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, 1997
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 24, 1998, the aggregate
market value of the voting stock held by non-affiliates of the
Registrant was approximately $55,193,878.

At March 24, 1998, 10,692,209 shares of the Registrant's Common
Stock were outstanding.

<PAGE>

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, the proposed expansion of the Company's reseller operations,
and the expected financial position, business and financing plans of the
Company.  Although the Company believes that the expectations reflected
in such forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to be correct.  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; the
availability of financing to fund the Company's operations for the
fiscal year ended December 31, 1998; the number of potential subscribers
in a target market; the existence of strategic alliances and
relationships; technological, regulatory or other developments in the
Company's business; changes in the competitive climate in which the
Company operates; the ability of the Company to operate as a reseller;
and the emergence of future opportunities. 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
completion 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, including
Ameritel Communications, Inc., U.S. Communications, Inc. and Wireless
Communication Centers, Inc., unless the context indicates to the
contrary.

GENERAL

The Company is a national reseller of wireless services in the United
States and has created of the largest geographic footprints in the
wireless services industry by entering into contracts with non-affiliated
wireless services carriers covering substantially all of the continental
United States, Alaska, Puerto Rico and the Virgin Islands.  In November
1996, the Company, through its wholly-owned subsidiary, Ameritel
Communications, Inc. ("Ameritel"), initiated a planned transition from a
cellular activation processing agent for major United States cellular and
paging carriers to a reseller of cellular and paging services through
mass market distribution channels including some of the largest national
retailers in the United States. The Company established Ameritel with the
objective of becoming a national reseller of multiple wireless
communications services through mass merchandising and direct marketing
response channels of distribution to consumers and small and medium-sized
businesses.

The Company obtains blocks of cellular telephone numbers and purchases
cellular access and airtime from facilities-based carriers at wholesale
rates, and then resells the cellular access, airtime and related services
to its subscribers at retail rates. The Company also resells paging
services. The Company's subscriber base is expanding rapidly. As of March
24, 1998, the Company had approximately 56,000 cellular subscribers
(compared to 3,950 as of June 30, 1997) and approximately 20,000 pagers
in service (compared to 2,040 as of June 30, 1997). For the quarter ended
December 31, 1997, the Company's monthly average revenue per unit
("ARPU") was approximately $56.00 and $9.00 for cellular and paging,
respectively.  In view of the Company's limited operating history as a
reseller, there is no assurance and no representation is made that the
monthly average revenue enjoyed by the Company for both cellular and
paging will continue in the future.

The Company believes that the combination of its national distribution
capabilities and its extensive retail reach to mass market consumers
provides it with a significant competitive advantage which, at present,
is difficult for other wireless resellers and facilities-based carriers
to replicate due to the regional nature of their operations. The Company
has focused primarily on selling its wireless services in established
retail store locations where consumers already shop. Through leveraging
the consumer traffic and retail advertising efficiencies of established
United States mass merchants, the Company has achieved lower subscriber
acquisition costs than most other wireless carriers that utilize their
own dedicated retail outlets and direct sales forces.

The Company resells its wireless services under the Ameritel (Service
Mark) brand name principally through a network of national mass
merchandisers including a portion or all of the stores operated by
RadioShack, a division of Tandy Corp. ("RadioShack"), Ritz Camera,
Staples, OfficeMax, Inc. ("OfficeMax"), Sav-On, a division of American
Stores Co. ("Osco/Savon Drugs"), Sun Television and Appliances, Inc.
("SunTV") Target Stores Inc. a subsidiary Dayton Hudson Corp. ("Target
Stores") and Walgreen Co. ("Walgreen's")  RadioShack is currently the
leading retailer of cellular telephones in the United States, and
accounted for approximately 15% of the entire cellular telephone retail
market in 1997. As of March 24, 1998, the Company provided cellular
services and paging services through approximately 1,000 and 3,000
national mass market retail locations, respectively. Many of the
Company's distribution agreements with national retailers contain
exclusivity provisions.  The Company also markets its wireless services
through major direct response marketing companies including Fingerhut
Companies, Inc. ("Fingerhut"), QVC, Inc. ("QVC"), and Shop at Home, Inc.
("Shop at Home").

As a wireless reseller, Ameritel has long-term agreements to purchase, at
contractually agreed upon wholesale rates, cellular telephone and paging
services from operating subsidiaries of the following facilities-based
wireless carriers: AirTouch Communications, Inc. ("AirTouch"), Ameritech
Communications, Inc. ("Ameritech"), AT&T Corp. ("AT&T"), Bell Atlantic
Corp. ("Bell Atlantic"), BellSouth Corp. ("BellSouth"), Comcast Cellular
Communications ("Comcast"), First Cellular of Southern Illinois ("First
Cellular"), Frontier Corp. ("Frontier"), GTE Corp. ("GTE"), Puerto Rico
Telephone Company ("PRTC"), SBC Communications, Inc. ("SBC"),
Southwestern Bell Mobile Systems, Inc. ("SWB"), Springwich Cellular
Limited Partnership's ("SNET"), 360? Communications, Inc. ("360?"),
U.S.V.I. Cellular Telephone Company ("V.I. Tel. Co."), Metrocall, Inc.
("Metrocall") and Paging Network Inc. ("PageNet").  As of March 24, 1998,
the Company was offering its Ameritel (Service Mark) cellular services in
372 Metropolitan Statistical Areas ("MSAs") and Rural Statistical Areas
("RSAs") covering a population of approximately 214 million people
("POPs"), and paging services to over 248 million POPs.

The Company has developed proprietary software applications to support
centralized computer-based information and activation processing for
wireless communication services 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 Company's evaluation and
approval of the customer's credit status (for certain types of service),
the subscriber's entry into a service agreement with the Company and the
Company's subsequent activation of the subscriber'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 work flow software platform, give access to a
prospective subscriber concerning the cost of a variety of wireless
communications service plans available for purchase at a specific retail
location.  ASN provides information to the telephone or paging carrier
regarding the activation, including a credit review for cellular and PCS
subscribers, the subscriber'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.

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.  Through its wholly owned
subsidiary, U.S. Paging Services, Inc. ("USPSI"), the Company acted as a
non-exclusive paging service agent for the GTE operating telephone
companies.  In November 1996, the Company began operating as a reseller
of Metrocall paging services and products in a pilot program with
Staples, Inc. ("Staples").  The Company commenced its cellular reseller
operations in certain markets in Alabama, Tennessee, Kentucky, Indiana
and New Mexico in November 1996 and expanded coverage to markets
throughout the United States.

On October 23, 1997, the Company entered into a strategic alliance with
Cable & Wireless, Inc. ("Cable & Wireless"), the sixth largest US long
distance telephone company and a subsidiary of Cable and Wireless PLC.
Cable & Wireless will make Ameritel's cellular and paging services
available to its small and mid-sized business subscribers.  This
agreement will provide the Company with access to business accounts
served by Cable & Wireless's sales force.  The agreement became
operational in January 1998. The agreement is for a term of 12 months and
will automatically renew for successive 12-month terms unless either party
gives notice of its intention not to renew at least ninety (90) days prior
to the expiration of the then-current term.  In addition, Cable &
Wireless may terminate the agreement at any time if certain conditions are
not met.

On October 21, 1997, the Company concluded a agreement with RadioShack, a
division of Tandy Corporation, one of the largest mass market retailers
in the United States.  Under the agreement the Company serves as the
exclusive provider of cellular communications services to RadioShack's
305 retail locations in the New York metropolitan region (which includes
the five boroughs of New York City, Westchester and Rockland Counties,
Long Island, Southern Connecticut and New Jersey), Puerto Rico, the U.S.
Virgin Islands and part of Missouri.  The Company launched its Ameritel
cellular service in the greater New York region on October 1, 1997 and
the initial results were highly favorable.  The agreement was amended on
December 8, 1997, retroactive to November 21, 1997, to cover Puerto Rico
and the Virgin Islands.  RadioShack accounted for approximately 70% of
the subscribers secured by the Company as of March 24, 1998.  The loss of
the RadioShack account could have a material adverse effect on the
Company's current business operations.

On October 13, 1997, the Company concluded an agreement with Sun
Television and Appliances, Inc. ("SunTV"), a specialty retailer of
consumer electronics and home appliances with revenues of $683 million
for the fiscal year ended March 31, 1997.  SunTV currently operates 41
retail stores in Ohio, Kentucky, Pennsylvania and West Virginia.  Under
the terms of this agreement, the Company initially launched its Ameritel
cellular services in 23 SunTV stores in Ohio in the fourth quarter of
1997.  The agreement is terminable at will by either party on sixty (60)
days notice.

On November 21, 1997, Ameritel entered into an agreement with Ritz
Camera Centers, Inc. ("Ritz Camera") under which Ameritel agreed, in a
pilot program, to provide cellular telephone service on an exclusive
basis to customers at Ritz Camera's 12 retail locations in Norfolk,
Virginia.  The agreement also gives Ameritel the right, but not the
obligation, to provide cellular telephone service to any additional
stores subsequently opened by Ritz Camera in the Norfolk market.  The
agreement may be terminated by either party, without cause, on 60 days
prior notice, subject to Ameritel's obligation to continue the agreement
through March 31, 1998.

The Company is transitioning to a full-service reseller of paging
services, and is pursuing a strategy similar and complementary to that
of its cellular operations.  The Company has signed reseller agreements
with two national facilities-based paging companies and has
substantially transitioned Osco/Savon Drugs and opened Walgreen's under
this platform.  The Company has developed the "Family Link" paging
concept, which targets families and consists of an off-the-shelf pager
bundled with a low fee and a month-to-month service contract.

As of March 24, 1998, the Company had approximately 20,000 Ameritel
paging subscribers, which represents approximately 10 times its paging
subscriber base of approximately 2,000 as of June 30, 1997.

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 for the three years ended December 31, 1997.

                                              Year Ended
                                              December 31,

                                          1997        1996        1995
                                    ------------------------------------
Agency Activations                       53,623      50,266       14,200
Activation Commissions               $2,993,483  $4,991,461   $4,305,217
Subscribers (net additions)              54,250         600         -
Subscriber Sales                     $6,281,825     $29,656         -

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.  The total
number of activations increased significantly in 1997, due to the
Company's focus on reselling and the amount of business generated
through RadioShack in the last quarter of the year.

The Company's agreements with retail mass merchandisers and direct
response channels, which in the aggregate are material to the continued
production of revenue for the Company, require the Company to provide
the following services, generally, to each retail location at which the
Company processes activation of cellular telephones:

-Off-site activation for subscribers.
-Cellular carrier credit review for prospective subscribers of cellular
telephone service.
-Electronic work flow to support the completion of all cellular Company
service agreements.
-Assignment of mobile telephone numbers to credit approved subscribers
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 carrier network .
-Merchandising and field support to assist in the training of client
sales personnel.
-The Company creates national air time programs for wireless services.
-Central customer care and customer support services for activations,
technical support and billing management.

Cellular telephones are frequently sold by retailers to subscribers at
prices below their direct cost to a retail mass merchandiser. The
difference between the direct cost of the cellular telephone paid by the
retail mass merchandiser (plus a profit margin to the retailer) and the
price to the subscriber is customarily offset by a part of the
activation commission payments paid by the Company to the retailer.
In general, the Company has contracted to provide exclusive cellular
telephone services at the locations 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 the Company's
services in all locations.

The Company intends to continue adding additional retail mass
merchandiser and direct marketing distribution channels in 1998.
AMERITEL COMMUNICATIONS, INC.
The Company organized a wholly owned subsidiary, Ameritel
Communications, Inc. ("Ameritel") , to act as a non-facilities based
service provider, or reseller, of wireless communications services.  The
Company began active operations in November 1996.

The Company intends to continue to expand the scope and coverage of its
reseller operations in 1998 and is negotiating additional reseller
agreements with several cellular and PCS carriers.  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 this Annual Report.

Suppliers

Carrier Relationships

The Company provides Ameritel cellular and paging services by purchasing
access and airtime from facilities-based carriers at wholesale rates and
reselling this access and airtime at retail rates.  The Company has been
able to negotiate favorable carrier agreements that provide coverage
throughout substantially all of the United States and do not require
"take-or-pay conditions."  These multiple carrier agreements give the
Company the ability to control the structure of its national rate plans
and distribute its service through its mass market distribution channels.
The Company's uniform national rate plans permit it and its mass market
retailers to advertise on a national and regional basis.

As of March 24, 1998, the Company has entered into carrier agreements
with 15 nonaffiliated facilities-based cellular service providers.  These
agreements authorize the Company to resell the cellular service provided
by the carriers in a total of 372 MSAs and RSAs covering a population of
approximately of 214 million people.

In November 1996, the Company began reselling national paging services on
a pilot basis, through Staples, a national chain of office supply stores.
In November 1997 the Company began reselling national paging services
through Walgreen's, a national chain of over 2,300 stores and American
Stores (Osco/SavOn), a chain of approximately 800 stores.  As of March
24, 1998, the Company was offering paging products and services on both
the Metrocall and PageNet national networks in over 3,000 retail store
locations throughout the United States.

AMERITEL CARRIER AGREEMENTS
AirTouch	GTE Mobilnet
Ameritech	Metrocall (paging)
AT&T Wireless Services	PageNet (paging)
Bell Atlantic Mobile	Puerto Rico Telephone Co.
BellSouth 	SBC Communications
Comcast 	Southwestern Bell
First Cellular	360? Communications
Frontier Cellular	US V.I. Tel. Co.
	Southern New England Telephone

Equipment Distributor Relationships

The Company does not inventory or sell paging or wireless equipment.
However, it assists in the negotiations, if required, by the retailer
with the supplier of both cellular and paging equipment.

Business Overview

The Company is one of the few national resellers of wireless services in
the United States, and as such, the Company has created one of the
largest geographic footprints in the wireless services industry by
entering into contracts with nonaffiliated wireless service carriers
covering substantially all of the continental United States, Puerto Rico
and the Virgin Islands.  In November 1996, the Company, through its
wholly-owned subsidiary, Ameritel, began a planned transition from an
activation processing agent for major United States cellular and paging
carriers to a reseller of cellular and paging services through mass
market distribution channels including some of the largest national
retailers in the United States. The Company established Ameritel with the
objective of becoming a national reseller of multiple wireless
communications services to consumers and small and medium-sized
businesses.

The Company obtains blocks of cellular telephone numbers, and purchases
cellular access and airtime from facilities-based carriers at wholesale
rates, and then resells the cellular access, airtime and related services
to its subscribers at retail rates. The Company also resells paging
services. The Company's subscriber base is expanding rapidly. As of March
24, 1998, the Company had approximately 56,000 cellular subscribers
(compared to 3,950 as of June 30, 1997) and approximately 20,000 pagers
in service (compared to 2,040 as of June 30, 1997).  For the quarter
ended December 31, 1997 monthly average revenue per unit ("ARPU") was
approximately $56.00 for cellular subscribers and $9.00 for paging
subscribers.

The Company believes that the combination of its centralized standard
automated process, national wireless coverage, and its growing retail
distribution to mass market consumers provides it with a significant
competitive advantage which at present is difficult for other wireless
resellers and facilities-based carriers to replicate due to the localized
nature of their operations.  The Company has focused primarily on selling
its wireless services in established retail store locations where
consumers already shop.  Through leveraging the consumer traffic and
retail advertising efficiencies of established mass merchants, the
Company has achieved lower subscriber acquisition costs than most other
wireless carriers that utilize their own direct and indirect or wholly
owned and non-company owned retail outlets and direct sales forces.  In
addition, the Company does not compete with its retail channels of
distribution as do the carriers who have their own dedicated retail
outlets.

The Company resells its wireless services under the Ameritel (Service
Mark) brand name principally through a network of national mass
merchandisers including OfficeMax, Osco/Savon Drugs, RadioShack, SunTV,
Target Stores, Staples, Ritz Camera and Walgreen's.  RadioShack is
currently the leading retailer of cellular telephones in the U.S., and
accounted for approximately 15% of the entire cellular telephone retail
market in 1997. As of March 24, 1998, the Company provided cellular and
paging services under the brand name of "Ameritel" through approximately
1,000 and 3,000 national mass market retail locations, respectively.
Many of the Company's distribution agreements with national retailers
contain exclusivity provisions.  The Company also markets its wireless
services through major direct response marketing companies including
Fingerhut, QVC, and Shop at Home.

As a wireless reseller, Ameritel has long-term agreements to purchase, at
contractually agreed upon wholesale rates, cellular telephone and paging
services from selected operating subsidiaries of the following
facilities-based wireless carriers: AirTouch, Ameritech, AT&T Wireless
Services, Bell Atlantic Mobile, BellSouth, Comcast, First Cellular,
Frontier Cellular, GTE Mobilenet, Puerto Rico Telephone Co., SBC
Communications, SNET, Southwestern Bell, 360? Communications,
U.S.V.I.Tel.Co., Metrocall and PageNet.  These agreements do not require
"take-or-pay" conditions.  As of March 24, 1998, the Company was offering
its Ameritel (Service Mark) cellular services in 372 MSAs and RSAs
covering a population of approximately 214 million people, or "POPs", and
paging services to over 248 million POPs.

The Company believes that facilities-based carriers value relationships
with resellers due to the nominal incremental acquisition cost to add a
new subscriber through a reseller, the significant reduction to the
carrier in marketing costs and credit risk attributable to reseller
subscribers, and the reseller's responsibility to provide all customer
service to its subscribers. The Company intends to pursue a strategy of
using its enhanced competitive position resulting from anticipated rapid
growth in subscribers to negotiate more favorable terms, including lower
wholesale rates from facilities-based carriers, and thereby continue to
maintain its gross margins.

The Company believes it is strategically positioned to benefit from the
continued rapid growth in the overall utilization of cellular, PCS, and
paging services, and particularly from the anticipated growth in the
utilization of wireless services by the mass consumer market which is
currently underpenetrated relative to the business and professional
markets. As a result of increased competition and technological advances,
prices for cellular services and cellular handsets have declined
dramatically in recent years, and the Company believes that cellular
service is currently affordable to a larger percentage of the US
population than ever before. Going forward, this trend of increasing
affordability is expected to stimulate the usage of cellular and PCS as
viable substitutes for landline telephones.

The Company believes that its relationships with large national retailing
chains that have nationwide distribution will provide it with unique
access to mass market consumers. Large national retailers place a premium
on standardization, uniformity, centralization, and wide geographic
coverage. As a national reseller of wireless services, the Company offers
national mass merchandisers uniform national rate plans and standardized
airtime promotions supported by a centralized, proprietary activation and
processing platform. This enables national mass merchandisers to utilize,
for the first time, nationwide printed newspaper supplements, nationwide
catalogs, and national television advertising and promotions in the
marketing of cellular telephone and paging services.

The Company provides mass market retailers with the ability to offer
cellular and paging services from a single provider, thus eliminating the
logistical difficulties and advertising inefficiencies inherent in
dealing with multiple regional cellular and paging providers. Merchants
were required to enter into separate cellular carrier contracts with
carriers in different geographic coverage areas in order to sell cellular
phone services in multiple store locations throughout the country. This
patchwork approach required retailers to rely on multiple vendors and
processing systems, thereby resulting in diverse local rate plans,
decentralized advertising, and non-uniform customer service. The
Company's uniform national rate plans and centralized back office support
systems have simplified the wireless selling process for national retail
chains and their mass market customers.

Business Strategy

The Company's objective is to become the first truly national reseller of
wireless services with uniform rate plans and centralized information
processing systems to consumers through mass market distribution
channels. The Company has implemented the following strategic elements to
meet its objective:

o Expand reseller geographic coverage areas. The Company has converted
markets in which it previously had existing cellular agency agreements
with facilities-based carriers into reseller markets, and plans to enter
into additional resale agreements with carriers in selected markets where
the Company does not yet have a presence.  The Company is currently
operational (i.e., offers cellular service through its distribution
network) as a cellular reseller in 372 MSAs and RSAs covering 214 million
POPs.

o Increase penetration of existing distribution network. The Company is
continuing its efforts to expand its subscriber base by increasing the
number of stores through which it sells Ameritel services and increasing
the number of sales per store. The Company has only recently began to
exploit the potential wireless market opportunity represented by existing
distribution agreements with national retailers and direct response
marketing companies. In most cases, the Company has not yet fully
leveraged its exclusive national distribution agreements by establishing
a presence in a majority of stores in a given retail chain. The Company
expects that its promotion of uniform national rate plans will increase
its penetration of existing retail outlets and expand its overall
cellular and paging subscriber base.

o Further expand distribution network. The Company intends to enter into
new national distribution agreements with mass merchants and direct
response marketing companies to further expand its distribution network.
The Company has recently expanded into new distribution channels,
including a definitive wireless resale agreement with a large US long
distance carrier, and is currently in negotiations to provide wireless
services to customers of a national cable television provider.

o Reduce costs. The Company intends to pursue a strategy of using its
enhanced competitive position resulting from continued rapid subscriber
growth to negotiate lower wholesale rates from facilities-based carriers
and thereby increase its gross margins. For example, the Company has
recently negotiated significantly improved wholesale rates in the New
York market and plans to aggressively pursue rate reductions in other
markets as its carrier agreements come up for renewal. The Company is
also able to lower its airtime costs by aggregating volume across
multiple markets served by the same carrier. Furthermore, the Company
intends to maintain relatively low subscriber acquisition costs by
continuing to negotiate lower commission payments to mass merchants
consistent with the declining trend in wireless retail pricing plans.
The Company may also continuously improve its operating costs through the
use of its centralized automated service order processing and activations
technology platform.  The platform is comprised of efficient, salable
operating systems, which operate more cost effectively as order
processing volume increases.

o Provide excellent customer service. The Company seeks to provide an
excellent level of customer service to its two primary subscriber groups,
namely, (i) its network of mass merchant and direct response distributors
and (ii) its cellular and paging subscribers. Compared to the activation
services typically provided by facilities-based carriers to mass
merchants offering wireless services, the Company believes that its
proprietary activation processing platform provides mass merchants with a
superior level of customer service through greater automation,
uniformity, and simplicity. The Company provides national retailers with
the convenience of dealing with a single wireless vendor, instead of a
patchwork of multiple vendors with different processing systems, rate
plans and procedures.  The Company also utilizes account management
representatives to provide on-site training and subscriber and product
support. The Company strives to retain its existing subscribers and
attract new ones by providing superior customer service, customized
billing options, and competitive rates to minimize churn.

oProvide new wireless and other communications services. The Company
intends to use its position as a leading reseller of cellular and paging
services to enter the resale market for new forms of wireless
communications services such as PCS, digital cellular, prepaid cellular,
and interactive paging. The Company believes that the ability to offer
the telecommunications user multiple communications services from one
source will confer the Company with a competitive advantage in the highly
competitive telecommunications market. To that end, the Company intends
to investigate adding other services, including long distance and
Internet access, to its current services and offering discounts to
subscribers purchasing multiple services. The Company currently has no
arrangements or commitments with the providers of any such services.

oDevelop Ameritel (Service Mark) wireless brand name and identity. The
Company resells its wireless services under the Ameritel (Service Mark)
brand name. With its network of national mass merchandisers, the Company
stands to significantly benefit from the powerful national advertising
campaigns and co-branding initiatives that are customary in the retailing
industry. which promote the Ameritel (Service Mark) brand name in
conjunction with the name of a well-known national retailer, such as
RadioShack, provide the Company with immediate and significant brand
recognition.  Initial results of targeted newspaper advertising and
promotions utilizing the Ameritel (Service Mark) brand name have been
highly favorable. The Company has already created several proprietary
sub-brands, including "Cellular on the Go (Service Mark) " and "Family
Link," which also benefit from retail advertising campaigns.

Company Operations

Ameritel Wireless Communications Services

In November 1996, the Company began its transition to a wireless reseller
in select markets across the United States. The Company has developed a
mass market distribution strategy which it believes is unique in the
wireless industry, and as of March 24, 1998, was offering its Ameritel
services through approximately 1,000 retail stores and served multiple
direct response channels. The Company has developed an off-the-shelf
cellular telephone package, bundled with an entry level rate plan called
"Cellular on the GoSM", for distribution through several mass market
channels. The product has been developed to simplify the sale of cellular
telephones by retail mass merchandisers.

As a reseller, the Company purchases its cellular telephone access and
airtime from facilities-based carriers at wholesale rates. The Company
receives these wholesale rates due to scale purchasing economies and
because it absorbs substantially all selling, marketing, bad debt and
subscriber care costs that facilities-based carriers would otherwise
assume. The Company then resells, at retail rates, the cellular services
directly to its subscribers. Reselling wireless services enables the
Company to obtain a recurring revenue stream rather than a one-time
agency commission, and provides it with the ability to market additional
communications services to its existing subscriber base.

By entering into agreements with facilities-based carriers nationwide,
the Company can provide its mass merchandising and other distribution
outlets with uniform rate plans that permit them to advertise price and
promotions on a national basis. In addition, the Company's mass market
retailers benefit from the Company's centralized platform for credit
verification, service activation, subscriber care and billing. The
Company can offer prices competitive with those of facilities-based
carriers and can provide subscribers with a greater selection of services
and the ability to roam in multiple areas throughout the United States.

The Company believes that the bundling of communications services will
increase revenue per subscriber and reduce subscriber turnover rates.
Subscriber acquisition costs account for the majority of the Company's
upfront expenses, and primarily include equipment costs and commissions
paid to its network of distribution channels and outside sales
representatives, as well as advertising and promotional costs. The
Company's acquisition costs are generally lower than those of its
competitors due to the efficiencies of national advertising, greater
control over equipment costs, increased automation of customer service
functions, and greater cost efficiencies provided by national
distribution. The Company also lowers its costs by entering into joint
promotion and advertising agreements with vendors, retailers and
carriers.

The Company's agreements with mass market retail chains require the
provision of specified services at all retail locations designated by the
retailer. The Company's support services consist of the following:

	Off-site activation for subscribers. By using the Company's Remote
Activation Process ("RAP"), subscribers nationwide can activate
communications services from the convenience of their home or office.

	Credit analysis and review. The Company provides an automated
process for immediate review of a prospective subscriber's credit
history, which helps determine an individual's eligibility to receive
cellular telephone service.

	A multiple port voice response unit ("VRU"). This system has the
capacity to process multiple simultaneous transactions, and allows the
completion and delivery of all activation information to the carrier's
activation and billing system in a paperless format.

	Assignment of mobile telephone numbers. The Company has the ability
to assign mobile numbers to either specific store locations or directly
to subscribers, determined by their home or office telephone number. This
process enables the Company to assign and control mobile numbers in
multiple markets throughout the country.

	Merchandising and field support. The Company assists in the training
of client sales personnel and local customer service support,
particularly with respect to the use of national rate plans and airtime
promotions. The Company presently utilizes 60 account management
representatives for on-site training and subscriber and product support.

As of March 24, 1998, the Company had approximately 56,000 Ameritel
cellular subscribers, which is approximately fourteen times the number of
its June 30, 1997 cellular subscriber base of approximately 4,000.

The Company is transitioning to a full-service reseller of paging
services, and is pursuing a strategy similar and complementary to that
of its cellular operations.  The Company has signed reseller agreements
with two national facilities-based paging companies, and has
substantially transitioned its mass market retailing clients to the
Ameritel platform.  This permits the Company to achieve the same cost
and service benefits with paging comparable to cellular service.

As of March 24, 1998, the Company had approximately 20,000 Ameritel
paging subscribers, which is approximately ten times the number of its
paging subscriber base of approximately 2,000 as of June 30, 1997.

Distribution Channels

The Company's business strategy is to offer wireless communications
services through various mass market distribution channels. The Company
has chosen to utilize several different channels of distribution to
access mass market consumers:

Retail Mass Merchandisers

The Company utilizes the retail mass market channel as a major source of
distribution for cellular services. The Company has entered into
distribution agreements with several national and regional retail chains
including RadioShack, Target Stores, OfficeMax, Staples, Walgreen's, Ritz
Camera and SunTV.  Under these agreements, the Company sells and markets
its Ameritel cellular service to consumers and provides comprehensive
activation and subscriber support services to new subscribers. The
Company believes that the market for cellular services will continue to
grow, and the mass market consumer will represent much of this growth.
This will allow the Company to increase its subscriber base while
steadily decreasing its per subscriber acquisition costs.

Remote Activation Process ("RAP").   The Company believes that a
simplified purchase and automated activation process is critical to
growing its subscriber base through its mass market distribution
channels. The Company's off-site Remote Activation Process ("RAP")
permits the subscriber to activate Ameritel cellular service in a
simplified and expeditious manner. The subscriber completes a RAP
agreement at the retail store location, calls a toll-free number to
select a rate plan and obtains the required credit approval. This
process generally takes 10 to 20 minutes to complete, at which time the
carrier is electronically notified to activate the phone.  Activation of
the telephone by the carrier generally occurs within two hours.

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 RAP 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, 1997,
1996 and 1995 aggregated $129,592, $110,222 and $87,062, respectively.
In addition, the Company incurred capital costs of $731,529, $752,506
and $472,693 in the years ended December 31, 1997, 1996 and 1995,
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.
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
other resellers who market their services directly to the public. In
every area where the Company offers its cellular services, it competes
with at least two incumbent local cellular service providers in the
region, as well as with PCS providers that operate on both a local and a
national basis. The Company believes that it can effectively compete with
these companies based upon the strength of its national distribution
network comprised of the retail mass merchandisers and direct response
marketing companies under contract with the Company. In addition, the
Company believes it is one of the truly national resellers of cellular
and paging services besides MCI Wireless (a division of MCI
Communications Corp.).

The Company also competes with a large number of paging carriers that
provide local, regional and national service and who market their
services primarily through direct sales and retailing arrangements. Some
of these paging carriers include SkyTel, Metrocall, PageNet, and other
regional or local paging service providers located throughout the
Company's coverage area. The Company believes that most paging carriers
do not have strong brand name recognition, have utilized a standard
marketing approach and have limited retail marketing experience.

Continuing technological advances in telecommunications, such as the
development of ESMR systems and increasing use of satellite-based
communications, make it difficult to predict future competition. However,
as each of these and other similar technologies require activation, the
Company's systems have been developed to be compatible with all such
technologies. The Company believes that new wireless communication
technologies will be increasingly offered to subscribers through retail
mass merchandisers and direct response companies and, accordingly,
believes that it will be able to effectively compete in this market.
EMPLOYEES
As of March 24, 1998 the Company employed a total of 303 people,
including its four corporate officers, a senior vice president of
operations and a director of marketing for Ameritel, a chief technical
officer, a manager for paging services, information systems personnel,
customer service and support personnel, clerical and administrative staff
and account representatives.  The Company also utilizes three independent
sales representative organizations and, on an as-needed basis, other
independent contractors. 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 continued in
1997 and are expected to continue in 1998. As of December 31, 1997, the
Company had an accumulated deficit of approximately $43 million. There
can be no assurance that the Company will ever achieve profitability. The
Company expects to continue to incur significant losses in future periods
in connection with the expansion of its reseller operations, as revenues
from the sale of cellular telephone service are generally insufficient
during the early periods of service to recover the initial costs of
acquiring subscribers. In addition, the Company expects to incur further
start-up expenses associated with the provision of wireless communication
services at new or additional retail locations. There can be no assurance
that the Company will successfully develop as a profitable reseller of
wireless services, that the Company's existing retail mass merchandiser
distribution channels will expand their use of the Company's services, or
that the Company will obtain additional channels of distribution.

Need For Additional Financing

The wireless resale industry is very capital intensive, particularly for
growing resellers, at substantial costs are incurred in connection with
the acquisition of subscribers.  The Company will require substantial
additional financing in order to fund operations at current growth levels
and to increase its growth rate.  If the additional capital and/or actual
cash flow proves to be insufficient to fund the Company's operations or
expansion requirements (due to unanticipated expenses, operating
difficulties, or otherwise), or the Company's strategy changes, the
assumptions underlying its projections change or prove to be inaccurate
the Company will be required to curtail its operations.  The availability
of financing on terms acceptable to the Company is not assured. Thus,
there can be no assurance that the Company's planned expansion and
operation of its reseller business will be successful.

Continuance as a Going Concern

The Company's significant growth in subscribers has created a working
capital deficiency due to the acquisition costs associated with the high
rate of subscriber growth.  The Company currently requires substantial
amounts of capital to fund both current operations and to expand its
subscriber base.  Due to recurring losses from operations, a net capital
deficiency and Company's inability to date to obtain sufficient
financing commitments to support current and anticipated levels of
operations, the Company's independent public accountants audit opinion
states that these matters raise substantial doubt about the Company's
ability to continue as a going concern.

Uncertain Management of Growth

The Company's business plan will, if successfully implemented, result in
rapid expansion of its reseller operations.  Rapid expansion of the
Company's operations will significantly strain on the Company's
management, financial and other resources.  The Company's ability to
manage future growth, should it occur, will depend upon its ability to
monitor operations, control costs, maintain regulatory compliance,
maintain effective quality controls and significantly expand the
Company's internal management, technical, information and accounting
systems and to attract, assimilate and retain additional qualified
personnel.  See "-Dependence on Key Personnel."  Furthermore, as the
Company's business develops and expands, the Company will need additional
facilities for its growing work force.  There can be no assurance that
the Company will successfully implement and maintain such operational and
financial systems or successfully obtain, integrate and utilize the
employees and management, operational and financial resources necessary
to manage a developing and expanding business in an evolving and
increasingly competitive industry.  Any failure to expand these areas and
to implement and improve such systems, procedures and controls in an
efficient manner at a pace consistent with the growth of the Company's
business could have a material adverse effect on the business, financial
condition and results of operations of the Company.

If the Company is unable to hire staff, expand such facilities, retain
labor, increase the capacity of its information systems and/or
successfully manage and integrate such additional resources, subscribers
could experience delays in activation of service and/or lower levels of
customer service.  Failure by the Company to meet the demands of
subscribers and to manage the expansion of its business and operations
could have a material adverse effect on the Company's business, financial
condition and results of operations.

Development of Wireless Reseller Operations

A crucial component of the Company's strategy is its ongoing development
as a national wireless reseller.  Since November 1996, the Company has
been operating as a reseller of the services of a number of cellular
carriers and two national paging carriers, and is continuing to
negotiate agreements with other carriers.  The success of the Company's
expansion plan is subject to certain risks.  These risks include the
Company's ability to negotiate additional reseller agreements on
commercially reasonable terms, 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
toward deregulation of the telecommunications industry.  These
regulatory changes include the possible elimination of the obligation of
facilities-based wireless carriers to make their services available for
resale.

Dependence on Wireless Carriers

The Company is dependent upon facilities-based cellular telephone and
paging service providers for the supply of service to be resold to the
Company's subscribers. The Company would be adversely affected if its
suppliers failed to provide adequate service or if they experienced
financial, technical or regulatory difficulties, or if future demand for
service exceeds current service capabilities. Further, an increase in the
wholesale rates charges by the carriers would inhibit the Company's
ability to control operating costs.

Dependence on Major Channel of Distribution

Of the Company's approximately 56,000 cellular subscribers at March 24,
1998, approximately 70% were enrolled at RadioShack stores, the Company's
principal channel of distribution.  There can be no assurance that the
Company's distribution contract with RadioShack will remain in effect or
be renewed when it expires in October 1998. The Company's growth would be
materially and adversely affected if RadioShack terminates or elects not
to renew its contract with the Company or reduces the number of its
retail locations at which the Company provides its services.

Seasonality

The Company's revenue and operating income tends to fluctuate over the
course of the year, and increases notably in the fourth quarter of the
calendar year. This is primarily attributable to increased retail sales
during the holiday season in November and December. This seasonal pattern
may place pressure on the Company's cash and working capital positions,
which may have an adverse effect on the Company's financial liquidity.

Maintenance of Subscriber Base

The Company does not enter into contracts greater than one year in
duration with most of its cellular and paging subscribers. As its
subscriber base grows, there can be no assurance that substantial numbers
of its subscribers will continue to purchase wireless services from the
Company. In the event that a significant percentage of its subscribers
choose to purchase cellular telephone or paging service from another
carrier or otherwise cease to purchase service from the Company, there
can be no assurance that the Company will be able to replace its
subscribers with new cellular and paging subscribers.

Exposure to Fraudulent Use of Wireless Services

The cellular industry has been subject to telecommunications fraud and,
in particular, "cloning" of legitimate phone numbers leading to the
illegal use of such numbers. Although the various cellular carriers have
taken steps to prevent fraud, including requiring or recommending the use
of PIN numbers and/or authenticated phones, as well as implementing the
rollout of digital cellular service which is more difficult to clone,
there is no certainty that fraud will not continue to be a significant
problem in the wireless telecommunications industry. Under its agreements
with certain carriers, the Company may be liable for a portion of charges
incurred for fraud occurring in the carriers' home and roaming markets.

Dependence on Key Personnel

The Company's future success will depend upon the continued service of
several key personnel, particularly Bruce A. Hahn, the Company's Chairman
and Chief Executive Officer, as well as its ability to attract and retain
highly qualified managerial and operational personnel. Competition for
such personnel is intense, and there can be no assurance that the Company
will retain its existing key managerial, technical or other personnel or
that it will 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.  Mr. Hahn's employment agreement expired in
December 1997 and the Company is currently negotiating a new agreement
with him.  The Company does not maintain key man life insurance on any of
its personnel.

Potential Adverse Effect of Competition

The wireless communications industry is highly competitive and rapidly
changing. The Company's principal competitors are cellular, PCS and
paging service providers (both facilities and non-facilities-based) who
market their services directly to the public and through non-exclusive
agents and resellers such as the Company. Most wireless service
providers, particularly 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 services.

Competition in the wireless communications industry is expected to
continue to intensify. Due to the rapid introduction of PCS, enhanced
specialized mobile radio ("ESMR") and the growth in the number of
facilities-based wireless carriers, many areas of the country which
previously were covered by two licensed cellular carriers are now, or
will soon be, served by several wireless providers. The trend toward
consolidation within the telecommunications industry, accelerated by
deregulation at the federal level, can also be expected to exert
increased competitive pressures on companies that remain independent.
Accordingly, there can be no assurance that the Company can operate
successfully in the increasingly competitive wireless telecommunications
market.

Rapid Technological Change

The market for the Company's telecommunications services is characterized
by rapid technological change and evolving industry standards. The
introduction of services embodying new technology and the emergence of
new industry standards can rapidly erode the competitive position of
existing telecommunications services. The Company's success will be
substantially dependent upon its ability to anticipate changes in
technology and industry standards and successfully introduce new and
enhanced services on a timely basis. If the Company is unable for
technological or other reasons to introduce new services in a timely
manner, it could have a material adverse effect on the Company's
business.

Government Regulation

The resale of interstate and intrastate cellular mobile telephone service
is subject to federal and state regulation as a common carrier radio
telephone service. Although these regulations do not currently have a
material impact on the operation of the Company's reseller business,
there can be no assurance that changes in government regulation will not
have an adverse impact on the Company's business or results of
operations.

Lack of Patent Protection

The Company relies on copyrights, trade secret protection and non-
disclosure agreements to establish and protect its rights relating to its
proprietary software platform and other technology. The Company does not
hold any patents. 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 Activation Services Network
("ASN") system, which could have a material adverse effect on the
Company's business.  (The Company has also been advised that its use of
the name "Ameritel" may infringe on trademarks and service marks of
others in certain states.

Equipment Failure; Natural Disaster

The Company maintains its centralized platform for subscriber activation,
subscriber care, and billing at two sites in Georgia. Although the
platform has redundancies, a major equipment or software failure or a
natural disaster could have a material, 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. Over the
past 12 months, the Company also has experienced significant volatility
in its stock price, and there can be no assurance that such fluctuations
will not adversely affect the market price of the Company's Common Stock
in the future.

Dilution

Shareholders may suffer dilution as a result of future financings, the
exercise of existing options and warrants or those granted in the future,
and other transactions.

No Anticipated Dividends on Common Stock

The Company has never paid cash dividends on its Common Stock, and it
does not anticipate paying such dividends in the foreseeable future. The
Company intends to reinvest any funds that might otherwise be available
for the payment of such dividends in the further development of its
business.

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 $12,400, increasing to 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, 1997.

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,
1997.
PART II
ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
(a)  The Company's Common Stock is quoted on the NASDAQ National Market
System ("NNM") under the symbol "USCM."  The following table sets forth
the range of high and low sales prices on the NNM for the periods
indicated.
SALE PRICE
                                                 --------------
THREE MONTHS ENDED                                HIGH       LOW
------------------                              ------     -----
March 31, 1996                                  10 3/4      6 5/8
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
March 31, 1997                                   6 3/8      3 7/8
June 30, 1997                                    4 3/8      2 13/16
September 30, 1997                               6 1/8      3 3/64
December 31, 1997                                8 1/2      5 10/32

As of March 24, 1998, there were 92 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.
(b) Recent Sales of Unregistered Securities

On October 30, 1997, and PaineWebber Incorporated ("PaineWebber"), an
investment banking firm, entered into a letter agreement (the
("PaineWebber Agreement") pursuant to which PaineWebber agreed to
establish through October 1998 for Ameritel's account irrevocable
standby letter of credit financing in the aggregate amount of up to
$3.75 million for the purpose of enabling Ameritel to satisfy its
security obligations under agreements with RadioShack and certain
cellular service providers from whom it purchases cellular service for
resale.  Under the PaineWebber Agreement the Company is required to
pledge, as a condition precedent to the issuance of any letter of credit
by PaineWebber, such number of shares of the Company's common stock
valued at $7.00 per share, as shall equal 125% of the principal amount
of each letter of credit to be issued.  The agreement further requires
the Company to replace any such pledged shares with cash, U.S.
government obligations or other obligations guaranteed by the U.S.
government in the amount of 125% of the aggregate principal amount of
all outstanding letters of credit (i.e. up to $4,718,750) on or prior to
the earlier to occur of the completion of the Company's pending private
placement or January 30, 1998.  In addition, USCI and Ameritel executed
guarantees of each other's obligations under the PaineWebber Agreement.

To provide the shares of Common Stock required to be pledged as
collateral under the PaineWebber Agreement, the Company entered into an
agreement dated as of October 30, 1997 with certain of its stockholders
(the "Stockholders") including Mr. Hahn, Mr. Kostrinsky and two of the
Company's directors, under which the Stockholders agreed to deposit with
the Company an aggregate of 545,045 shares of the Company's common stock
owned by them for delivery, as and when needed, to PaineWebber.  As
consideration for this agreement, the Company issued to the Stockholders
non-qualified five year options to purchase an aggregate of 54,505
shares of the Company's Common Stock at $6.00 per share.

As consideration to PaineWebber for providing the letter of credit
financing, the Company issued to PaineWebber a five-year warrant to
purchase up to 600,000 shares of the Company's Common Stock at a
purchase price of $6.00 per share.
On November 18, 1997, the Company obtained an unsecured loan in the
amount of $4.0 million from George Karfunkel and Michael Karfunkel.  The
loan bears interest at 8.5% per annum and is payable on December 31,
1997, or completion of the Company's pending private placement,
whichever is sooner. As additional consideration for the loan, the
Company issued to each of the lenders a five-year warrant exercisable to
purchase up to 400,000 shares of the Company's Common Stock at an
exercise price of $6.00 per share.  On December 30, 1997, the Company
issued to each of the lenders an additional five-year warrant to
purchase 200,000 shares of Common Stock at $6.00 per share in
consideration of the lenders' extension of the due date of the loans
until January 31, 1998  The Warrants were subsequently rescinded as part
of a transaction which occurred in February 1998.

On January 2, 1998, the Company obtained an unsecured bridge loan in the
amount of $250,000 from Decameron Partners, and on January 5, 1998, the
Company received an unsecured bridge loan in the amount of $250,000 from
Mr. Alan R. Dresher.  Each loan bears interest at 10% per annum and is
payable upon the earlier to occur of January 31, 1998 or the completion
of the Company's pending private placement.  As additional consideration
for the loans, the Company issued to each lender a five-year warrant to
purchase 50,000 shares of Common Stock at $6.00 per share.  The Company
also issued a five-year warrant to purchase 25,000 shares of Common
Stock at $6.00 per share to Alan Baron, the principal of Decameron
Partners, as a finder's fee.  These loans have been repaid.

On February 2, 1998, the Company issued to each of Decameron Partners,
Inc. and Alan R. Dresher, additional five-year warrants to purchase
50,000 shares of Common Stock at $6.00 per share in consideration of the
lenders' extension of the due date of each of their $250,000 unsecured
bridge loans (dated November 18, 1997) from January 31, 1998 to February
28, 1998 (which loans were paid in full). The Company also issued a
five-year warrant to purchase 25,000 shares of Common Stock at $6.00 per
share to Alan Baron, the principal of Decameron Partners in
consideration for his assistance in obtaining the extension of the
loans.

On February 24, 1998, pursuant to the terms and conditions of a Private
Placement Purchase Agreement of even date among the Company, George
Karfunkel, Michael Karfunkel, Huberfeld Bodner Family Foundation, Inc.,
Laura Huberfeld/Naomi Bodner Partnership and Ace Foundation, Inc.: (a)
George Karfunkel and Michael Karfunkel each sold $1 million principal
amount of Notes of the Company to Laura Huberfeld/Naomi Bodner
Partnership and Huberfeld Bodner Family Foundation at a purchase price
equal to the face amount of the Notes (b) the 1,600,000 warrants issued
by the Company to George Karfunkel and Michael Karfunkel were cancelled
and rescinded together with the $4,000,000 Replacement Promissory Notes
dated November 18, 1997 issued to George Karfunkel and Michael
Karfunkel; and (c) the Company issued Convertible Restated Notes as
follows: $1,000,000 to George Karfunkel, $1,000,000 to Michael
Karfunkel, $1,250,000 to  Laura Huberfeld/Naomi Bodner Partnership and
$750,000 to Huberfeld Bodner Family Foundation, Inc.  The Company
agreed, for each month or portion thereof, from and after November 1,
1997 until the principal of the Convertible Restated Notes and all
accrued interest is paid in full, to issue 100,000 Primary Warrants for
each $1 million principal amount outstanding under the Convertible
Restated Notes.  To cover the period from November 1, 1997 through March
31, 1998, the Company issued five-year warrants to purchase 500,000
shares of the Company's Common Stock to each of George Karfunkel and
Michael Karfunkel, five-year warrants to purchase 625,000 shares to
Laura Huberfeld/Naomi Bodner Partnership and five-year warrants to
purchase 375,000 shares to Huberfeld Bodner Family Foundation
(collectively, the "Primary Warrants"), each Primary Warrant with an
exercise price of $5.00, and each providing for the issuance of one
warrant ("Secondary Warrants") with the same terms and conditions for
each Primary Warrant exercised.

In addition, pursuant to the Private Placement Purchase Agreement, the
Company, in a private transaction exempt from registration pursuant to
Section 4(2) of the Securities Act of 1933, as amended (the "Securities
Act"), sold for investment Convertible Notes in the amount of $750,000
to each of George Karfunkel and Ace Foundation.

The Convertible Notes and the Convertible Restated Notes are due and
payable on or before August 1, 1998 and accrue interest until maturity
at the rate of 10% per annum and after maturity, at the rate of 15% per
annum.  In the event that the principal and all accrued interest on the
Notes have not been paid in full by the maturity date, at the option of
the Note holder, the principal and accrued interest shall be convertible
into shares of Common Stock of the Company at a conversion price equal
to the lesser of $5.00 per share or 80% of the average closing sales
price of the Common Stock during the last five trading days prior to
conversion.

The Company has agreed to include the shares of Common Stock issuable
upon exercise of the Primary Warrants, Secondary Warrants and upon
conversion of the Convertible Notes and Convertible Restated Notes in a
registration statement to be filed for the purpose of permitting the
resale of such shares.  If the registration statement is not declared
effective by the Securities and Exchange Commission ("Effective Date")
by June 30, 1998 or September 30, 1998, then the interest rate under the
unpaid Notes increases to 18% and 24% per annum, respectively, until the
Effective Date.

Notwithstanding the foregoing, no conversion of any Convertible Note or
any Convertible Restated Note, and no exercise of any of the Primary
Warrants or Secondary Warrants shall occur if it causes the holder to
then be the "beneficial owner", as defined in Section 13(d) of the
Securities Exchange Act of 1934, as amended, of more than 4.99% of the
then outstanding Common Stock of the Company.

On March 5, 1998, the Company sold for investment 173,913 shares of
Common Stock to Alan R. Dresher and 250,000 shares of Common Stock to
Bulldog Capital Management at a purchase price of $5.75 per share, and
issued five-year warrants to purchase one share of Common Stock for each
ten shares purchased at an exercise price of $7.1875 per share to each
purchaser.  The Company also paid $170,625 and issued a five-year
warrant to purchase 42,391 shares of Common Stock at $7.1875 per share
to Alan Baron as a finder's fee.

On March 24, 1998, the Company entered into a Convertible Preferred
Stock Purchase Agreement with JNC Opportunity Fund Ltd. ("JNC"), an
institutional investor, under the terms of which JNC agreed to purchase
up to $15 million in convertible preferred stock of the Company, of
which $5 million was funded on March 24, 1998.  The preferred stock is
entitled to a dividend of 6% per annum, payable quarterly in arrears and
is convertible, together with accrued dividends, at a conversion price
equal to 120% of the average closing bid price for 5 trading days
immediately precedent the closing date or 85% of the average of the
three lowest closing prices per share of Common Stock for the 25 trading
days preceding the conversion notice.  The Preferred Stock is redeemable
at the option of the Company at the then applicable conversion price.
In addition, JNC receive five-year warrants to purchase 149,522 shares
of Common Stock at a purchase price of $6.89 per share.  The Company
paid a finder's fee of 10% of the gross proceeds of the intial tranche
to Wharton Capital Ltd. ("Wharton"), a New York-based financial
consulting firm and Donald Drum.  Wharton Capital also received five-
year warrants to purchase 62,500 shares of Common Stock at a purchase
price of $6.89 per share.  The shares issuable upon conversion of the
Preferred Stock and exercise of the Warrants are subject to registration
rights.  The purchase of the balance of $10 million is subject tot he
satisfaction of certain conditions.  Reference is made to the
Certificate of Designation and the financing documents which are filed
as exhibits to this Annual Report for a complete description of all
terms.

All unregistered securities were issued by the Company in private
transactions exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933, as amended.
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,

                                   1997            1996            1995            1994           1993
<S>                             <C>            <C>             <C>             <C>            <C>
Total revenues                   $9,811,890     $ 7,073,167     $ 4,757,149     $ 1,606,961    $ 441,341

Operating Expenses

  Commissions pass-through
  and other direct costs          5,052,205       3,598,952       3,111,946       1,175,918      281,073

  Selling, general and
  administrative                 18,967,189      12,128,111       4,907,527       1,981,171      519,547

  Restructuring and Other
    Charges:                      1,100,000            -             -                -              -

  Subscriber Acquisition and
    Promotional Costs            12,385,662         114,986           -                -             -

Operating loss                  (27,692,986)     (8,768,882)     (3,302,226)     (1,550,128)    (359,279)

Loss before extraordinary item  (28,786,604)     (7,783,713)     (3,441,376)     (1,721,628)    (360,069)

Extraordinary item                        0               0        (679,178)              0            0

Net loss                       $(28,786,604)    $(7,783,713)    $(4,120,554)    $(1,721,628)   $(360,069)

Net loss per
common share                         $(2.81)         $(0.76)         $(0.74)         $(0.57)      $(0.16)

Basic and diluted weighted
average common shares
outstanding                      10,251,402      10,187,909       5,557,120       3,004,131     2,184,174

<CAPTION>
Balance Sheet Data

                                                            At December 31,

                                    1997           1996            1995            1994           1993
<S>                               <C>           <C>             <C>             <C>            <C>
Working capital (deficit)        $(12,643,491)   $13,177,931     $24,131,288     $ 1,053,715    $ 150,820

Total assets                       13,594,047     26,394,982      30,083,295       3,990,238      979,773

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

Accumulated deficit               (43,122,580)   (14,335,976)     (6,552,263)     (2,431,709)    (710,081)

Total stockholders'
equity (deficit)                 $ (6,312,978)   $19,312,420     $18,049,456     $  (299,539)    $414,061
</TABLE>



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

Overview

The Company was organized as U.S. Communications, Inc. in 1991 and
commenced operations in mid-1993 as a cellular activation processing
agent with OfficeMax, its first retail mass merchandiser channel of
distribution.  Prior to that time, U.S. Communications, Inc. was
principally engaged in organizational activities, raising capital and in
the development of its activation and processing systems.  On May 15,
1995, U.S. Communications, Inc. merged with Trinity Six Inc.
("Trinity"), a publicly-traded company, pursuant to which U.S.
Communications, Inc. became a wholly-owned subsidiary of Trinity, which
changed is name to USCI, Inc.

Between 1993 and 1996 the Company expanded its operations as a sales,
marketing and activation processing agent for facilities-based cellular
and paging carriers.  By late 1996, the Company had entered into agency
agreements with cellular carriers which enabled the Company to offer
cellular activation service in virtually all of the Metropolitan
Statistical Areas ("MSAs") and a majority of the Rural Service Areas
("RSAs") in the United States.

The Company, as an independent activation agent, marketed the carriers'
wireless services through a national network of mass merchandisers and
direct response marketing companies.  National distribution of cellular
service was made possible through use of the Company's proprietary
software platform, which both expedites and simplifies the complete
administrative and technical functions necessary to initiate, complete
and support activations of wireless telephones and pagers from multiple
locations in the United States and Puerto Rico.

In the fourth quarter of 1996, the Company began a planned transition to
becoming a national reseller of wireless communications services.  The
transition was undertaken to enable the Company to obtain the benefits
of retaining wireless subscribers as customers, including access to an
on-going revenue stream rather than a one-time agency commission, the
creation of a national wireless platform, the creation of uniform
national rate plans, the creation of a single service platform for
retail channels of distribution, greater ability to cross market
additional telecommunications services to its subscriber base and the
ability to create a branded identity for its Ameritel wireless services.
During 1997, the Company entered into reseller agreements with a number
of facilities-based cellular and paging carriers to replace, on a market
by market basis, its carrier agency agreements.  As of March 24, 1998,
the Company was offering, through its national mass merchandisers
network, its Ameritel cellular services in 372 MSAs and RSAs covering a
population of approximately 214 million people, or "POPs", and paging
services to areas containing 248 million POPs.

Historically, the Company's revenues have consisted of commissions
earned as an activation agent for cellular and paging carriers and,
since the last quarter of 1996, revenues from the resale of cellular and
paging services.  For the year ended December 31, 1997, agency
commissions were $3.0 million and reseller revenues were $6.3 million.
Since the company has substantially completed its transition to becoming
a reseller, in the future, it will not receive material revenues from
agency commissions.

The Company bills its resale customers for monthly access to the
underlying carrier's cellular or paging network, cellular usage based on
the number, time and duration of calls, the geographic location of both
the originating and terminating phone numbers, extra service features,
the applicable rate plan in effect and the time of the call.

The wholesale cost of subscriber service includes monthly access, usage
(home and roaming) and special features charges paid by the Company to
the cellular and paging carriers.

Subscriber acquisition and promotional costs includes commission
payments made by the Company to its channels of distribution (or to
equipment suppliers on their behalf) for each activation by their
customers of a cellular telephone, certain advertising costs incurred by
the Company or its distribution channels and reduced access and/or free
airtime for a limited period to its cellular subscribers.  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 early service
cancellations ("churn") and by losses caused by fraudulent use of
service by third persons which, by law, are not recoverable from
subscribers.  Under existing agreements with the carriers providing the
Company with cellular service, access fraud is generally recoverable and
although not generally recoverable, subscriber fraud is also recoverable
under certain circumstances.  The Company believes that it will be able
to mitigate churn through competitive pricing, and retention programs.
The Company has also taken steps to mitigate losses due to fraud through
improved controls and the hiring of additional personnel to monitor
fraud and install fraud prevention procedures.

Selling expense includes the costs of providing sales and other support
services for customers including salaries and commissions to salesforce
personnel and the Company's independent sales representatives.  General
and administrative expense include the costs of the billing and
information systems, other administrative expenses, personnel required
to support the Company's operations and growth as well as all
amortization expenses.

The Company experienced significant growth in its resale operations in
the latter half of 1997 and believes that future growth will require
additional funding, expansion and enhancement of its management,
personnel and information systems.  To accommodate this growth, the
Company intends to continue to implement and improve its operational,
financial and management information systems.  To support its growth,
the Company and added a Chief Operating Officer, a Senior Vice President
and other employees in 1997. The Company is also expanding its
information systems to provide improved recordkeeping for customer
information and management of uncollectible accounts and fraud control.

The Company has experienced and will continue to experience significant
operating and net losses and negative cash flow from operations.  The
Company believes that it will achieve positive operating margins only
when gross margins from subscriber revenues exceed subscriber
acquisition and promotional costs and operating expenses  See "Risk
Factors-Limited History of Losses; Uncertainty of Future Profitability"
and "Need For Additional Financing."  The Company believes that it will
achieve positive operating margins over time by increasing the number of
revenue-generating customers and realizing reductions in wholesale cost
from carriers while maintaining (or decreasing) its lower than industry
average subscriber acquisition costs.  The Company expects that
operating and net losses and negative operating cash flow will continue
to increase as the Company implements its growth strategy  See
"Liquidity and Capital Resources."

RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 1997 COMPARED TO
YEAR ENDED DECEMBER 31, 1996

Revenues

Total revenues for the year ended December 31, 1997 ("1997"), consisting
primarily of subscriber sales, activation commissions and market
development funds, were $9,811,890 as compared to $7,073,167 for the
year ended December 31, 1996 ("1996").

The increased revenues for 1997 are attributable to increased sales of
the Company's Ameritel brand cellular and paging services.  Cellular and
paging subscriber revenues amounted to $6,281,825 for 1997 compared to
$29,656 for 1996.

Agency activation commissions, which the Company receives from other
wireless carriers for which it performs activation processing services,
decreased significantly from 1997 to 1996 due to the Company's
transition from agent to reseller.  Agency commissions in 1997 were
$2,993,483 as compared to $4,991,461 in 1996.  Other operating revenues,
which consisted primarily of market development funds, declined to
$536,582 for 1997 from $2,052,050 for 1996, due in part to the Company's
transition from agent to reseller.

Cost of Sales

Costs of subscriber services, which consist of direct charges from
cellular and paging carriers for access, airtime and services resold to
the Company's subscribers, amounted to $3,375,004 and $11,362 for 1997
and 1996, respectively.  The Company did not initiate its reselling
operations until the last quarter of 1996 and thus did not incur any of
the costs relating to the resale operations until the fourth quarter of
1996.  The gross margin for subscriber sales was $2,906,821 or 46.3% and
$18,294 or 61.7% for 1997 and 1996, respectively.

Agency commission expenses amounted to $1,357,121 and $3,519,394 for
1997 and 1996, respectively.  Such expenses consist primarily of
commissions paid to the Company's mass market distribution channels.

Operating Expenses

Subscriber acquisition and promotional costs represent expenses incurred
by the Company in its efforts to acquire new subscribers for its
cellular and paging services.  These costs consist primarily of
commissions paid to retailers and outside sales representatives, below
cost discounts granted to subscribers when purchasing cellular or paging
services, rebates issued to subscribers and certain advertising costs.
Subscriber acquisition and promotional costs amounted to $12,385,662 and
$114,986 for 1997 and 1996, respectively.

Restructuring and other charges include $1.1 million recorded by the
Company in 1997, due to the impairment of certain assets in connection
with the Company's planned transition from agent to reseller.

Selling, general and administrative expenses for 1997 aggregated
$18,967,189 as compared to $12,128,111 for 1996, reflecting the
Company's growth.  Salaries and related employee benefits increased by
82% to approximately $7,500,000 for 1997 from $4,122,000 for 1996,
reflecting the Company's hiring of executive, managerial, customer
service and information systems personnel to support its growth.
Telecommunications expense increased by 35% to $1,223,304 for 1997 from
$907,449 for 1996 and billing and credit review services increased by
599% to $383,919 in 1997 from $54,904 in 1996, due, in substantial part,
to increased activity and growth of the reseller business.  Depreciation
and amortization for 1997 was $2,404,065 as compared to $1,555,807 for
1996 as the Company incurred additional software development costs and
purchased and placed into service additional communications devices,
cellular and paging displays, computers, computer peripherals and other
capital equipment.  Rebate expense increased by $308,333 as the Company
expanded its subscriber base.

Interest expense (net of income) aggregated $1,093,618 in 1997 and
interest income (net of expense) aggregated $985,169 for 1996.  The
change to interest expense during 1997 from interest income in 1996 is
related to the decrease in cash and cash equivalents due to the
Company's use of cash and cash equivalents to fund increased operating
expenses and capital expenditures discussed above, and approximately
$1.4 million of interest expense attributable to the fair value of
warrants issued in connection with two financings.  See "Liquidity and
Capital Resources."

The Company incurred net losses of $28,786,604 and $7,783,713 for 1997
and 1996, respectively.

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,
Service Merchandise, Meijer, Target Stores, and Montgomery Ward in 1996.
During the fourth quarter, the Company completed installation of its
activation centers in 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 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
$12,128,111 as compared to $4,907,527 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 $985,169 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 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.

Liquidity and Capital Resources

Working capital deficiency at December 31, 1997 was $12,643,491 compared
to positive working capital of $13,177,931 at December 31, 1996.  Cash
and cash equivalents at December 31, 1997 totaled $1,105,530 (of which
$731,500 was restricted) compared to $15,581,244 at December 31, 1996.
There was a Stockholders' deficit of $6,312,978 December 31, 1997
compared to Stockholders' equity of $19,312,420 December 31, 1996.  The
decrease in working capital, cash and Stockholders' equity is
attributable to the Company's operating loss in 1997 resulting from the
substantial expansion of its reseller operations.  The principal reason
for the increased 1997 losses is attributable to the subscriber
acquisition and promotional costs incurred in connection with the
substantial increase in the size of the Company's reselling subscriber
base directly attributable to increased activity during the fourth
quarter of 1997.  The Company continues to experience monthly negative
cash flow from operations due to its growing subscriber base.
The Company's significant growth in subscribers has created a working
capital deficiency due to the acquisition costs associated with the high
rate of subscriber growth.  The Company currently requires substantial
amounts of capital to fund both current operations and to expand its
subscriber base.  Due to recurring losses from operations, a net capital
deficiency and Company's inability to date to obtain sufficient
financing commitments to support current and anticipated levels of
operations, the Company's independent public accountants audit opinion
states that these matters raise substantial doubt about the Company's
ability to continue as a going concern.

To date, the Company has funded its operations and growth primarily
through financing activities.  As a consequence of the merger with
Trinity Six 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
to private lenders.  In November 1995, the Company received net proceeds
of approximately $21,850,000 from the exercise, following a notice of
redemption, of outstanding common stock purchase warrants.

In order to fund its operations and capital requirements in the fourth
quarter of 1997 and the first quarter of 1998, the Company obtained
letter of credit financing in the amount of approximately $3.1 million
from its investment banker, and short term loans totaling $6.0 million
from private individuals (of which $500,000 was repaid in the first
quarter of 1998).  In addition, the Company raised approximately $2.4
million from the private sale of Common Stock and $5 million from the
private sale of Convertible Preferred Stock in the first quarter of
1998.  Under the terms of the Convertible Stock Purchase Agreement, the
Company will receive an additional $10 million upon the satisfaction of
certain conditions imposed by the investor.  The $3.1 million letter of
credit financing is collateralized by Company stock pledged by officers,
directors and other stockholders.  The Company is obligated to replace
this collateral with 125% cash or cash equivalent (Treasury Bills) of
approximately $3,825,000.  This obligation was due on January 31, 1998
and has been orally extended.  In connection with these financings, the
Company issued warrants to the lenders to purchase an aggregate of
1,600,000 shares of Common Stock as of December 31, 1997 at an exercise
price of $6.00 per share.  The Company is also in the process of
completing bank financing consisting of a revolving and term loan in the
initial amount of $20 million.  Availability under this financing will
be dependent upon meeting certain formulas.  There is no assurance and
no representation is made that the bank line will be funded, or that the
funding of the balance of the Preferred Stock will take place.

Based upon the Company's current growth rate, the closing of the bank
line as proposed, of which there can be no assurance, the deferral or
conversion to Common Stock of $5.5 million in bridge loans, the
obtaining of agreements to extend the due dates for payment of certain
short-term obligations and the extension of the $3.1 million letter of
credit until 1999 and the funding of the $10 million Convertible
Preferred Stock private placement, the Company believes that it will be
able to satisfy its capital requirements through 1998.  However, there
is no assurance and no representation is made that the Company will be
successful in reaching these objectives.  In the event that it is unable
to do so, it will be required to seek other sources of funding and
further restructure the payment schedule of certain short-term
obligations and/or substantially reduce current operations to the extent
that one or more of the foregoing financing sources is not funded.

The Company expects that its capital requirements for 1998, if it were
to execute a plan of current client store expansion to increase
subscriber growth, will require it to obtain additional financing which
may include the sale or issuance of additional equity and debt
securities to one or more strategic investors.  The Company also intends
to restructure its short-term debt and to negotiate further deferrals of
certain accounts and commissions payable.  There can be no assurance
that the Company will be successful in raising sufficient additional
capital on upon terms acceptable to the Company or that the Company will
be successful in negotiating deferrals of certain of its short term
obligations.  In the event that the Company is not successful in
obtaining adequate financing or in restructuring its debt, the Company
will be required to seek other sources of funding and further
restructure the payment schedule for certain short-term obligations
and/or substantially reduce current operations to the extent that one or
more of the foregoing financing sources is not funded.  See "Risk
Factors-Need For and Availability of Additional Financing."

Because the Company's cost of expanding its distribution network and
operating business, as well as the Company's revenues, will depend on a
variety of factors (including the ability of the Company to negotiate
additional distribution agreements and increase its penetration of
existing distribution channels, the ability of the Company to negotiate
favorable wholesale prices from carriers, the number of customers and
the services for which they subscribe, the nature and penetration of new
services that may be offered by the Company, regulatory changes and
changes in technology), actual costs and revenues will vary from
expected amounts, possibly to a material degree, and such variations are
likely to affect the Company's future capital requirements.
Accordingly, there can be no assurance that the Company's actual capital
requirements will not exceed the anticipated amounts described above or
that the Company will be successful in obtaining such capital and if so,
on terms satisfactory to the Company.  Further, the exact amount of the
Company's future capital requirements will depend upon many factors,
including the extent of competition and pricing of telecommunications
services in its markets, the acceptance of the Company's services and
the development of new products.

INFLATION
To date, inflation has not had any significant impact on the Company's
business.
ITEM 7A.  Quantitative and Qualitative Disclosures About Market Risk
None.
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Reference is made to the Consolidated Financial Statements for the Years
Ended December 31, 1997, 1996, and 1995 and Notes thereto together with
Auditors' Report 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.

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              48   Chairman of the Board; Chief Executive Officer
Mario Martinez             38   President; Chief Operating Officer
Robert J. Kostrinsky       39   Executive Vice President; Treasurer;
                                Chief Financial Officer
Basil H. Ford              53   Vice President-Corporate Development and
                                Investor Relations; Secretary
Albert T. Bodamer          35   Senior Vice President-Ameritel Communications
Edgar R. Puthuff(1)(2)     61   Director
Jerome S. Baron(1)(3)      71   Director
Salvatore T. DiMascio(2)(3)58   Director
Stephen E. Pazian          48   Director
--------------------
(1) Member of the Compensation and Personnel Committee
(2) Member of the Finance Committee
(3) Member of the Audit Committee


Bruce A. Hahn, Chairman of the Board and Chief Executive Officer. Mr.
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 Six Inc. in May
1995 (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.

Mario Martinez, President and Chief Operating Officer. Mr. Martinez
joined the Company as President and Chief Operating Officer in August
1997. Mr. Martinez has 14 years experience of general management, sales,
marketing and business development in the wireless and wireline
telecommunications industries. Prior to joining the Company, Mr. Martinez
was President of AT&T Florida, Consumer Markets Division, a division of
AT&T, with overall responsibility for AT&T's core consumer long distance
business throughout the state of Florida. From November 1992 to June
1994, Mr. Martinez was Managing Director, Wireless Markets, for CSC
Intelicom, a division of Computer Sciences Corporation, with
responsibility for marketing wireless products in North America and
Puerto Rico. From October 1990 to November 1992, Mr. Martinez was Vice
President, US Direct Sales, for SkyTel, with responsibility for its
direct sales and telemarketing organization and, from June 1984 to
October 1990, Director, National Accounts Business Development, for
Sprint, Inc.

Robert J. Kostrinsky, Executive Vice President Treasurer and Chief
Financial Officer. Mr. 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 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, Vice President - Corporate Development and Investor
Relations. Mr. 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 multinational 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.

Albert T. Bodamer, Senior Vice President - Ameritel Communications. Mr.
Bodamer joined the Company in February 1997 as Senior Vice President,
Ameritel Communications, with responsibility for the Company's non-
facilities-based carrier operations. Mr. Bodamer has had substantial
experience in the cellular industry. Prior to joining the Company, Mr.
Bodamer was Vice President and General Manger for the southern New York
region of PriCellular Corp. His previous experience included serving as
general manager for resale and paging services at Rochester, New York
based Frontier Cellular Corp.

Edgar R. Puthuff, Director. Mr. 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, Director. Mr. 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 & Co.,
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.

Salvatore T. DiMascio, Director. Mr. DiMascio became a director of the
Company in July 1996. Since 1986, Mr. DiMascio has been President of
DiMascio Venture Management, Inc., a management and investment firm.
From June 1994 until June 1997, Mr. DiMascio was Executive Vice President
and Chief Financial Officer of Anchor Gaming, a publicly held diversified
gaming company.  From 1978 to 1986, Mr. DiMascio was Senior Vice
President and Chief Financial Officer of Conair Corporation.  Mr.
DiMascio is also a director of Fotoball U.S.A., a public company which
develops and manufactures custom sports related products, and H.E.R.C.
Products, Inc., a public company in the water treatment business.  Mr.
DiMascio is a certified public accountant.

Stephen E. Pazian, Director.  Mr. Pazian became a director of the Company
in December 1997.  He is currently the Chief Executive Officer and
President of Edison Enterprises, a division of Edison International
engaged in the provision of various non-regulated products and services.
From 1996 to 1997 Mr. Pazian was President of Ameritech Security
Monitoring Services with responsibility for strategic management and
business development.  From 1988 to 1996 Mr. Pazian was an officer at
Bell South Corporation, serving from 1989 to 1996 as President and Chief
Executive Officer of MobileComm., Bell South's paging and voice-messaging
company.  From 1986 to 1988, Mr. Pazian was a Vice President, and then
Executive Vice President, at Bell Atlantic Mobile Systems.
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, 1997.


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)         1997     245,819     -         18,000         -            35,000        -         -
Chairman, President       1996     200,266     -         18,000         -             -            -         -
Chief Executive Officer   1995     158,000     -         18,000         -           118,437        -         -

Robert J. Kostrinsky (2)  1997     145,819     -          9,000         -             5,250        -         -
Executive Vice            1996     100,266     -         15,000         -             -            -         -
President, Chief          1995      75,000     -         12,000         -            59,217        -
Financial Officer
<FN>
(1)  Salary payments include commissions paid pursuant to Mr. Hahn's employment agreement.
Such commissions totaled $45,819, $266 and $0 for the years ended December 31, 1997, 1996
and 1995, respectively.  Mr. Hahn has been Chairman 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 $55,819, $10,266 and $0 for the years ended December
31, 1997, 1996 and 1995, respectively.
</FN>
</TABLE>


The following table sets forth information concerning option grants
and option holdings for the fiscal year ended December 31, 1997 with
respect to the named executive officers.
Option/SAR Grants in Last Fiscal Year


<TABLE>
<CAPTION>
                                % of Total                Potential Realizable Value
                        No. of    Options/                  at Assumed Annual Rates
                       Securities   SARs                         of Stock Price    Alternative
                       Underlying Granted to  Exercise or        Appreciation      to (f) & (g)
                        Options/  Employees  Base/Market        for Option Term  ---------------
                         SARs     in Fiscal    Price Expiration ---------------    Grant Date
     Name              Granted(#)    Year     ($/Sh)   Date       5%($)   10%($)  Present Value $
     (a)                 (b)         (c)       (d)     (e)         (f)     (g)         (h)
<S>                   <C>           <C>     <C>         <C>       <C>      <C>       <C>
Bruce A. Hahn          35,000        6.7%   6.00/6.938  10/30/02  99,890   181,055    -

Robert J. Kostrinsky    5,350        1.0%   6.00/6.938  10/30/02  15,269    26,676     -

</TABLE>



The following table sets forth information concerning option exercises
and option holdings for the fiscal year ended December 31, 1997 with
respect to the named executive officers.



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 ($7.00)
Name               exercise(#)     price ($)    Options at FY-End (1)        less exercise price)
----------------   -----------    ----------   --------------------------   ---------------------------
                                               Exercisable  Unexercisable   Exercisable  Unexercisable
                                               -----------  -------------   -----------  -------------
<S>                   <C>          <C>          <C>            <C>          <C>           <C>
Bruce A. Hahn           -            -          153,437          -           $413,998         -

Robert J. Kostrinsky    -            -           59,752          -           $194,844         -
</TABLE>



The Company made no Long-Term Incentive Plan Awards during the fiscal
year ended December 31, 1997.

The Company has no defined benefit or actuarial plan.

The Company did not, during the fiscal year ended December 31, 1997,
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 Compensation and Personnel
Committee, until his resignation as a director in September 1997 was an
executive officer of Trinity Six Inc. until the Merger in May 1995.

Compensation of Directors
Non-employee directors currently receive 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 1997, each non-employee director received nonqualified
five-year options to purchase 25,000 shares of Common Stock at exercise
prices ranging from $4.25 to $6.25 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 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.
The employment contracts of Messrs. Hahn and Kostrinsky terminated
December 31, 1997 and are being renegotiated.

The Company has entered into a three year employment agreement with
Mario Martinez which runs through July 31, 2000 and provides for an
annual base salary of $175,000 in the first year, $200,000 in the second
year and $225,000 in the final year.  As additional compensation, Mr.
Martinez is entitled to receive a bonus based on the number of
Activations of cellular telephones (including PCS telephones) and pagers
by subscribers to the Company's Ameritel services and by subscribers to
the services of other carriers for which the Company acts as agent.  For
each of the three calendar years ending December 31, 1999, the bonus is
$0.75 per Activation in excess of 50,000 Activations and $1.25 for each
Activation in excess of 100,000 Activations for such year.  The bonus in
each year for paging Activations is $0.50 per Activation.  The minimum
bonus in each year is $25,000 and the maximum bonus payable is $350,000
in 1997, $700,000 in 1998 and $1,250,000 in 1999.  Mr. Martinez also
receives a monthly car allowance of $1,000 and is eligible to
participate in any Company sponsored benefits plans.  Mr. Martinez also
received five-year options to purchase 325,000 shares of the Company's
Common Stock at an exercise price of $3.50 share, of which options
covering 150,000 shares became exercisable immediately and options
covering 35,000 shares become exercisable on December 31, 1997. The
options covering the remaining 140,000 shares become exercisable, in
installments of 35,000 shares, on each of December 31, 1998, 1999, 2000
and 2001.  Notwithstanding this vesting schedule, for each $2.00 price
increase above the $3.50 exercise price of the options in the Company's
Common Stock as reported on the Nasdaq National Market system, 20% of
the not yet vested options will immediately become exercisable.  As of
March 24, 1998, 255,000 options are exercisable.  In addition, provided
he is employed by the Company in August 1, 1998 and August 1, 1999, Mr.
Martinez is to receive on each date an option to purchase 25,000 shares
of the Company's Common Stock, exercisable at a price equal to the last
reported sale price of the Common Stock on such date.  The agreement
further provides for payment to Mr. Martinez, in the event of a change
of control of the Company (as defined in the agreement) and the
termination of Mr. Martinez' employment within six months prior to or
two years following such change in control, of certain termination
amounts based on his then current annual salary and bonuses earned prior
to termination.  In addition, any unvested stock options would vest
immediately.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of March 24, 1998, 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:

Name and Address                Number of Shares                 Percentage
of Beneficial Owner             Beneficially Owned (1)           of Class (2)
----------------------------------------------------------------------------
Bruce A. Hahn
6115A Jimmy Carter Blvd.
Norcross GA                      1,227,242 (3)                      11.3%
Edgar Puthuff                      210,520 (4)                       2.3%
Jerome S. Baron                    115,776 (5)                       1.9%
Salvatore T. DiMascio               52,000 (6)                        *
Stephen E. Pazian                   25,000 (7)                        *
Robert J. Kostrinsky               229,067 (8)                       2.1%
Basil H. Ford                       27,100 (9)                        *
Mario H. Martinez                  256,000 (10)                      2.3%
All directors and executive officers
as a group (eight persons)       2,142,705 (11)                     18.7%
---------------
 *  Less than 1%.
(1) Unless otherwise indicated, each beneficial owner has both sole voting and
sole investment power with respect to the shares beneficially owned by such
person, entity or group.  The number of shares shown as beneficially owned
include all options, warrants and convertible securities held by such person,
entity or group which are exercisable or convertible within 60 days of March
24, 1998.
(2) The percentages of beneficial ownership as to each person, entity or group
assume the exercise or conversion of all options, warrants and convertible
securities held by such person, entity or group which are exercisable or
convertible within 60 days, but not the exercise or conversion of options,
warrants and convertible securities held by others shown in the table.
(3) Includes 153,437 shares issuable upon the exercise of currently
exercisable options at $3.80 per share (118,437 shares) and $6.00 per share
(35,000 shares) and 110,000 shares held by members of Mr. Hahn's immediate
family.
(4) Includes 93,743 shares issuable upon the exercise of currently exercisable
options, at $4.25 (25,000 shares),$4.43 (39,479 shares), $6.00 (4,264) 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 20,000 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.
(5) Includes 91,870 shares issuable upon the exercise of currently exercisable
options, at $4.43 (39,479 shares), $4.25 (25,000 shares), $6.00 (2,391
shares) and $8.25 (25,000 shares) per share.
(6) Includes 50,000 shares issuable upon the exercise of currently exercisable
options, at $4.25 (25,000 shares) and $6.75 (25,000 shares) per share.
(7) Includes 25,000 shares issuable upon the exercise of currently exercisable
options, at $6.25 per share.
(8) Includes 64,567 shares issuable upon the exercise of currently exercisable
options at $3.80 (59,217 shares) and $6.00 (5,350 shares) per share.
(9) Includes 10,000 shares issuable upon the exercise of currently exercisable
options at $8.25 per share and 4,000 shares held by members of Mr. Ford's
immediate family.
(10) Includes 255,000 shares issuable upon the exercise of currently
exercisable options at $3.50 per share.
(11) Includes the shares described in footnotes (3) through (10) above.

VOTING AGREEMENT

Simultaneously with the consummation of the Merger on May 15, 1995, 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.  This
agreement terminates on May 15, 1998.

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

On October 30, 1997, the Company's wholly owned subsidiary, Ameritel, and
PaineWebber Incorporated ("PaineWebber"), an investment banking firm,
entered into a letter agreement (the "PaineWebber Agreement") pursuant to
which PaineWebber agreed to establish through October 1998 for Ameritel's
account irrevocable standby letter of credit financing in the aggregate
amount of up to $3.75 million for the purpose of enabling Ameritel to
satisfy its security obligations under agreements with RadioShack and
certain cellular service providers from whom it purchases cellular
service for resale.  Under the PaineWebber Agreement the Company is
required to pledge, as a condition precedent to the issuance of any
letter of credit by PaineWebber, such number of shares of the Company's
common stock valued at $7.00 per share, as shall equal 125% of the
principal amount of each letter of credit to be issued.  The Agreement
further requires the Company to replace any such pledged shares with
cash, U.S. government obligations or other obligations guaranteed by the
U.S. government in the amount of 125% of the aggregate principal amount
of all outstanding letters of credit (i.e. up to $4,718,750) on or prior
to the earlier to occur of the completion of the Company's pending
private placement or January 30, 1998, which date has been orally
extended.  In addition, the Company and Ameritel executed guarantees of
each other's obligations under the PaineWebber Agreement.

To provide the shares of Common Stock required to be pledged as
collateral under the PaineWebber Agreement, the Company entered into an
agreement dated as of October 30, 1997 with certain of the Company's
stockholders (the "Stockholders") including Mr. Hahn, Mr. Kostrinsky and
two of the Company's directors, under which the Stockholders agreed to
deposit with the Company an aggregate of 545,045 shares of the Company's
common stock owned by them for delivery, as and when needed, to
PaineWebber.  As consideration for this agreement, the Company agreed to
issue to the Stockholders non-qualified five year options to purchase an
aggregate of 54,505 shares of the Company's Common Stock at $6.00 per
share.

As consideration to PaineWebber for providing the letter of credit
financing, the Company issued to PaineWebber a five-year warrant to
purchase up to 600,000 shares of the Company's Common Stock for
investment at a purchase price of $6.00 per share.  PaineWebber received
certain registration rights for the for the Common Stock issuable upon
exercise of the warrant.


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, 1997 and 1996
Consolidated Statements of Operations for the years ended
December 31, 1997, 1996 and 1995
Consolidated Statements of Changes in Stockholders' Equity
(Deficit) for the years ended December 31, 1997, 1996 and 1995
Consolidated Statements of Cash Flows for the years ended
December 31, 1997, 1996 and 1995.
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

On November 3, 1997, the Registrant filed a report on Form 8-K
disclosing that it had retained an investment bank to act as agent with
respect to a proposed private placement of $15 to $25 million of
convertible preferred securities.
(c)	EXHIBITS

NUMBER    DESCRIPTION OF EXHIBIT

 3.1      Certificate of Incorporation of Trinity Six Inc.(1)
 3.2      Certificate of Amendment of Certificate of
          Incorporation of Trinity Six Inc. (4)
 3.2A     Certificate of Designation for Series A Convertible Preferred
          Stock (11)
 3.3      By-Laws of Registrant (1).
 4.1      Form of Certificate evidencing shares of Common
          Stock (5).
 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).
10.1A     1997 Stock Option Plan. (7)
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).
10.4      Employment Agreement dated August 1997 between the Registrant
          and Mario Martinez (11)
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)
10.13     Employment Agreement dated June 10, 1996
          between U.S. Communications, Inc. and Basil H. Ford (7)
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).
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)
10.27     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 Mobilenet Service Corp. (7)
10.29*    Agreement between Ameritel Communications, Inc. and Sun
          Television and Appliances, Inc. dated August 29, 1997.(9)
10.30*    Agreement between Ameritel Communications, Inc. and CompUSA
          dated September 30, 1997.(9)
10.31*    Agreement between Ameritel Communications, Inc. and Cable &
          Wireless, Inc. dated September 1997 and Addendum No. 1
          thereto dated October 15, 1997.(9)
10.32*    Agreement between Ameritel Communications, Inc. and
          RadioShack, a division of Tandy Corporation, effective as of
          October 1, 1997 and Amendment 1 thereto effective as of
          November 21, 1997.(9)
10.33*    Agreement between Ameritel Communications, Inc. and Ritz
          Camera Centers, Inc. dated November 21, 1997.(9)
10.34     Agreement between the Registrant and PaineWebber dated
          October 30, 1997.(9)
10.35     Stock Option Agreements dated as of October 30, 1997 with
          certain stockholders of the Registrant.(9)
10.36     Warrant Agreement dated October 30, 1997 between the
          Registrant and PaineWebber.(9)
10.37     Shareholder Collateral Agreement dated as of October 30,
          1997. (9)
10.38     Warrant issued by the Registrant to Alan R. Dresher.(9)
10.39     Promissory Note issued by the Registrant to Alan R.
          Dresher. (9)
10.40     Warrant issued by the Registrant to Decameron Partners.(9)
10.41     Promissory Note issued by the Registrant to Decameron
          Partners.(9)
10.42     Warrant issued by the Registrant to Alan Baron. (9)
10.43     Warrant dated February 2, 1998 issued by the Registrant to
          Decameron Partners, Inc.(10)
10.44     Warrant dated February 2, 1998 issued by the Registrant to
          Alan R. Dresher.(10)
10.45     Warrant dated February 2, 1998 issued by the Registrant to
          Alan Baron.(10)
10.46     Private Placement Purchase Agreement dated February 24, 1998
          among the Registrant, George Karfunkel, Michael Karfunkel,
          Huberfeld Bodner Family Foundation, Inc., Laura Huberfeld/
          Naomi Bodner Partnership and Ace Foundation, Inc.(10)
10.47     Convertible Restated Note dated February 24, 1998 issued by
          the Registrant in favor of George Karfunkel.(10)
10.48     Convertible Restated Note dated February 24, 1998 issued by
          the Registrant in favor of Michael Karfunkel.(10)
10.49     Convertible Restated Note dated February 24, 1998 issued by
          the Registrant in favor of Laura Huberfeld/Naomi Bodner
          Partnership.(10)
10.50     Convertible Restated Note dated February 24, 1998 issued by
          the Registrant in favor of Huberfeld Bodner Family
          Foundation, Inc.(10)
10.51     Warrant dated February 24, 1998 issued by the Registrant to
          George Karfunkel.(10)
10.52     Warrant dated February 24, 1998 issued by the Registrant to
          Michael Karfunkel.(10)
10.53     Warrant dated February 24, 1998 issued by the Registrant to
          Laura Huberfeld/Naomi Bodner Partnership.(10)
10.54     Warrant dated February 24, 1998 issued by the Registrant to
          Huberfeld Bodner Family Foundation, Inc.(10)
10.55     Convertible Note dated February 24, 1998 issued by the
          Registrant in favor of George Karfunkel.(10)
10.56     Convertible Note dated February 24, 1998 issued by the
          Registrant in favor of Ace Foundation.(10)
10.57     Warrant dated March 5, 1998 issued by the Registrant to Alan
          R. Dresher.(10)
10.58     Warrant dated March 5, 1998 issued by the Registrant to
          Bulldog Capital Management.(10)
10.59     Warrant dated March 5, 1998 issued by the Registrant to Alan
          Baron. (10)
10.60     Convertible Preferred Stock Purchase Agreement between the
          Registrant and JNC Opportunity Fund Ltd. dated March 24, 1998(11).
10.61     Registration Rights Agreement dated March 24, 1998 between
          the Registrant and JNC Opportunity Fund, Ltd. (11)
10.62     Escrow Agreement dated March 24, 1998 among the Registrant,
          JNC Opportunity Fund, Ltd. and Robinson Silverman Pearce Aronsohn &
          Berman LLP (11)
10.63     Warrant dated March 24, 1998 granted by the Registrant to
          JNC Opportunity Fund Ltd. (11)
10.64     Warrant dated March 24, 1998 granted by the Registrant to
          Wharton Capital Partners, Ltd. (11)

11        Computation of Earnings per Share (11)
21.1      Subsidiaries of Registrant (11)
23.1      Consent of Arthur Andersen LLP (11)
27        Financial Data Schedule (11)
----------------------------
(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)  Incorporated by reference to an Exhibit filed as part of the Registrant's
Registration Statement on Form S-8 (File No. 333-37329).
(8)  Incorporated by reference to an Exhibit filed as part of the Registrant's
Form 10-K for the period ended December 31, 1996.
(9)  Incorporated by reference to an Exhibit filed as part of the Registrant's
Form 8-K dated and filed on January 13, 1998.
(10)  Incorporated by reference to an Exhibit filed as part of the Registrant's
Form 8-K dated and filed on March 12, 1998.
(11)  Filed herewith.

* PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT

<PAGE>

USCI, Inc.
and Subsidiaries
Consolidated Financial Statements
for the Years Ended December 31, 1997, 1996, and 1995
Together With
Auditors' Report


<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders of
USCI, Inc.:

We have audited the accompanying consolidated balance sheets of USCI, INC. (a
Delaware corporation) AND SUBSIDIARIES as of December 31, 1997 and 1996 and
the related consolidated statements of operations, stockholders' (deficit)
equity, and cash flows for each of the three years in the period ended
December 31, 1997.  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 subsidiariesas
of December 31, 1997 and 1996 and the results of their operations and their
cash flows for each of the three years in the period ended December 31, 1997
in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 9 to the
financial statements, the Company has suffered recurring losses from
operations, has a net capital deficiency and has not yet obtained sufficient
financing commitments to support the current or anticipated level of
operations.  These matters raise substantial doubt about the Company's ability
to continue as a going concern.  Management's plans in regard to these
matters, including financing commitments obtained to date, are also described
in Note 9.  The financial statements do not include any adjustments relating
to the recoverability and classification of asset carrying amounts or the
amount and classification of liabilities that might result should the Company
be unable to continue as a going concern.

/s/ Arthur Andersen LLP

Atlanta, Georgia
March 26, 1998



<PAGE>
USCI, INC.
AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1997 AND 1996

<TABLE>
<CAPTION>

                                                             1997            1996
                                                          ------------    ------------
ASSETS

CURRENT ASSETS:
<S>                                                      <C>              <C>
Cash and cash equivalents, including restricted
  cash of $731,500 in 1997 and $0 in 1996                 $ 1,105,530     $15,581,244
Accounts receivable--trade, net of allowances of
  $1,250,000 in 1997 and $437,000 in 1996                   4,895,952       2,581,251
Accounts receivable--other, net of allowances of
  $137,000 in 1997 and $0 in 1996                           1,102,084       1,680,112
Inventory                                                      25,458         351,652
Prepaid expenses                                              134,510          66,234
                                                          ------------    ------------
           Total current assets                             7,263,534      20,260,493

PROPERTY AND EQUIPMENT, net                                 3,422,476       4,829,621

OTHER ASSETS                                                2,908,037       1,304,868
                                                          ------------    ------------
                                                          $13,594,047     $26,394,982
                                                          ============    =============
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY

CURRENT LIABILITIES:
  Notes payable                                          $  3,305,000     $         0
  Commissions payable                                       6,651,597       1,779,733
  Accounts payable                                          3,939,212       2,886,772
  Accrued expenses                                          4,315,161       1,015,583
  Promotional deposits                                      1,696,055       1,400,474
                                                          ------------    ------------
        Total current liabilities                          19,907,025       7,082,562
                                                          ------------    ------------
COMMITMENTS AND CONTINGENCIES (Note 7)

STOCKHOLDERS' (DEFICIT) EQUITY:
Preferred stock, $.01 par value; 5,000 shares authorized,
  no shares issued or outstanding in 1997 and 1996                  0               0
Common stock, $.0001 par value; 100,000,000 shares
  authorized; 10,267,309 shares issued at December 31,
  1997 and 10,225,746 shares issued at December 31, 1996        1,027           1,023
Additional paid-in capital                                 33,714,625      33,675,423
Warrants                                                    3,122,000               0
Accumulated deficit                                       (43,122,580)    (14,335,976)
Treasury stock, at cost, 5,500 shares in 1997 and 1996        (28,050)        (28,050)
                                                           ------------   -------------
     Total stockholders' (deficit) equity                  (6,312,978)     19,312,420
                                                           ------------   -------------
                                                          $13,594,047     $26,394,982
                                                          ============    =============
</TABLE>
The accompanying notes are an integral part of these consolidated
balance sheets.


<PAGE>
USCI, INC.
AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
<TABLE>
<CAPTION>
                                                   1997              1996           1995
                                             --------------    --------------   -------------
REVENUES:
<S>                                          <C>               <C>               <C>
  Subscriber sales                           $   6,281,825     $      29,656     $         0
  Activation commissions                         2,993,483         4,991,461       4,305,217
  Other operating revenue                          536,582         2,052,050         451,932
                                             --------------    --------------    -------------
     Total revenues                              9,811,890         7,073,167       4,757,149
                                             ==============    =============     =============
COST OF SALES:
  Cost of subscriber sales                       3,375,004            11,362               0
  Cost of agency commissions                     1,357,121         3,519,394       3,111,946
  Cost of other operating revenue                  319,900            68,196          39,902
                                             --------------    --------------    -------------
     Total cost of sales                         5,052,025         3,598,952       3,151,848
                                             --------------    --------------    -------------
GROSS MARGIN                                     4,759,865         3,474,215       1,605,301

SELLING, GENERAL, AND ADMINISTRATIVE            18,967,189        12,128,111       4,907,527

SUBSCRIBER ACQUISITION AND PROMOTIONAL COSTS    12,385,662           114,986               0

RESTRUCTURING AND OTHER CHARGES (Note 6)         1,100,000                0                0
                                             --------------    --------------    -------------
OPERATING LOSS                                 (27,692,986)      (8,768,882)      (3,302,226)
                                             --------------    --------------    -------------
INTEREST (EXPENSE) INCOME:
  Interest income                                  353,187        1,001,337          276,770
  Interest expense and amortization of debt
   discounts and deferred financing costs       (1,446,805)         (16,168)        (415,920)
                                             --------------    --------------    -------------
     Total interest (expense) income            (1,093,618)         985,169         (139,150)
                                             --------------    --------------    -------------
LOSS BEFORE BENEFIT FOR INCOME TAXES
   AND EXTRAORDINARY ITEM                      (28,786,604)      (7,783,713)      (3,441,376)
BENEFIT FOR INCOME TAXES                                 0                0                0
                                              -------------     -------------    -------------
LOSS BEFORE EXTRAORDINARY ITEM                 (28,786,604)      (7,783,713)      (3,441,376)
EXTRAORDINARY ITEM, loss on early
  extinguishment of subordinated debentures              0                0         (679,178)
                                              -------------    -------------    --------------
NET LOSS                                      $(28,786,604)    $ (7,783,713)     $(4,120,554)
                                              =============    =============    ===============
BASIC AND DILUTED LOSS PER SHARE:
  Loss before extraordinary item                    $(2.81)          $(0.76)          $(0.62)
Extraordinary item                                    0.00             0.00            (0.12)
                                              -------------    -------------    ---------------
Basic and diluted net loss per share                $(2.81)          $(0.76)          $(0.74)
                                              =============    =============    ===============
WEIGHTED AVERAGE SHARES OUTSTANDING:
  Basic and diluted                             10,251,402       10,187,909        5,577,120
                                              =============    =============    ===============
</TABLE>


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


<PAGE>
USCI, INC.
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995

<TABLE>
<CAPTION>
                                       Common Stock       Additional

                                   --------------------   Paid-In                  Accumulated Treasury
                                   Shares      Amount     Capital       Warrants    Deficit     Stock        Total
                                   ---------   --------  ------------ ----------  ------------ ------  --------------
<S>                               <C>          <C>       <C>          <C>         <C>          <C>     <C>
BALANCE, December 31, 1994         3,244,075   $   325   $ 2,071,845  $   60,000  $(2,431,709) $     0 $   (299,539)
Issuance of common stock and
warrants in connection with
issuance of subordinated
debentures                             5,925         6        26,244       2,500            0        0        28,750
Merger of Trinity Six, Inc. and
U.S. Communications, Inc.          3,030,278       297     9,377,495           0            0        0     9,377,792
Reclassification of common stock
subject to rescission             (3,250,000)     (325)  (10,829,159)          0            0        0   (10,829,484)
Sale of shares subject to
rescission                           528,229        53     1,758,950           0            0        0     1,759,003
Purchase of treasury stock                 0         0             0           0            0  (28,050)      (28,050)
Issuance of common stock upon
exercise of warrants                  87,525         8       312,718      (1,400)           0        0       311,326
Issuance of common stock from
call of Class A and
Class B warrants                   3,818,464       382    21,910,930    (61,100)            0        0    21,850,212
Net loss                                   0         0             0          0    (4,120,554)       0    (4,120,554)
                                   ----------    ------  ------------   ---------   -----------  ------- ------------
BALANCE, December 31, 1995         7,464,496       746    24,629,023          0    (6,552,263)  (28,050)  18,049,456

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

Exercise of stock options             41,563         4        39,202          0             0         0       39,206
Warrants issued in connection
with letter of credit                      0         0             0  1,243,000             0         0    1,243,000
Warrants issued in connection
with debt financings                       0         0             0  1,879,000             0         0    1,879,000
Net loss                                   0         0             0          0   (28,786,604)        0  (28,786,604)
                                 ------------    ------  ------------   ---------   -----------  ------- ------------
BALANCE, December 31, 1997        10,267,309    $1,027   $33,714,625 $3,122,000  $(43,122,580) $(28,050) $(6,312,978)
                                 ===========    =======  =========== =========== ============= ========= ============
</TABLE>

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


<PAGE>
USCI, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
<TABLE>
<CAPTION>
                                                        1997             1996                1995
                                                    -------------     -------------     -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                <C>               <C>               <C>
Net loss                                            $(28,786,604)     $ (7,783,713)     $ (4,120,554)
                                                    -------------     -------------     -------------
Adjustments to reconcile net loss to net cash
 used in operating activities:
  Depreciation and amortization                        2,404,065         1,555,807           844,839
  Amortization of discount on notes payable            1,184,000                 0                 0
  Amortization of deferred financing costs               207,000                 0                 0
  Provision for losses on accounts receivable            950,351           253,029           170,055
  Loss on disposal of fixed assets                             0            74,150                 0
  Extraordinary item--loss on early extinguishment
   of debentures                                               0                 0           679,178
  Restructuring and other special charges              1,100,000                 0                 0
  Changes in operating assets and liabilities:
    Accounts receivable:
      Trade                                           (3,777,701)       (1,326,509)       (1,129,175)
      Other                                              441,028        (1,084,941)         (459,507)
    Inventory                                            326,195          (351,652)                0
    Prepaids and other assets                             96,024          (687,549)           97,663
    Commissions payable                                4,871,864           526,946           337,364
    Accounts payable and accrued expenses              4,302,018         2,430,163           649,990
    Promotional deposits                                 295,581         1,115,874           201,998
                                                     ------------      ------------      -------------
        Total adjustments                             12,400,425         2,505,318         1,392,405
                                                     ------------      ------------      -------------
        Net cash used in operating activities        (16,386,179)       (5,278,395)       (2,728,149)
                                                     ------------      ------------      -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures, including capitalized and
   purchased software                                 (2,128,741)       (4,028,898)       (2,512,170)
                                                     ------------       -----------       ------------
CASH FLOWS FROM FINANCING ACTIVITIES:

  Proceeds from notes payable                          4,000,000                 0         9,377,792
  Proceeds realized through merger with Trinity
    Six, Inc., net of costs                                    0                 0           100,000
  Repayment of subordinated debentures                         0                 0        (3,450,000)
  Exercise of stock options                               39,206            37,315                 0
  Issuance of stock upon exercise of warrants                  0                 0        22,161,538
  Purchase of treasury stock                                   0                 0           (28,050)
  Cost associated with prior year stock offering               0           (76,967)                0
                                                    -------------      ------------      -------------
        Net cash provided by (used in)
         financing activities                          4,039,206           (39,652)       28,161,280
                                                    -------------     --------------     -------------
NET (DECREASE) INCREASE IN CASH                      (14,475,714)       (9,346,945)       22,920,961

CASH AND CASH EQUIVALENTS, beginning of year          15,581,244        24,928,189         2,007,228
                                                    -------------     -------------     ---------------
CASH AND CASH EQUIVALENTS, end of year              $  1,105,530       $15,581,244       $24,928,189
                                                    =============     =============      ==============
SUPPLEMENTAL INFORMATION:
  Interest paid                                     $          0       $         0       $   276,770
                                                    =============     ==============     ==============
  Financing activities:
    Reclassification of 2,721,771 shares of
    common stock that were previously
    subject to rescission                           $           0     $  9,086,329       $         0
                                                    =============     =============     ===============
  Warrants issued in connection with
  letter of credit                                  $   1,243,000     $           0      $          0
                                                    =============     ==============     ===============
Warrants issued in connection with
  debt financings                                   $   1,879,000     $           0      $          0
                                                    =============     ==============     ==============
</TABLE>
The accompanying notes are an integral part of these consolidated statements.


<PAGE>
USCI, INC.
AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997, 1996, AND 1995

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 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" 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.  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.

Prior to the fourth quarter of 1996, the Company was a nationwide agent
for companies providing cellular and paging communication services.  The
Company offered 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 provided the order processing and credit approval
services for the carriers under agreements with terms ranging from one to
three years with automatic renewals.

Beginning fourth quarter of 1996, the Company began reselling cellular and
paging services to subscribers via reselling agreements with carriers
through its wholly-owned subsidiary, Ameritel Communications, Inc.  The
subscribers are obtained through existing retail channels and through new
"store within a store" kiosks that stock and sell products to the
consumer.


<PAGE>
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 .



REVENUE RECOGNITION
Revenues from subscriber sales are recorded for charges to customers for
monthly access, cellular and paging airtime, roaming and long distance as
such services are rendered.

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

CASH AND CASH EQUIVALENTS
The Company considers all higher liquid investments with original
maturities of three months or less to be cash equivalents.  Included in
cash and cash equivalents at December 31, 1997 was $731,500 of
certificates of deposit restricted to cover letters of credit required as
security by cellular carriers.

PROPERTY AND EQUIPMENT
Property and equipment are stated at cost.  Depreciation is provided using
the straight-line method 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.  Property and equipment, at cost, consist of the following
at December 31, 1997 and 1996:

                                       1997                 1996
                                    ----------          -----------
Equipment                           $3,282,023          $2,880,169
Furniture and fixtures                 212,408             187,424
Promotional displays                 3,578,002           2,945,199
Leasehold improvements                 644,573             693,524
                                    -----------         ------------
                                     7,717,006           6,706,316
Less accumulated depreciation       (4,294,530)         (1,876,695)
                                    -----------         ------------
   Property and equipment, net      $3,422,476          $4,829,621
                                    ===========         ============

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


<PAGE>
method over three years.  The Company capitalized $354,987 and $1,842,090
for promotional displays in the years ended December 31, 1997 and 1996,
respectively, and depreciation expense on the promotional displays was
$734,096, $728,105 and $151,959 in 1997, 1996 and 1995, respectively.
Additionally, during 1997 the Company recorded a write-down of promotional
displays of $400,000 in connection with the Company's review of its agency
assets (Note 6).

OTHER ASSETS
Other assets at December 31, 1997 and 1996 consisted of the following:

                                           1997              1996
                                        ----------        -----------
Systems development costs and
    purchased software, net             $1,480,817        $1,135,810
Deferred financing costs (Note 5)        1,036,000                 0
Deposits                                   233,534            39,058
Deferred costs                             141,537           130,000
Other                                       16,149                 0
                                        -----------       -----------
                                        $2,908,037        $1,304,868
                                        ===========       ===========

Systems development costs include capitalized costs of internally
generated software for internal use 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 on 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 was
$386,522, $218,354, and $91,824 in 1997, 1996, and 1995, respectively.  As
of December 31, 1997 and 1996, accumulated amortization was $750,511 and
$363,989, respectively .

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.

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
included in selling, general, and administrative expenses was $129,592,
$110,222, and $87,062 for the years ended December 31, 1997, 1996, and
1995, respectively.

SUBSCRIBER ACQUISITION AND PROMOTIONAL COSTS
Subscriber acquisition costs and promotional costs include costs incurred
to acquire subscribers, including commissions, discounts given to
consumers for reduced airtime and other promotions, and advertising.


<PAGE>
NET LOSS PER SHARE
In 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings
Per Share," effective for fiscal years ending after December 15, 1997.
The Company has adopted the new guidelines for the calculation and
presentation of earnings per share, and all prior periods have been
restated.  Basic earnings per share are based on the weighted average
number of shares outstanding.  For 1996 and 1995, weighted average shares
include shares that were subject to recision (Note 5).  Diluted earnings
per share are based on the weighted average number of shares outstanding
and the dilutive effect of outstanding stock options and warrants (using
the treasury stock method).  For all periods presented, outstanding
options and warrants have been excluded from diluted weighted average
shares outstanding, as their impact was antidilutive.

USE OF ESTIMATES
The preparation of financial statements in conformity with generally
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.

LONG-LIVED ASSETS
The Company periodically evaluates the carrying values of its long-lived
assets, such as property and equipment and systems development costs, to
determine whether any impairments are other than temporary.  Management
believes the long-lived assets in the accompanying balance sheets are
appropriately valued.

SIGNIFICANT CONCENTRATIONS
Certain customers made up greater than 10% of the Company's total revenues
during 1997, 1996, and 1995.  During 1997, one customer accounted for 57%
of activation commission revenues, or 17% of total revenues.
Additionally, for the year ended December 31, 1997, approximately 60% of
subscriber revenue was attributable to one merchandiser's activations with
the Company.  The Company has a contractual relationship with the
merchandiser, which may be terminated by either party upon giving 90 days
notice.  Termination of this relationship could have a material adverse
impact on the Company's ability to expand its subscriber base.
Furthermore, a substantial portion of the merchandisers activations relate
to subscribers located in one metropolitan area.  At December 31, 1997,
receivables from subscribers in that metropolitan area approximated 22% of
total trade receivables.  During 1996, two customers accounted for 22% of
total revenues.  During 1995, one customer accounted for 32% of the
Company's total revenues.

NEW ACCOUNTING PRONOUNCEMENTS
In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position ("SOP") 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use."  Under
SOP 98-1, computer software costs incurred in the preliminary project
stage are expensed as incurred.  Additionally, specified upgrades and
enhancements may be capitalized; however, external costs related to
maintenance, unspecified upgrades, and enhancements should be recognized
as expense over the contract period on a systematic basis.  Internal costs


<PAGE>
incurred for maintenance should be expensed as incurred.  SOP 98-1 is
effective for the Company's fiscal year beginning January 1, 1999.  In the
opinion of management, the adoption of SOP 98-1 will not have a material
effect on the Company.

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

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.     NOTES PAYABLE

On November 18, 1997, the Company obtained an unsecured loan in the amount
of $4,000,000 from two individuals, both of whom are also company
stockholders.  The loan bears interest at 8.5% per annum and was payable
on December 31, 1997.  As additional consideration for the loan, the
Company issued to each of the lenders a five-year warrant exercisable to
purchase up to 400,000 shares of common stock at an exercise price of
$6.00 per share.  On December 30, 1997, the Company issued to each of the
lenders an additional five-year warrant to purchase 200,000 shares of
common stock at $6.00 per share in consideration of the lenders' extension
of the due date of the loans until January 31, 1998.  The Company also
agreed that for each share of common stock acquired upon the exercise of
the warrants ("Primary Warrants"), the Company will issue an additional
warrant ("Secondary Warrants") to purchase one share of common stock at an
exercise price equal to (a) the conversion price of the Company's
convertible preferred stock being offered in a pending private placement,
or (b) $7 if the private placement has not been completed.  The Company
further agreed to issue additional warrants to purchase 400,000 shares of
Common Stock on these same terms and conditions, for each month or portion
thereof in which the indebtedness to the lenders remains unpaid after
January 31, 1998.

The values of the warrants issued in November and December were determined
to be $1,184,000 and $695,000, respectively, based on the relative fair
value of the warrants to the debt.  A corresponding amount of the proceeds
that has been allocated to the warrants has been accounted for as a debt
discount and is being amortized over the life of the related debt.  At
December 31, 1997, the unamortized debt discount amounted to $695,000.

RESTATED NOTES AND DEBT ISSUED SUBSEQUENT TO YEAR END
On January 31, 1998, pursuant to the terms of the above agreement, the
Company issued warrants to purchase an additional 400,000 shares of common
stock.  On February 24, 1998, the 1,600,000 warrants issued in November
1997, December 1997 and January 1998 together with the $4,000,000 in notes
payable were cancelled and rescinded.  Concurrently, the Company issued
$4,000,000 in restated notes ("Restated Notes") along with 1,600,000
Primary and Secondary Warrants each with an exercise price of $5.00 per
share.  The Restated Notes mature August 1, 1998 ("Maturity") and bear


<PAGE>
interest at 8%, payable at Maturity.  In addition, the Company sold
additional notes ("New Notes") in the amount of $1,500,000.  The New Notes
also mature August 1, 1998 ("Maturity"), but bear interest at 10%.  The
Restated Notes and the New Notes are hereafter referred to as the "Notes".
In the event the Notes are not paid in full by Maturity, the Notes begin
accruing interest at 15% and become convertible into shares of the
Company's Common Stock at the lesser of $5.00 per share or 80% of the
average closing price during the five days of trading prior to the
conversion.

In addition to the 1,600,000 Primary and Secondary Warrants issued with
the Restated Notes, the Company has agreed, for each month or portion
thereof, from March 1, 1998 until all principal and interest due under the
Restated Notes are paid in full, to issue 100,000 Primary Warrants for
each $1,000,000 principal amount outstanding under the Restated Notes.
The Company also agreed to include the shares of common stock issuable
upon the exercise of the Primary Warrants, Secondary Warrants and upon
conversion of the Notes (in the event the Notes are not paid by Maturity)
in a registration statement to be filed for the purpose of permitting the
resale of such shares.  If the registration statement is not declared
effective by the Securities and Exchange Commission ("Effective Date") by
June 30, 1998 or September 30, 1998, then the interest rate under the
unpaid Notes increases to 18% and 24%, respectively, until the Effective
Date.

On January 2, 1998 and January 5, 1998, the Company obtained two unsecured
loans, each in the amount of $250,000.  Each loan bears interest at 10%
per annum and is payable upon the earlier to occur of February 28, 1998 or
the completion of a pending private placement of convertible preferred
stock.  In connection with the issuance of the loans, the Company issued
to each party five-year warrants to purchase 75,000 shares of common stock
at $6.00 per share.  In addition, the Company issued five-year warrants to
purchase 25,000 shares of common stock to a related party as a finder's
fee.  Additionally, the lender of one of the $250,000 loans is a related
party.  On February 2, 1998, the Company issued two additional five-year
warrants to purchase 50,000 shares of common stock at $6.00 per share in
consideration of the lenders' extension of the due dates to February 28.
The loans were paid in full with the proceeds of the March 5, 1998 equity
offering (Note 5).  The Company also issued a five-year warrant to
purchase 25,000 shares of common stock at $6 per share to a related party
as consideration for assistance in obtaining the extension of the loans.

5 .     STOCKHOLDERS' (DEFICIT) 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 up to 25 units, each
unit to consist of one $100,000 Debenture, 5,925 shares of common stock,
and warrants to purchase 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:


<PAGE>
<TABLE>
<CAPTIOM>
                                           April     August   December   January
                                            1994      1994       1994      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 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.

EQUITY OFFERINGS SUBSEQUENT TO YEAR-END
On March 5, 1998, the Company, in two private transactions, sold 423,913
shares of common stock at a purchase price of $5.75 per share and issued
five-year warrants to purchase 42,391 shares of common stock at an
exercise price of $7.19 per share.  As consideration for these transactions,
the Company agreed to pay $170,625 and issue a five-year warrant to purchase
42,391 shares of common stock at $7.19 per share to a related party as a
finder's fee.  A portion of the proceeds were used to pay $500,000 in notes
payable issued January 2, 1998 and January 5, 1998 (Note 4).


<PAGE>
On March 24, 1998, the Company entered into an agreement for the private
placement of up to $15,000,000 in convertible preferred stock, of which
$5,000,000 was currently provided to the Company for the first tranche.
The remaining two tranches are scheduled to be provided in the second and
third quarters of 1998 based on the Company meeting certain conditions,
including effecting a registration statement of the underlying common
stock and maintaining a minimum trading price of the Company's common
stock.  The holder of the convertible preferred securities are entitled to
dividends at a rate of 6% per annum, payable quarterly in cash or
registered common stock.  All outstanding principal and accrued dividends
may be converted into the Company's common stock at the lower of 120% of
the average closing price for five days immediately preceding the
conversion notice or 85% of the average of the three lowest closing prices
of the common stock for the 25 trading days preceding the conversion
notice, and automatically converts three years from issuance.
Additionally, the holder is entitled to one warrant for every eight shares
of common stock that are issuable pursuant to the conversion feature.  The
exercise price of each warrant is 120% of the average closing price for
five days immediately preceding the closing date.  The securities are
mandatorily redeemable by the Company upon the occurrence of certain events,
primarily the failure to effect a registration statement.  In connection
with the financing, the Company paid a finder's fee of $500,000 and issued
five-year warrants to purchase 62,500 shares of common stock at an exercise
price of $6.89 per share.

STOCK OPTIONS
The Company's 1992 Stock Option Plan (the "1992 Plan"), as amended,
provides for the issuance of up to 750,000 incentive and nonqualified
stock options to key employees and nonemployee directors.  In March 1997,
the Company adopted the 1997 Stock Option Plan (the "1997 Plan"), which
also provides for the issuance of up to 750,000 incentive and nonqualified
stock options.  The 1992 Plan and the 1997 Plan are hereafter referred to
as the "Option Plans."

Options are granted at an exercise price which is not less than fair value
as estimated by the board of directors and become exercisable as
determined by the board of directors, generally over a period of four to
five years.  Options granted under the Option Plans expire ten years from
the date of grant.  At December 31, 1997, options to purchase 315,411 of
shares of common stock were available for future grant under the Option
Plans.

Additionally, the Company grants options outside of the Option Plans to
nonemployee directors, employees, and consultants.  During 1997, 1996, and
1995, the Company granted 54,505, 0, and 189,479 options, respectively,
outside the Option Plans.

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.


<PAGE>
Transactions related to stock options for each of the three years in the
period ended December 31, 1997 are as follows:

                                                        Weighted Average
                                                Shares   Exercise 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                                    (189,219)     5.68
  Exercised                                     (39,479)     0.95
                                              ----------    ------
Options outstanding at December 31, 1996        963,205      5.58
  Granted                                       701,005      4.46


  Forfeited                                    (117,200)     6.45
  Exercised                                     (40,579)     1.00
                                              ----------    ------
Options outstanding at December 31, 1997      1,506,431      5.13
                                              ==========
Exercisable at December 31, 1997                855,425      5.02
                                              ==========

The following table summarizes information about stock options outstanding
at December 31, 1997:


                      Options Outstanding        Options Exercisable
                  _____________________________  ___________________
                                     Weighted
                            Weighted  Average             Weighted
  Range of                  Average  Remaining            Average
  Exercise        Number   Exercise Contractual  Number   Exercise
   Prices        of Shares   Price     Life     of Shares  Price
------------     --------- -------- ----------- --------- ---------
$0.95-$ 3.49       25,700    $2.94     4.33       1,900    $2.94
$3.50-$ 4.60      741,247     3.83     2.75     473,541     3.82
$5.00-$ 6.75      539,484     5.86     3.23     294,984     6.06
$7.50-$ 8.25      185,000     8.14     5.73      79,000     8.07
$9.50-$10.13       15,000     9.92     1.61       6,000     9.92
                ----------                      -------
                1,506,431     5.13     3.30     855,425     5.02
                ==========                      =======


The Company accounts for the stock purchase and stock option plans under
Accounting Principles Board ("APB") Opinion No. 25, which requires
compensation costs to be recognized only when the option price differs
from the market price at the grant date.  SFAS No. 123 allows a company to
follow APB Opinion No. 25 with additional disclosure that shows what the
Company's net income and earnings per share would have been using the
compensation model under SFAS No. 123.

The fair value of each option grant is estimated on the date of grant
using the Black-Scholes option pricing model with the following weighted
average assumptions used for grants:


<PAGE>
                            1997       1996       1995
                          --------   --------   --------
Risk-free interest rate     6.18%      6.16%      6.62%
Expected dividend yield     0.00       0.00       0.00
Expected lives            5 years     5 years   5 years
Expected volatility          50%        50%        50%


The total values of the options granted during the years ended
December 31, 1997, 1996, and 1995 were computed as approximately
$1,346,000, $1,301,000, and $517,000, respectively, which would be
amortized 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 net loss and pro forma net loss per share for the years
ended December 31, 1997, 1996, and 1995 would have been as follows:

                                        1997          1996          1995
                                   -------------  ------------  ------------
Net income:
 As reported                       $(28,786,604)  $(7,783,713)  $(4,120,554)
  Pro forma                         (30,128,120)   (8,224,453)   (4,321,674)
Basic and diluted loss per share:
  As reported                            $(2.81)       $(0.76)       $(0.74)
  Pro forma                               (2.94)        (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 to be expected in
future years.

LETTER OF CREDIT WARRANT
On October 30, 1997, the Company and an investment banking firm entered
into a letter-of-credit agreement (the "LOC Agreement") pursuant to which
the investment banking firm agreed to establish irrevocable standby
letters of credit of up to $3,750,000 for the purpose of enabling the
Company to satisfy its security obligations under certain client and
carrier arrangements.  Under the LOC Agreement, the Company was required
to pledge shares of the Company's common stock which, at that time,
equaled 125% of the principal amount of each letter of credit to be
issued.  The agreement further requires the Company to replace any such
pledged shares with cash, U.S. government obligations or other obligations
guaranteed by the U.S. government on or prior to the earlier to occur of
the completion of a pending private placement of convertible preferred
stock or January 30, 1998.

To provide the shares of common stock required to be pledged as collateral
under the LOC Agreement, the Company entered into an agreement with
certain of the Company's officers, directors, and other stockholders (the
"Stockholders"), under which the Stockholders agreed to deposit with the
Company an aggregate of 545,045 shares of the Company's common stock.  As
consideration for this agreement, the Company agreed to issue to the
Stockholders nonqualified options to purchase an aggregate of 54,505
shares of the Company's common stock at $6.00 per share.

As consideration to the investment banking firm for providing the
letter-of-credit financing, the Company issued a five-year warrant to
purchase up to 600,000 shares of the Company's common stock at a purchase




<PAGE>
price of $6.00 per share.  The investment banking firm received certain
registration rights for the common stock issuable upon exercise of the
warrant.

The fair value of the warrant was determined to be $1,243,000 using a
Black-Scholes pricing model.  A corresponding amount has been accounted
for as deferred financing costs and is being amortized over the life of
the letter of credit of one year.  At December 31, 1997, $1,036,000 of
deferred financing costs were included in other assets .

6.     RESTRUCTURING AND OTHER SPECIAL CHARGES

During 1997, the Company implemented its change in business strategy from
being a cellular activation agent to a nonfacilities based cellular
provider.  In connection with the change in business strategy, the Company
reviewed all assets associated with the agency business for possible
impairment.  Accordingly, the Company has recorded restructuring and other
nonrecurring charges of $1,100,000 in the year ended December 31, 1997.
This charge included a write-down of displays to estimated fair value,
shutdown costs associated with the closing of its Interactive Display
Technologies, Inc. subsidiary, and a write-off of a portion of agency
receivables which has been deemed uncollectible.

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 remaining
Contingent Liability was reclassified to equity.

OPERATING LEASE COMMITMENTS
The Company leases certain office space, telecommunications and office
equipment, and space under noncancelable operating leases.  At
December 31, 1997, future minimum lease payments under noncancelable
operating leases are as follows:


<PAGE>

         1998            $420,549
         1999             306,326
         2000              11,700
         Thereafter             0
                         --------
                         $738,575
                         ========

The expenses for operating leases were $317,138, $144,456, and $80,862 for
the three years ended December 31, 1997, 1996, and 1995, respectively.

EMPLOYEE AGREEMENT
In August 1997, a president was hired under a three-year employment
agreement which, in the event of termination by the Company without cause,
entitles the individual to immediate vesting of all options granted plus
the lesser of a six-month severance or the remainder of the contractual
salary.

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, 1997 and 1996, the Company had net operating loss
carryforwards totaling approximately $37,929,000 and $12,655,000,
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.  A portion of the net operating loss
carryforwards is subject to substantial limitation due to the change of
control of the Company (Note 1).

The components of the net deferred tax asset as of December 31, 1997 and
1996 are as follows:

                                        1997             1996

Accrued expenses                 $      809,000     $   357,000
Accounts receivable allowance           961,000         170,000
Capitalized software costs              211,000          93,000
Net operating loss carryforwards     14,754,000       4,936,000
                                 --------------     -------------
   Total deferred tax asset          16,735,000       5,556,000
Valuation allowance                 (16,735,000)     (5,556,000)
                                ----------------    -------------
                                $             0     $         0
                                ===============     =============

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:



<PAGE>
                                         1997          1996           1995
                                    -------------  ------------  -------------

Benefit at federal statutory rate   $(10,075,000)  $(2,724,000)  $(1,442,000)
State income tax benefit, net of
  federal benefit                     (1,123,000)     (311,000)     (165,000)
Entertainment expenses                    19,000        14,000         9,000
                                    -------------  ------------  -------------
                                     (11,179,000)   (3,021,000)   (1,598,000)
Valuation allowance                   11,179,000     3,021,000     1,598,000
                                   --------------  -----------   -------------
Provision for income tax           $           0   $         0   $         0
                                   ==============  ============  =============

9.     OPERATIONS AND LIQUIDITY

The Company, which has never operated at a profit, has experienced
increasing losses since its inception in 1991.  Such losses aggregated
approximately $28.8 million, $7.8 million, and $4.1 million for the years
ending December 31, 1997, 1996, and 1995, respectively, and are
continuing.  Additionally, at December 31, 1997, the Company had an
accumulated deficit of approximately $43.1 million and a working capital
deficit of $12.6 million.

The Company expects to continue to incur losses in the near future,
principally attributable to the Company's intended expansion of its
wireless communication reseller operations.  There can be no assurance
that the Company's existing retail mass merchandisers will expand their
use of the Company's services, that the Company will obtain additional
subscribers, that the Company will successfully develop as a reseller of
wireless communications services, or that the Company will achieve
profitability in the future.

The success of the Company's reseller expansion plan is subject to a
number of risks.  This includes its ability to negotiate additional
reseller agreements on commercially reasonable terms, the increasingly
competitive nature of the wireless telecommunications industry, the
possible eventual elimination of the obligation of facilities-based
wireless carriers to make their services available for resale, and the
overall effects of the trend toward deregulation of the telecommunications
industry.

The Company will require substantial financing for working capital to
operate its proposed expanded reseller operations for a significant period
of time until profitability is achieved, if ever.  In addition to the
March 1998 equity and debt offering discussed in Note 5, the Company is in
current negotiations to raise equity capital sufficient to meet its
current and anticipated level of operations.  However, the Company has no
firm commitments for such financing, and accordingly, the availability of
such financing on terms acceptable to the Company is not assured.
The above factors raise substantial doubt about the ability of the Company
to continue as a going concern.  The accompanying consolidated financial
statements have been prepared assuming the Company will continue as a
going concern, which contemplates realization of assets and liabilities in
the normal course of business.  Accordingly, the financial statements do
not include any adjustments relating to the recoverability and
classification of liabilities that might be necessary should the Company
be unable to continue as a going concern.




<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,
                    Chief Executive Officer



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

March 31, 1998


     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/ Stephen Pazian
                    Stephen Pazian, Director

               By:    /s/ Edgar Puthuff
                    Edgar Puthuff, Director

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


March 31, 1998