of the Company's Stock Option
Committee, was an officer of Trinity Six Inc. until the Merger in
May 1995.

Compensation of Directors

      Non-employee directors currently are entitled to receive a fee
of $500, plus reimbursement of out-of-pocket expenses, for attendance
at each meeting of the Company's Board and any committee meeting
thereof not held in conjunction with a Board Meeting.  Each non-employee
director also receives an annual grant of non-qualified stock options to
acquire shares of the Company's Common Stock in an amount to be determined
each year by the entire Board of Directors.  In 1996, each non-employee
director received nonqualified five-year options to purchase 25,000
shares of Common Stock at exercise prices ranging from $5.00 to $8.25
per share.

Employment Contracts

     As a condition to the Merger with Trinity Six Inc., Bruce A.
Hahn entered into a three-year employment agreement with the
Company, effective retroactively to January 1, 1995, and
subsequently amended in January 1996, which provides for an
annual base salary of $150,000 in 1995, increasing to $200,000
for 1996 and 1997.  As additional compensation, Mr. Hahn is
entitled to receive a commission for the calendar year ended
December 31, 1996 of $1.00 per net wireless activation (as
defined in the agreement ("NWA")) for NWAs in excess of the first
50,000 and $2.00 per NWA for each NWA in excess of 100,000, not
to exceed $500,000 in that year. Mr. Hahn's additional
compensation for the calendar year ending December 31, 1997 shall
be computed in the same manner as that of calendar 1996, but with
no limitation as to the aggregate amount of commissions payable
to Mr. Hahn for that calendar year. Mr. Hahn receives a monthly


                         30
<PAGE>
<PAGE>

car allowance of $1,500 and reimbursement of business expenses,
and is eligible to participate in any Company sponsored benefit
plans. Mr. Hahn also received five-year options, exercisable at
$3.80 per share, to purchase an aggregate of 118,437 shares of
the Company's Common Stock, vesting to the extent of 39,479 of
such options on December 31, 1995, 1996 and 1997, respectively.

     Robert Kostrinsky's employment agreement with the Company
provides for an annual base salary of $75,000 in 1995, increasing
to $90,000 for 1996 and 1997.  As additional compensation, Mr.
Kostrinsky  is entitled to receive a commission for the year
ended December 31, 1996 of $1.00 per NWA for NWAs in excess of
the first 40,000 and $1.50 per NWA for each NWA in excess of
100,000 not to exceed $200,000 in that year.  Mr. Kostrinsky's
additional compensation for the calendar year ending December 31,
1997 shall be computed in the same manner as that of calendar
1996, but the aggregate amount of commissions payable to Mr.
Kostrinsky for that calendar year shall not exceed $250,000.  Mr.
Kostrinsky receives a monthly car allowance of $750 and
reimbursement of business expenses, and is eligible to
participate in any Company sponsored benefit plans.  Mr.
Kostrinsky also received five-year options, exercisable at $3.80
per share, to purchase an  aggregate of 59,217 shares of the
Company's Common Stock, vesting to the extent of 19,739 of such
options on December 31, 1995, 1996 and 1997, respectively.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
          AND MANAGEMENT

     The following table sets forth information as of March 25,
1997, based on information obtained from the persons named below,
with respect to the beneficial ownership of shares of the
Company's Common Stock held by (i) each person known by the
Company to be the owner of more than 5% of the outstanding shares
of the Company's Common Stock, (ii) each director, (iii) each
named executive officer, and (iv) all executive officers and
directors as a group:

<TABLE>
<CAPTION>
Name and Address                Number of Shares                 Percentage
of Beneficial Owner             Beneficially Owned (1)           of Class
----------------------------------------------------------------------------
<S>                              <C>                               <C>
Bruce A. Hahn
6115A Jimmy Carter Blvd.
Norcross GA                      1,172,763 (2)                       11.4%

Edgar Puthuff                      181,256 (3)                        1.8%

Jerome S. Baron                     88,385 (4)                       *

Lawrence Burstein                  316,350 (5)                        3.1%

Salvatore T. DiMascio                2,000                           *

Robert J. Kostrinsky               203,978 (6)                        2.0%

All directors and
executive officers as
a group (seven persons)          1,981,832 (7)                       18.9%

---------------
 *  Less than 1%.
</TABLE>

                          31
<PAGE>
<PAGE>

(1)  As used herein, beneficial ownership means the sole or shared power to
     vote, or direct the voting of, a security, or the sole or shared power
     to invest or dispose, or direct the investment or disposition, of a
     security. Except as otherwise indicated, all persons named herein have
     (i) sole voting power and investment power with respect to their shares
     of the Company's Common Stock, except to the extent that authority is
     shared by spouses under applicable law and (ii) record and beneficial
     ownership with respect to their shares of the Company's Common Stock.
(2)  Includes 78,958 shares issuable upon the exercise of currently
     exercisable options at $3.80 per share and 90,000 shares held by members
     of Mr. Hahn's immediate family.
(3)  Includes 64,479 shares issuable upon the exercise of currently
     exercisable options, at $4.43 (39,479 shares) and $8.25 (25,000 shares)
     per share; also includes 54,138 shares held by the Puthuff Littleton &
     Smith, Inc. Pension and Profit Sharing Plan, of which Mr. Puthuff is the
     trustee, and 10,000 shares issuable upon the exercise of currently
     exercisable options at $5.75 per share held by Puthuff Littleton &
     Smith, Inc., of which Mr. Puthuff is a principal.
(4)  Includes 64,479 shares issuable upon the exercise of currently
     exercisable options, at $4.43 (39,479 shares) and $8.25 (25,000 shares)
     per share.
(5)  Includes 8,667 shares of the Company's Common Stock owned by Trinity
     Capital Corp. over which shares Mr. Burstein has shared voting and
     investment power; 8,334 shares owned by members of Mr. Burstein's
     family; and 50,000 shares issuable upon the exercise of currently
     exercisable warrants at $6.00 per share and 39,479 shares issuable upon
     the exercise of currently exercisable options, at $5.75 per share.
(6)  Includes 39,478 shares issuable upon the exercise of currently
     exercisable options at $3.80 per share.
(7)  Includes the shares described in footnotes (2) through (6) above, and
     17,100 shares held by an executive officer.

VOTING AGREEMENT

     Simultaneously with the consummation of the Merger, the
Company's directors and executive officers and certain other
stockholders entered into a voting agreement (the "Voting
Agreement") which provides that, for a three-year period, each of
the parties will use all reasonable efforts to cause management
of the Company to nominate as directors of the Company one
designee of the parties who were previously affiliates of Trinity
and up to six designees of the other parties to the Voting
Agreement and to vote their shares in favor of the election as
directors of such designated nominees.


     Prior to the Merger, Trinity's directors were Lawrence
Burstein, Barry Goldin, John Cattier and Barry Ridings.  Bruce
Hahn, Lawrence Burstein, Edgar Puthuff and Jerome Baron comprised
the directors of U.S. Communications, Inc.  As a result of the
Merger and pursuant to the Voting Agreement, Messrs. Goldin,
Cattier and Ridings resigned as directors of Trinity and the
directors of U.S. Communications, Inc. were elected directors of
the Company.



                                   32
<PAGE>
<PAGE>

     There are no arrangements known to the Company the operation
of which may at a subsequent date result in a change in control
of the Company.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     None.

PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K

(a)(1)    FINANCIAL STATEMENTS

USCI, Inc.

     Report of Independent Public Accountants

     Consolidated Balance Sheets as of December 31, 1996 and 1995

     Consolidated Statements of Operations for the years ended
     December 31, 1996, 1995 and 1994

     Consolidated Statements of Changes in Stockholder's Equity
     (Deficit) for the years ended December 31, 1996, 1995 and
     1994

     Consolidated Statements of Cash Flows for the years ended
     December 31, 1996, 1995 and 1994

     Notes to Consolidated Financial Statements

(a)(2)    FINANCIAL STATEMENT SCHEDULES

     All financial statement schedules are omitted because the
conditions requiring their filing do not exist or the information
required thereby is included in the financial statements filed,
including the notes thereto.

(b)  REPORTS ON FORM 8-K

     The Company did not file any reports on Form 8-K during the
fourth quarter of the fiscal year ended December 31, 1996.

(c)  EXHIBITS

NUMBER    DESCRIPTION OF EXHIBIT

 3.1      Certificate of Incorporation of Registrant (1)
 3.2      Certificate of Amendment of Certificate of
          Incorporation of Trinity Six Inc. (4)
 3.3      By-Laws of Registrant (1).
 4.1      Form of Certificate evidencing shares of Common
          Stock (5).


                          33
<PAGE>
<PAGE>

 4.4      Form of Representative's Warrant between the Registrant
          and Gaines, Berland, Inc. (1)
10.1      Amended and Restated 1992 Stock Option Plan (6).
10.2      Employment Agreement, dated as of January 1, 1995,
          between U.S. Communications, Inc. and
          Bruce A. Hahn (3).
10.2A     Amendment No. 1 to Employment Agreement, dated as of
          January 1, 1996, between U.S. Communications, Inc. and
          Bruce A. Hahn (7).
10.3      Employment Agreement, dated as of January 1, 1995,
          between U.S. Communications, Inc. and Robert J.
          Kostrinsky (3)
10.3A     Amendment No. 1 to Employment Agreement, dated as of
          January 1, 1996, between U.S. Communications, Inc. and
          Robert J. Kostrinsky (7).
10.5      Lease for premises at 6140-C Northbelt Parkway,
          Norcross, Georgia 30017, as amended (3)
10.5A     Amendment No. 5 to Lease for premises at 6140 Northbelt
          Pkwy., Suites B, C & F and 6115 Jimmy Carter Blvd.,
          Suite A, Norcross, Georgia 30071 (7)
10.6      Agreement dated January 26, 1993 between U.S.
          Communications, Inc. and OfficeMax, Inc., as
          amended (3).
10.7      Agreement dated October 5, 1993 between U.S.
          Communications, Inc. and Kmart Corporation (3)
10.8      Agreement dated May 26, 1993 between U.S.
          Communications, Inc. and Sims Communications, Inc.
          (3).
10.9      Agreement dated April 25, 1994 between U.S.
          Communications, Inc. and Service Merchandise
          Company, Inc. (3).
10.10     Agreement dated July 1994 between U.S. Communications,
          Inc. and Standard Brands of America, Inc. (3).
10.11     Agreement dated November 2, 1994 between U.S.
          Communications, Inc. and Spiegel, Inc. (3).
10.12     Joint Venture Agreement dated November 17,
          1992 between Ameritel Communications, Inc.
          and Computer Telephone Corp. (3).
10.13     Employment Agreement dated June 10, 1996
          between U.S. Communications, Inc. and
          Basil H. Ford (7)
10.14     Agreement dated March 10, 1995 between U.S.
          Communications, Inc. and Roy Thomas, Inc. (5)
10.15     Agreement dated May 18, 1995 between U.S.
          Communications, Inc. and Target Stores (5).
10.16     Agreement dated June 30, 1995 between U.S.
          Communications, Inc. and QVC, Inc. (5)
10.17     Agreement dated September 13, 1995 between
          U.S. Communications, Inc. and Montgomery Ward
          & Co., Inc. (5).
10.19     Agreement dated June 22, 1995 between U.S.
          Communications, Inc. and Meijer, Inc. (5).
10.20     Agreement dated October 18, 1995 between U.S. Paging
          Services, Inc. and Fingerhut Corporation (5).



                          34
<PAGE>
<PAGE>

10.21     Fourth Amendment to Lease for premises at 6140-C
          Northbelt Parkway, Norcross, Georgia 30017 (5)
10.22     Agreement dated June 19, 1995 between U.S.
          Communications, Inc. and GTE (7)
10.23     Agreement dated October 10, 1996 between Wireless
          Communication Centers, Inc. and Service Merchandise,
          Inc. (7).
10.24     Amendments (No. 3 dated June 11, 1996 and No. 1 dated
          October 10, 1996) to Cellular Communications Service
          Agreement between U.S. Communications, Inc. and Service
          Merchandise Company, Inc. (7)
10.25     Agreement dated July 2, 1996 between U.S. Paging
          Services, Inc. and OfficeMax, Inc. (7)
10.26     Agreement dated August 1, 1996 among U.S. Paging
          Services, Inc., Montgomery Ward & Co., Inc. and
          Lechmere, Inc. (7)
10.27     Agreement dated February 1996 between U.S. Paging
          Services, Inc. and American Drug Stores, Inc. (7)
10.28     Agreement dated October 1996 between Ameritel
          Communications, Inc. and GTE Mobilnet Service Corp. (7)
11        Computation of Earnings per Share (7)
21.1      Subsidiaries of Registrant (7)
23.1      Consent of Arthur Andersen LLP (7)
----------------------------
(1)  Incorporated by reference to an Exhibit filed as part of
Trinity's Registration Statement on Form S-1 (File No. 33-64489).
(2)  Incorporated by reference to Exhibit C of Trinity's Proxy
Statement dated April 17, 1995.
(3)  Incorporated by reference to an Exhibit filed as part of the
Registrant's Registration Statement on Form S-1 on Form S-4 (File
No. 33-88828).
(4)  Incorporated by reference to an Exhibit to the Registrant's
Transition Report on Form 10-K for the Transition Period from
October 1, 1994 to May 14, 1995.
(5)  Incorporated by reference to an Exhibit filed as part of
Post-Effective Amendment No. 1 on Form S-3 to the Registrant's
Registration Statement on Form S-1 on Form S-4 (File
No. 33-88828).
(6)  Incorporated by reference to an Exhibit filed as part of the
Registrant's Registration Statement on Form S-8 (File No. 333-
16291).
(7)  Filed herewith.







                          35
<PAGE>
<PAGE>




               USCI, Inc. and Subsidiaries


             Consolidated Financial Statements
           as of December 31, 1996, 1995 and 1994

                       Together With
                      Auditors' Report















































                          F-1

<PAGE>
<PAGE>

                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To the Stockholders of
USCI, Inc.:

We have audited the accompanying consolidated balance sheets of
USCI, INC. (formerly Trinity Six Inc.)(a Delaware corporation)
AND SUBSIDIARIES as of December 31, 1996 and 1995 and the related
consolidated statements of operations, stockholders' equity and
cash flows for each of the three years in the period ended
December 31, 1996.  These financial statements are the
responsibility of the Company's management.  Our responsibility
is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of USCI, Inc. and subsidiaries as of December 31, 1996 and 1995
and the results of their operations and their cash flows for each
of the three years in the period ended December 31, 1996 in
conformity with generally accepted accounting principles.

                                       /s/ ARTHUR ANDERSEN LLP

Atlanta, Georgia
February 28, 1997












                         F-2

<PAGE>
<PAGE>
                 USCI, INC. AND SUBSIDIARIES

                 CONSOLIDATED BALANCE SHEETS
                  DECEMBER 31, 1996 AND 1995
<TABLE>
<CAPTION>
                                                             1996              1995
                                                          ------------      ------------
ASSETS
CURRENT ASSETS:
<S>                                                      <C>                <C>
 Cash and cash equivalents                                $15,581,244       $24,928,189
 Accounts receivable--trade, net of allowances of
  $437,000 and $220,000 in 1996 and
  1995, respectively                                        2,581,251         1,507,771
 Accounts receivable--other                                 1,680,112           595,171
 Inventory                                                    351,652                 0
 Prepaid expenses                                              66,234            47,667
                                                          ------------      ------------
    Total current assets                                   20,260,493        27,078,798
                                                          ------------      ------------
PROPERTY AND EQUIPMENT:
 Equipment                                                  2,880,169         1,480,707
 Furniture and fixtures                                       187,424            48,562
 Promotional displays                                       2,945,199         1,103,109
 Leasehold improvements                                       693,524           243,203
 Other                                                              0            81,322
                                                          ------------      ------------
                                                            6,706,316         2,956,903
 Less accumulated depreciation                             (1,876,695)         (588,292)
                                                          ------------      ------------
    Property and equipment, net                             4,829,621         2,368,611
                                                          ------------      ------------
OTHER ASSETS                                                1,304,868           635,886
                                                          ------------      ------------
                                                          $26,394,982       $30,083,295
                                                          ============      ============
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
 Commissions payable                                      $ 1,779,733       $ 1,252,787
 Accounts payable                                           2,886,772           757,714
 Accrued expenses                                             732,389           431,284
 Consumer deposits                                            283,194           221,125
 Promotional deposits                                       1,400,474           284,600
                                                          ------------      ------------
    Total current liabilities                               7,082,562         2,947,510
                                                          ------------      ------------
COMMON STOCK SUBJECT TO RESCISSION (Note 7)                         0         9,086,329
                                                          ------------      ------------
COMMITMENTS AND CONTINGENCIES (Note 7)

STOCKHOLDERS' EQUITY:
 Preferred stock, $.01 par value; 5,000 shares
  authorized, no shares issued or outstanding
  in 1996 and 1995                                                  0                 0
 Common stock, $.0001 par value; 100,000,000 shares
  authorized; 10,225,746 and 7,464,496 shares issued
  and outstanding in 1996 and 1995, respectively                1,023               746
 Additional paid-in capital                                33,675,423        24,629,023
 Accumulated deficit                                      (14,335,976)       (6,552,263)
 Treasury stock, at cost; 5,000 shares in 1996 and 1995       (28,050)          (28,050)
                                                          ------------      ------------
    Total stockholders' equity                             19,312,420        18,049,456
                                                          ------------      ------------
                                                          $26,394,982       $30,083,295
                                                          ============      ============
</TABLE>
The accompanying notes are an integral part of these consolidated
balance sheets.

                                 F-3
<PAGE>
<PAGE>
                   USCI, INC. AND SUBSIDIARIES

              CONSOLIDATED STATEMENTS OF OPERATIONS
         FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
                                            1996              1995              1994
                                        ------------       ------------      ------------
REVENUES:
<S>                                     <C>                <C>               <C>
 Activation commissions                 $ 4,991,461        $ 4,305,217       $ 1,496,274
 Subscriber sales                            29,656                  0                 0
 Other operating revenue                  2,052,050            451,932           110,687
                                        ------------       ------------      ------------
      Total revenues                      7,073,167          4,757,149         1,606,961
                                        ------------       ------------      ------------
OPERATING EXPENSES:
 Commissions pass-through and
   other direct costs                     3,530,756          3,111,946         1,175,918
 Selling, general and administrative     12,311,293          4,947,429         1,981,171
                                        ------------       ------------      ------------
      Total operating expenses           15,842,049          8,059,375         3,157,089
                                        ------------       ------------      ------------
OPERATING LOSS                           (8,768,882)        (3,302,226)       (1,550,128)
                                        ------------       ------------      ------------
OTHER INCOME (EXPENSE):
 Interest income                          1,001,337            276,770            14,447
 Interest expense and amortization
   of debt discounts                        (17,481)          (415,920)         (182,197)
 Other                                        1,313                  0            (3,750)
                                        ------------       ------------      ------------
      Total other income (expense)          985,169           (139,150)         (171,500)
                                        ------------       ------------      ------------
LOSS BEFORE PROVISION FOR INCOME
 TAXES AND EXTRAORDINARY ITEM            (7,783,713)        (3,441,376)       (1,721,628)
PROVISION FOR INCOME TAXES                        0                  0                 0
                                        ------------       ------------      ------------
LOSS BEFORE EXTRAORDINARY ITEM           (7,783,713)        (3,441,376)       (1,721,628)

EXTRAORDINARY ITEM, loss on early
 extinguishment of subordinated
 debentures                                       0           (679,178)                0
                                        ------------       ------------      ------------
NET LOSS                                $(7,783,713)       $(4,120,554)      $(1,721,628)
                                        ============       ============      ============
LOSS BEFORE EXTRAORDINARY ITEM
 PER COMMON SHARE                            $(0.76)            $(0.62)           $(0.57)

EXTRAORDINARY LOSS PER COMMON SHARE            0.00              (0.12)             0.00
                                        ------------       ------------      ------------
NET LOSS PER COMMON SHARE                    $(0.76)            $(0.74)           $(0.57)
                                        ============       ============      ============
WEIGHTED AVERAGE COMMON SHARES
 OUTSTANDING                             10,187,909          5,577,120         3,004,131
                                        ============       ============      ============

</TABLE>

The accompanying notes are an integral part of these consolidated statements.








                                        F-4

<PAGE>
<PAGE>
                    USCI, INC. AND SUBSIDIARIES

         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
         FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
                                     Preferred Stock     Common Stock       Additional
                                    ----------------- -----------------     Paid-In       Accumulated     Treasury
                                      Shares Amount   Shares     Amount     Capital        Deficit         Stock         Total
                                      ------ ------  ---------   ------    -----------    ------------    --------     -----------
<S>                                     <C>   <C>   <C>           <C>      <C>            <C>            <C>          <C>
BALANCE, December 31, 1993               0    $0    2,960,662    $ 297     $1,123,845     $ (710,081)     $    0      $  414,061

Issuance of common stock and warrants
  in connection with issuance of
  subordinated debentures                0     0      188,613       19        863,009              0           0         863,028
Issuance of common stock for
  services performed                     0     0       94,800        9        144,991              0           0         145,000
Net loss                                 0     0            0        0              0     (1,721,628)          0      (1,721,628)
                                        ---   ---   ----------   ------   ------------   ------------   ---------    ------------
BALANCE, December 31, 1994               0     0    3,244,075      325      2,131,845     (2,431,709)          0        (299,539)

Issuance of common stock and warrants
  in connection with issuance of
  subordinated debentures                0     0        5,925        6         28,744              0           0          28,750
Merger of Trinity Six Inc. and U.S.
  Communications, Inc.                   0     0    3,030,278      297      9,377,495              0           0       9,377,792
Reclassification of common stock
  subject to rescission                  0     0   (3,250,000)    (325)   (10,829,159)             0           0     (10,829,484)
Sale of shares subject to rescission     0     0      528,229       53      1,758,950              0           0       1,759,003
Purchase of treasury stock               0     0            0        0              0              0     (28,050)        (28,050)
Issuance of common stock upon
  exercise of warrants                   0     0       87,525        8        311,318              0           0         311,326
Issuance of common stock from call of
  Class A and Class B warrants           0     0    3,818,464      382     21,849,830              0           0      21,850,212
Net loss                                 0     0            0        0              0     (4,120,554)          0      (4,120,554)
                                        ---   ---  ----------    ------   ------------   ------------   ---------    ------------
BALANCE, December 31, 1995               0     0    7,464,496      746     24,629,023     (6,552,263)    (28,050)     18,049,456

Exercise of stock options                0     0       39,479        4         37,311              0           0          37,315
Expiration of rescission rights          0     0    2,721,771      273      9,086,056              0           0       9,086,329
Costs associated with prior year
   stock offering                        0     0            0        0        (76,967)             0           0         (76,967)
Net loss                                 0     0            0        0              0     (7,783,713)          0      (7,783,713)
                                        ---   ---  ----------   -------   ------------   ------------   ---------    ------------
BALANCE, December 31, 1996               0    $0   10,225,746   $1,023    $33,675,423   $(14,335,976)   $(28,050)    $19,312,420
                                        ===   ===  ==========   =======   ============  =============   =========    ============
</TABLE>

The accompanying notes are an integral part of these consolidated statements.








                                        F-5

<PAGE>
<PAGE>
                    USCI, INC. AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF CASH FLOWS
         FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<TABLE>
<CAPTION>
                                                           1996              1995              1994
                                                       ------------       ------------      ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                    <C>                <C>               <C>
 Net loss                                              $(7,783,713)       $(4,120,554)      $(1,721,628)
                                                       ------------       ------------      ------------
 Adjustments to reconcile net loss to net cash
  used in operating activities:
    Depreciation and amortization                        1,555,807            844,839           342,059
    Loss on disposal of fixed assets                        74,150                  0                 0
    Write-off of investment in subsidiary                        0                  0             3,750
    Extraordinary item - loss on early
     extinguishment of debentures                                0            679,178                 0
    Changes in operating assets and liabilities:
       Accounts receivable:
         Trade                                          (1,073,480)          (959,120)         (305,428)
         Other                                          (1,084,941)          (459,507)         (117,014)
    Inventory                                             (351,652)                 0                 0
       Prepaids and other current assets                  (687,549)            97,663          (145,330)
       Commissions payable                                 526,946            337,364           634,794
       Accounts payable                                  2,129,058            484,375           142,015
       Accrued expenses                                    301,105            165,615           148,644
       Consumer and promotional deposits                 1,115,874            201,998           275,527
                                                       ------------       ------------      ------------
         Total adjustments                               2,505,318          1,392,405           979,017
                                                       ------------       ------------      ------------
         Net cash used in operating activities          (5,278,395)        (2,728,149)         (742,611)
                                                       ------------       ------------      ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                                  (4,028,898)        (2,512,170)         (969,232)
                                                       ------------       ------------      ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments to affiliated companies, net                          0                  0            (9,684)
  Proceeds realized through merger with
   Trinity Six Inc., net of costs                                0          9,377,792            62,375
  Proceeds from offering of debentures and equity,
   net of costs                                                  0            100,000         3,247,946
  Repayment of subordinated debentures                           0         (3,450,000)                0
  Exercise of stock options                                 37,315                  0                 0
  Issuance of stock upon exercise of warrants                    0         22,161,538                 0
  Purchase of treasury stock                                     0            (28,050)                0
  Cost associated with prior year stock offering           (76,967)                 0                 0
                                                       ------------       ------------      ------------
 Net cash (used in) provided by financing activities       (39,652)        28,161,280         3,300,637
                                                       ------------       ------------      ------------
NET (DECREASE) INCREASE IN CASH                         (9,346,945)        22,920,961         1,588,794

CASH AND CASH EQUIVALENTS, beginning of year            24,928,189          2,007,228           418,434
                                                       ------------       ------------      ------------
CASH AND CASH EQUIVALENTS, end of year                 $15,581,244        $24,928,189       $ 2,007,228
                                                       ============       ============      ============
SUPPLEMENTAL INFORMATION:
  Interest paid                                        $         0        $   276,770       $    32,910
                                                       ============       ============      ============

  Financing activities:
    Reclassification of 2,721,771 shares of common
      stock that were previously subject to
      rescission
                                                       $ 9,086,329        $         0       $         0
                                                       ============       ============      ============
</TABLE>

The accompanying notes are an integral part of these consolidated statements.





                               F-6

<PAGE>
<PAGE>
                   USCI, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                DECEMBER 31, 1996, 1995 AND 1994


1. NATURE OF BUSINESS

Trinity Six Inc. ("Trinity") was incorporated in the state of Delaware on
September 16, 1992 to serve as a vehicle to effect a merger, exchange of
capital stock, asset acquisition or other similar business combination with an
operating business.  All activity of Trinity Six Inc. since incorporation
related to its formation, fund-raising and search to effect a business
combination.  In 1993, Trinity received net proceeds of $9,981,000 (after
deduction of underwriting and offering expenses) from an offering of 1,916,667
units each of which consisted of one share of Trinity's common stock and two
redeemable warrants.

On May 15, 1995, Trinity completed a merger (the "Merger") with U.S.
Communications, Inc., a privately-held Delaware company incorporated in 1991.
Under the terms of the Merger each outstanding share of U.S. Communications,
Inc. stock was exchanged for approximately .79 share of Trinity stock.  In
connection therewith, Trinity issued 3,250,000 shares of its common stock in
exchange for all of the issued and outstanding shares of U.S. Communications,
Inc.  As a result of the Merger, U.S. Communications, Inc. became a wholly
owned subsidiary of Trinity and Trinity's certificate of incorporation was
amended as of the effective date of the Merger to change Trinity's name to
USCI, Inc.  All references to the "Company" shall be deemed to include U.S.
Communications, Inc. and its subsidiaries prior to the Merger and USCI, Inc.
and its subsidiaries subsequent to the Merger.  The Merger has been accounted
for as a recapitalization of U.S. Communications, Inc.

The Company is a nationwide agent for companies providing cellular and paging
communication services.  The Company offers the services of a particular
carrier at client customers throughout the United States and Puerto Rico.  The
Company's contracted retail clients serve to solicit orders for cellular
telephone and pager activations at client store locations and provide credit
approvals if necessary.  The Company provides the order processing and credit
approval services for the carriers generally under agreements with terms
ranging from one to three years with automatic renewals.

Beginning in the fourth quarter of 1996, the Company also began reselling
cellular and paging services to subscribers via reselling agreements with
carriers.  The subscribers are obtained through existing retail channels and
through new "store within a store" kiosks that stock and sell products to the
consumer.

During 1996, approximately 85% of the Company's cellular and paging activation
services occurred at the retail locations of three mass merchandisers' chains.







                                  F-7

<PAGE>
<PAGE>

The success of the Company is dependent upon the successful operations of these
merchandisers and other merchandisers for whom the Company will provide
activation services in the future.

During 1996, approximately 38% of the Company's revenues were generated through
activation services provided by the Company from four cellular and paging
carriers.  The success of the Company is dependent upon the successful
operation of these and other cellular and paging carriers with which the
Company will contract in the future.

The Company, which has never operated at a profit, has experienced increasing
losses since its inception in 1991.  Such losses aggregated approximately $7.8
million, $4.1 million, and $1.7 million for the years ending December 31, 1996,
1995, and 1994, respectively, and are continuing.  There can be no assurance
that the Company will ever achieve profitability.  The Company had an
accumulated deficit of approximately $14.3 million.  The Company expects to
continue to incur losses in future periods, principally attributable to the
Company's intended expansion of its wireless communication reseller operations
and projected start-up expenses associated with the provision of wireless
communication activation services at new or additional retail locations.  There
can be no assurance that the Company's existing retail mass merchandiser
customers will expand their use of the Company's services, that the Company
will obtain additional customers, that the Company will successfully develop as
a reseller of wireless communications services, or that the Company will
achieve profitability in the future.

The Company has only recently made the transition from being a development
stage company, whose services were utilized by a single customer at
approximately 150 retail locations on a trial basis as of December 31, 1993, to
an operating company whose services at December 31, 1996 were utilized by eight
principal customers at approximately 4,000 retail locations.  The Company's
ability to manage this growth, including a projected expansion in 1997 in the
number of retail locations at which it provides wireless activation services
and the further development of its reseller operations, will require it to
implement and continually expand its operational and financial systems, recruit
additional employees, and train and manage both current and new employees.
Growth may place a significant strain on the Company's operational resources
and systems and failure to effectively manage this projected growth would have
a material adverse effect on the Company's business.

A crucial component of the Company's strategy is its development as a
nonfacilities-based wireless services provider or reseller.  As of December
1996, the Company was operating as a reseller of the cellular services of two
carriers and is continuing to negotiate agreements with other carriers.  The
Company is also actively investigating potential acquisitions of, or mergers
with, other nonfacilities-based wireless carriers.  The success of the
Company's reseller expansion plan is subject to a number of risks including its
ability to negotiate additional reseller agreements on commercially reasonable
terms, the availability of suitable merger and/or acquisition candidates and
the difficulties inherent in integrating any acquired operations into the
Company, the increasingly competitive nature of the wireless telecommunications
industry, including the effect of the development and introduction of new
technologies, and the overall effects of the trend toward deregulation of the
telecommunications industry, including the possible eventual elimination of the
obligation of wireless carriers to make their services available for resale.
In addition, the Company will require substantial financing to accomplish any



                             F-8

<PAGE>
<PAGE>

significant acquisition or merger transaction and for working capital to
operate its proposed expanded reseller operations for a significant period of
time until profitability is achieved, if ever.  The Company has no commitments
or arrangements for such financing and, accordingly, the availability of such
financing on terms acceptable to the Company is not assured.

The following unaudited pro forma information has been prepared as if the
Merger had occurred on January 1, 1994.  The information is based on historical
results of the separate companies and may not necessarily be indicative of the
results that could have been achieved or the results that may occur in the
future.  The pro forma information includes the elimination of U.S.
Communications, Inc.'s interest expense and Trinity's interest income assuming
the proceeds made available through the Merger were used to retire USCI, Inc.'s
debt.  The pro forma information also includes the additional costs of
employment contracts entered into at the time of the Merger over the historical
compensation costs of those individuals (Note 7).


                        1995          1994
                    ------------   ------------
Revenues            $ 4,757,149    $ 1,606,961
Operating loss       (3,454,337)    (2,055,408)
Net loss             (3,153,356)    (1,744,538)
Net loss per share       $(0.58)        $(0.58)


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries.  All significant intercompany
transactions have been eliminated in consolidation.

The Merger has been treated for accounting purposes as a capital transaction,
equivalent to the issuance of common stock by U.S. Communications, Inc. for the
net monetary assets of Trinity, accompanied by a recapitalization of U.S.
Communications, Inc.  All share and per share amounts have been restated to
reflect the Merger.  The statement of operations for the year ended December
31, 1995 includes the operations of U.S. Communications, Inc. only through the
effective date of the Merger and the operations of USCI, Inc. for the period
from the date of the Merger to December 31, 1995.

All costs incurred in connection with the Merger in 1995 were charged to equity
as a reduction of additional paid-in capital.  Such costs amounted to $596,290.

REVENUE RECOGNITION

The Company recognizes an activation commission pursuant to the activation of
cellular and paging devices with a contracted carrier at a contracted amount
per activation.  The Company simultaneously recognizes a related commission
pass-through expense at a contracted amount per activation.  The Company
reserves a portion of these commission revenues for estimated chargebacks to



                             F-9

<PAGE>
<PAGE>

the Company arising from deactivations of cellular and paging devices by
customers during specified contract periods.  This reserve is reflected as a
reduction of accounts receivable in the accompanying consolidated balance
sheets.

Revenues from subscriber sales are recorded for charges to customers for
monthly access, cellular and paging airtime, roaming charges and long-distance
charges, as such services are rendered.  Unbilled revenues result from the
provision of cellular and paging services from the billing cycle date to the
end of each month.

CASH AND CASH EQUIVALENTS

For purposes of the statement of cash flows, the Company includes all
investments with original maturities of three months or less to be cash
equivalents.

PROPERTY AND EQUIPMENT

Property and equipment are depreciated using the straight-line basis over the
estimated useful lives of the assets.  The estimated useful lives are five
years for equipment and furniture and fixtures and the shorter of the useful
life or lease term for leasehold improvements.  Promotional displays consist of
freestanding structures at retail locations that house an automatic dial phone,
cellular and paging information which aids in attracting and assisting
customers selecting cellular and paging service, and fax machines at selected
locations.  The Company retains ownership of the promotional displays and
capitalizes the displays at cost.  The displays are depreciated using the
straight-line basis over three years.  The Company capitalized $1,842,090 and
$731,265 for promotional displays in the years ended December 31, 1996 and
1995, respectively, and depreciation expense on the promotional displays was
$728,105 and $151,959 in 1996 and 1995, respectively.

OTHER ASSETS

Other assets at December 31, 1996 and 1995 consisted of the following:

                                      1996          1995
                                   ----------     ---------
Systems development costs and
  purchased software, net          $1,135,810     $602,058
Deferred consulting fees              130,000            0
Deferred contract costs (Note 5)            0       11,660
Other                                  39,058       22,168
                                   ----------     ---------
                                   $1,304,868     $635,886
                                   ==========     =========

Systems development costs include capitalized costs of internally generated
software relating to the Company's cellular activation system network projects.
The capitalized amounts consist of costs incurred after the design phases of
the software projects are complete and technological feasibility has been
determined based upon a detailed system design.  Systems development costs and
purchased software are amortized on a straight-line basis over the estimated
remaining economic life of the software of five years.  Amortization expense



                               F-10

<PAGE>
<PAGE>

was $218,354 and $91,824 in 1996 and 1995, respectively.  As of December 31,
1996 and 1995, accumulated amortization was $363,989 and $202,277,
respectively.

ACCRUED EXPENSES

Accrued expenses of the Company consist of the following:

                                     1996          1995
                                  ----------     ---------
Accrued compensation               $269,687      $113,469
Subscriptions repayable              20,000        20,000
Other accruals                      442,702       297,815
                                   --------      ---------
                                   $732,389      $431,284
                                   =========     =========

PROMOTIONAL DEPOSITS

     Promotional deposits consist of obligations to various retailers to
provide partial reimbursement of advertising costs.  Such obligations
generally require the retailer to seek USCI, Inc. approval of the
advertisement prior to placement.  Promotional deposits totaled
$1,400,474 and $284,600 at December 31, 1996 and 1995, respectively.

RESEARCH AND DEVELOPMENT

Costs incurred on research and development activities related to internally
developed software before technological feasibility has been determined are
expensed as incurred.  Research and development expense was $110,222, $87,062
and $39,761 for the years ended December 31, 1996, 1995 and 1994, respectively.

NET LOSS PER COMMON SHARE

Net loss per share after the Merger is calculated using the weighted average
number of shares outstanding after the effective date of the Merger for 1995.
This average comprises both the number of shares subject to rescission (Note 7)
and those shares without any attached rescission rights.  During 1996, all
rescission rights have expired and all shares have been combined and included
in the calculation of the weighted average shares outstanding.  Common stock
equivalents have not been included in the weighted average number of shares of
USCI, Inc. as the effect is antidilutive.

USE OF ESTIMATES

The preparation of financial statements in conformity with general accepted
accounting principles requires management to make estimates and assumptions.
These estimates and assumptions affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements as well as reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from those estimates.



                              F-11

<PAGE>
<PAGE>

RECLASSIFICATIONS

Certain prior year amounts have been reclassified to conform with current year
presentation.

RECENT ACCOUNTING PRONOUNCEMENTS

In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," which
establishes accounting standards for the impairment of long-lived assets,
certain identifiable intangibles and goodwill related to those assets to be
held and used, as well as for long-lived assets and certain identifiable
intangibles to be disposed of.  The Company adopted the new standard on January
1, 1996.  The impact of adopting this standard was not material.  Management
periodically evaluates the carrying values of its long-lived assets, based upon
future cash flows and operating income generated by the underlying assets in
determining the carrying value.

The Company accounts for its stock-based compensation plans under Accounting
Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to
Employees."  Effective in 1996, the Company adopted the disclosure option of
SFAS No. 123, "Accounting for Stock-Based Compensation."  SFAS No. 123 requires
that companies which do not choose to account for stock-based compensation as
prescribed by this statement shall disclose the pro forma effects on net income
and per share data as if SFAS No. 123 had been adopted.  Additionally, certain
other disclosures are required with respect to stock compensation and the
assumptions used to determine the pro forma effects of SFAS No. 123 (Note 4).

3. EXTRAORDINARY ITEM

Of the net proceeds made available through the Merger, $3,450,000 was used to
repay in full the outstanding subordinated debentures of USCI, Inc. (Note 5).
As a result of the acceleration of the repayment of this debt, the remaining
unamortized discount and other unamortized bond related costs of $679,178 have
been charged against income as an extraordinary item during the year ended
December 31, 1995.

4. STOCK OPTIONS

STOCK INCENTIVE PLAN

The Company's 1992 Stock Option Plan (the "Option Plan"), was amended by the
Company's Board of Directors on April 23, 1996 and by a majority in interest of
the Company's stockholders on July 10, 1996.  The Option Plan provides for the
granting of options which are intended to qualify as incentive stock options
("Incentive Stock Options") within the meaning of Section 422 of the Internal
Revenue Code of 1986 or as options which are not intended to meet the
requirements of such section ("Nonqualified Stock Options").



                             F-12

<PAGE>
<PAGE>

The total number of shares of the Company's Common Stock reserved for issuance
under the Option Plan is 750,000.  Options to purchase shares may be granted
under the Option Plan to persons who, in the case of Incentive Stock Options,
are employees (including officers) of the Company, or, in the case of
Nonqualified Stock Options, are employees (including officers) or nonemployee
directors of the Company.  The exercise price of all Incentive Stock Options
granted under the Option Plan must be at least equal to the fair market value
of such shares on the date of the grant or, in the case of Incentive Stock
Options granted to the holder of ten percent or more of the Company's Common
Stock, at least 110% of the fair market value of such shares on the date of
grant.  The maximum exercise period for which Incentive Stock Options may be
granted is ten years from the date of grant (five years in the case of an
individual owning more than 10% of the Company's common stock).

Additionally, the Company grants options to nonemployee directors, employees,
and consultants outside of the 1992 Option Plan.

In November 1996, the Company granted five year options to purchase 25,000
shares of common stock to a director at an exercise price of $5.00 per share,
which was greater than the fair market value at the date of the grant.  These
options vest in full in July 1997.

In July 1996, the Company granted five-year options to purchase 25,000 shares
of common stock to a director at an exercise price of $6.75 per share, which
was the fair market value at the date of grant.  These options vest in full in
July 1997.

In April 1996, the Company granted five-year options to purchase 25,000 shares
of common stock to two directors at an exercise price of $8.25 per share, which
was the fair market value at the date of grant.  These options vest in full in
April 1997.

In June 1995, the Company granted options to purchase 150,000 shares of common
stock at $5.75 to two persons.  The options become exercisable in five annual
installments commencing in June 1996, provided that on each such exercise date,
the Company has in effect contracts with certain specified retailers.  If the
Company has fewer than the specified number of such contracts in effect on each
such exercise date, the number of options exercisable is reduced
proportionately, and if none of the specified contracts are in effect on an
exercise date, then no shares shall become purchasable under that installment.
Notwithstanding the foregoing, the options shall become exercisable for all
150,000 shares in June 2000.

In November 1994, the Company granted five-year option agreements to two
directors to purchase 78,958 shares of common stock at an exercise price of
$4.43 per share, which was the fair market value at the date of the grant.
These options expire in November 1999.  As of December 31, 1996, all options
were outstanding and exercisable.

In February 1994, the Company granted a three-year option agreement to an
employee to purchase 19,739 shares of common stock at an exercise price of
$1.58 per share, which was the fair market value at the date of the grant, as
determined by the board of directors.  These options vested 33% during each of
the years ended December 31, 1994 and 1995, and the remaining 34% vested during
the year ended December 31, 1996.  As of December 31, 1996, all options were
outstanding and exercisable.


                             F-13

<PAGE>
<PAGE>

A summary of the changes in outstanding stock options is as follows:

                                                         Price
                                             Shares      Range
                                           ---------   ------------
Options outstanding at December 31, 1993     39,479         $0.95
  Granted                                   185,551     1.58-4.43
                                           =========
Options outstanding at December 31, 1994    225,030     0.95-4.43


STOCK-BASED COMPENSATION

During 1995, the Financial Accounting Standards Board issued SFAS No. 123,
which defined a fair value based method of accounting for an employee stock
option or similar equity instrument.  However, it also allows an entity to
continue to measure compensation cost for those plans using the method of
accounting prescribed by APB No. 25.  Entities electing to remain with the
accounting in APB No. 25 must make pro forma disclosures of net income and
earnings per share, as if the fair value based method of accounting defined in
this statement had been applied.

The Company has elected to account for its stock-based compensation plans under
APB No. 25; however, the Company has computed for pro forma disclosure purposes
the value of all options granted during 1996 and 1995 using the Black-Scholes
option-pricing model as prescribed by SFAS No. 123 using the following weighted
average assumptions for grants in 1996 and 1995:

            Risk-free interest rate     5.28%-7.85%
            Expected dividend yield     0%
            Expected lives              Three-ten years
            Expected volatility         50%

The total value of options granted during the years ended 1996 and 1995 was
computed as approximately $1,301,262 and $516,523, respectively, which would be
amortized on a pro forma basis over the vesting period of the options.  If the
Company had accounted for these plans in accordance with SFAS No. 123, the
Company's reported pro forma loss and pro forma loss per share for the years
ended December 31, 1996 and 1995 would have been as follows:

                             1996             1995
                         ------------     ------------
   Net loss:
       As reported       $(7,783,713)     $(4,120,554)
       Pro forma          (8,224,953)      (4,321,674)
    Primary EPS:
       As reported            $(0.76)          $(0.74)
       Pro forma               (0.81)           (0.77)

Because the SFAS No. 123 method of accounting has not been applied to options
granted prior to January 1, 1995, the resulting pro forma compensation cost may
not be representative of that expected in future years.



                           F-14

<PAGE>
<PAGE>

A summary of the status of the Company's stock option plans at December 31,
1996 and 1995 and for the years then ended is as follows:

                                                           Weighted
                                                           Average
                                                           Exercise
                                             Shares         Price
                                             --------     ----------
Options outstanding at December 31, 1994     225,030       $4.31
  Granted                                    586,873        5.29
                                             --------     ----------
Options outstanding at December 31, 1995     811,903        4.68
  Granted                                    380,000        7.12
  Forfeited                                  (89,219)       5.68
  Exercised                                  (39,479)       0.95
                                            ----------    ----------
Options outstanding at December 31, 1996     963,205       $5.58
                                            ==========


The following table summarizes information about fixed price stock options
outstanding at December 31, 1996:
<TABLE>
<CAPTION>
                            Options Outstanding                       Options Exercisable
                   -------------------------------------------  -----------------------------
                      Number        Weighted-                       Number
      Actual       Outstanding at    Average       Weighted-    Exercisable at   Weighted-
     Range of       December 31,    Remaining       Average      December 31,     Average
  Exercise Prices      1996     Contractual Life  Exercise Price     1996      Exercise Price
------------------ ------------ ----------------- -------------- ------------- ---------------
<S>                 <C>              <C>            <C>            <C>            <C>
$0.95-$ 0.95         39,479          0.0            $0.95           39,479        $0.95
$3.50-$ 4.63        329,247          1.4             4.09          194,497         4.02
$5.00-$ 6.75        359,479          3.5             5.82           65,896         5.74
$7.50-$ 8.25        220,000          5.7             8.02                0         0.00
$9.50-$10.13         15,000          2.6             9.92           10,000        10.13
                    -------                                        -------
$0.95-$10.13        963,205          3.1             5.60          309,872         4.19
                    =======                                        =======
</TABLE>

At December 31, 1996 and 1995, employees, directors and consultants
of the Company held outstanding options for a total of 963,205 shares
and 811,903 shares, respectively, with a weighted average price per
share of $5.60 and $4.68, respectively, and option prices ranging from
$0.95 to $10.125 per share in 1996 and 1995.  Total shares exercisable
at December 31, 1996 and 1995 were 309,871 and 131,065, respectively,
with a weighted average price per share of $4.19 and $3.86, respectively.


5. STOCKHOLDERS' EQUITY

PRIVATE PLACEMENT DEBT AND EQUITY OFFERINGS

On March 16, 1994, the Company authorized a private placement of
20 units, each consisting of one $100,000, 10% subordinated
debenture (the "Debentures") and 3,950 shares of common stock.
On November 14, 1994 the Company authorized an additional private
placement of up to 25 units, each unit to consist of one $100,000
debenture, 5,925 shares of common stock and warrants to purchase



                          F-15

<PAGE>
<PAGE>

3,950 shares of common stock at any time during the two-year
period commencing November 15, 1994 at a price of $3.80.

During 1994, the Company received gross proceeds of $3,350,000 in
three tranches from the sale of 33.5 units of the Debentures.  On
January 6, 1995, the Company received gross proceeds of $100,000
from the sale of the remaining unit of the placement authorized
by the Company on November 14, 1994.  Pertinent details relating
to the sale of these units are as follows:

<TABLE>
<CAPTION>
Month of sale                            April 1994      August 1994     December 1994     January 1995
<S>                                      <C>             <C>             <C>               <C>
Number of units sold                              5              4.5                24                1
Face value of debentures sold              $500,000         $450,000        $2,400,000         $100,000
Number of shares of common stock
   issued                                    19,750           26,663*          142,200            5,925
Number of warrants issued to purchase
   one share of common stock                      0           17,775*           94,800            3,950
Exercise price per share of warrants
   issued                                      N/A             $3.80*            $3.80            $3.80
Allocation of proceeds:
   Debentures, net of discount             $387,500         $348,750        $1,710,000         $ 71,250
   Common stock                             112,500          101,250           630,000           26,250
   Warrants                                       0                0            60,000            2,500
                                         -----------     -------------   --------------    -------------
                                           $500,000         $450,000        $2,400,000         $100,000
                                         ===========     =============   ==============    =============
<FN>
*In December 1994, the Company issued an aggregate of 26,663 shares of common stock and 17,775 $3.80
warrants to the investors who purchased Debentures in August 1994 in exchange for 35,550 $5.70 warrants
originally issued to those investors.
</FN>
</TABLE>

The Company recorded the fair value of the equity components of
the Debentures as original issue discounts which are amortized
over the life of the related debt component of the Debenture
using the effective interest rate method.  The Company amortized
$254,985 of these original issue discounts as interest expense
during 1995 prior to repaying the debt from proceeds available
through the Merger.

Costs of $177,054 incurred in connection with the sale of the
Debentures were allocated to the debt and equity components of
the Debentures based on their relative values.  Costs relating to
the debt component of the Debentures were amortized over the life
of the debt.  The Company amortized $36,049 of costs relating to
the debt component of the Debentures as interest loss during 1995
prior to repaying the debt from proceeds available through the
Merger.

On May 15, 1995, the Company repaid the amount outstanding on the
Debentures of $3,450,000 with the proceeds made available through
the Merger.  The remaining unamortized original issue discount
and unamortized deferred debt financing costs of $679,178 have
been recorded as an extraordinary loss in the accompanying
financial statements.

In November 1995, the Company issued 3,818,464 shares of common
stock upon the exercise of redeemable warrants held by Trinity
stockholders.  These redeemable warrants were offered and sold to
the public in August 1993 as part of Trinity's initial public
offering.  The warrants exercised consisted of 1,906,967 Class A


                           F-16
<PAGE>
<PAGE>

redeemable common stock purchase warrants and 1,911,497 Class B
redeemable common stock purchase warrants, exercisable at $5.50
and $6, respectively.  The Company received proceeds of
$21,850,212, net of related expenses.

6. RELATED-PARTY TRANSACTIONS

In June 1995, the Company granted a five-year option to acquire
50,000 shares of the Company's common stock at an exercise price
of $5.75 per share to one of the Company's sales organizations
whose chairman also serves as a director of the Company (Note 4).

7. COMMITMENTS AND CONTINGENCIES

Upon consummation of the Merger and issuance of Trinity's common
stock to the U.S. Communications, Inc. stockholders, such
issuance by Trinity, when viewed in the context of the manner in
which the U.S. Communications, Inc. stockholders approved the
Merger transaction, may have constituted a violation of the
registration requirements of Section 5 of the Securities Act of
1933, as amended.

Assuming the occurrence of such violation, each U.S.
Communications, Inc. stockholder would have a statutory right of
rescission, exercisable for a period of one year from when the
violation was, or reasonably should have been, discovered, but in
no event longer than three years after the common stock was bona
fide offered.  The exercise of such rescission right by a
stockholder may require the Company upon tender of the Company's
common stock acquired by the stockholder as a consequence of the
Merger, to return the tendering stockholder's U.S.
Communications, Inc. common stock or, alternatively, to pay such
stockholder a cash sum equal to the consideration paid by such
stockholder for the Company's common stock with interest thereon,
less the amount of any income received thereon (the "Contingent
Liability").  Accordingly, on December 31, 1995, the Company
recorded this stockholders' contingent liability as a liability
until the rescission period expired during 1996, at which time
the Contingent Liability was reclassified to equity.

The valuation of the temporary equity for 1995 was based on
management's estimate of U.S. Communications, Inc.'s fair market
value as of the date of the Merger which was determined to be
$10,829,484.  This amount was determined by dividing Trinity's
pre-Merger equity of $9,996,447 by 48% (Trinity's ownership
percentage after the Merger) and applying 52% (U.S. Communications,
Inc.'s ownership percentage after the Merger) to that amount.  As of
December 31, 1996, 528,229 shares of common stock of the Company
with rights of rescission attached have been sold by stockholders
at prices above the rescission value of $3.33 per share.  As the
right of the rescission terminated upon such sale of stock, these
shares have been recorded as equity as of December 31, 1996.

The right of rescission for the remainder of shares of common
stock subject to rescission expired in May 1996 and have been
recorded as paid-in capital in the accompanying financial
statements.



                         F-17

<PAGE>
<PAGE>

OPERATING LEASE COMMITMENTS

The Company leases certain office space, telecommunications and
office equipment, and space under noncancelable operating leases.
At December 31, 1996, future minimum lease payments under
noncancelable operating leases are as follows:

                   1997            $267,612
                   1998             277,392
                   1999             262,130
                   2000               5,316
                                  ----------
                                   $812,450
                                  ==========
The expenses for operating leases were $144,456, $80,862 and
$32,626 for the three years ended December 31, 1996, 1995 and
1994, respectively.

EXECUTIVE COMPENSATION

As a condition to the Merger discussed in Note 1, the president
and executive vice president of the Company entered into new
employment agreements, effective retroactively as of January 1,
1995, which provided the executives with annual base salaries of
$150,000, increasing to $200,000, and $75,000, increasing to
$90,000, respectively, and additional commissions based on net
wireless activations and stock options (Note 4).

EMPLOYEE BENEFITS

The Company does not provide postretirement or postemployment
benefits to its employees, nor does the Company offer Company
sponsored savings or pension plans.

8. INCOME TAXES

The Company and its subsidiaries file a consolidated income tax
return.  At December 31, 1996 and 1995, the Company had net
operating loss carryforwards totaling approximately $12,655,000
and $5,976,000, respectively, which expire at various times
beginning in 2006.  Due to the operating losses since inception,
a valuation allowance has been provided against the entire amount
of its net operating loss carryforwards and other net deferred
tax assets.  The net operating loss carryforwards are subject to
substantial limitation due to the change of control of the
Company (Note 1).




                         F-18

<PAGE>
<PAGE>

The components of the net deferred tax asset as of December 31,
1996 and 1995 are as follows:
<TABLE>
<CAPTION>
                                       1996              1995
                                   ------------     -------------
<S>                                <C>              <C>
Accrued expenses                   $   357,000      $     86,000
Accounts receivable allowance          170,000            86,000
Capitalized software costs              93,000            37,000
Net operating loss carryforwards     4,936,000         2,331,000
Stock award                                  0            (5,000)
                                   ------------      ------------
     Total deferred tax asset        5,556,000         2,535,000
Valuation allowance                 (5,556,000)       (2,535,000)
                                   ------------      ------------
                                   $         0       $         0
                                   ============      ============
</TABLE>
A reconciliation of income tax benefit at the statutory federal
income tax rate to the Company's tax benefit as reported in the
accompanying consolidated statements of operations is as follows:
<TABLE>
<CAPTION>
                                         1996           1995          1994
                                     ------------   ------------   ----------
<S>                                  <C>            <C>            <C>
Benefit at federal statutory rate    $(2,724,000)   $(1,442,000)   $(603,000)
State income tax benefit, net           (311,000)      (165,000)     (69,000)
Entertainment expenses                    14,000          9,000       12,000
                                     ------------   ------------   ----------
                                      (3,021,000)    (1,598,000)    (660,000)
Valuation allowance                    3,021,000      1,598,000      660,000
                                     ------------   ------------   ----------
Provision for income tax             $         0    $         0    $       0
                                     ============   ============   ==========
</TABLE>

9. SIGNIFICANT CUSTOMERS

Certain customers made up greater than 10% of the Company's total
revenues during 1996, 1995, and 1994.  During 1996, OfficeMax and
Service Merchandise accounted for approximately 22% and 20% of
total revenues, respectively.  During 1995, KMart, OfficeMax, and
Service Merchandise accounted for approximately 32%, 27%, and 15%
of total revenues, respectively.  During 1994, OfficeMax made up
approximately 63% of the Company's total revenues.








                          F-19
<PAGE>
<PAGE>



                           SIGNATURES



     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on behalf by the undersigned thereunto
duly authorized.

               USCI, INC.

               By:     /s/ Bruce A. Hahn
                    Bruce A. Hahn, Chairman,
                    President, Chief Executive Officer



               By:    /s/ Robert J. Kostrinsky
                    Robert J. Kostrinsky,
                    Chief Financial Officer

March 27, 1997


     Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on
the date indicated.


               By:    /s/ Bruce A. Hahn
                    Bruce A. Hahn, Chairman
                    President, Chief Executive Officer

               By:    /s/ Jerome S. Baron
                    Jerome S. Baron, Director

               By:    /s/ Lawrence Burstein
                    Lawrence Burstein, Director

               By:    /s/ Edgar Puthuff
                    Edgar Puthuff, Director

               By:    /s/ Salvatore T. DiMascio
                    Salvatore T. DiMascio, Director


March 27, 1997