SECURITIES AND EXCHANGE COMMISSION

                     WASHINGTON, D.C. 20549

                          FORM 10-K/A

                        AMENDMENT NO. 2
                   _________________________

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1996

                               OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from ______ to ______

                 Commission File number 0-22944

                         US WATS, INC.
                         --------------
     (Exact name of registrant as specified in its charter)

     New York                                 22-3055962
------------------------------        ------------------------------------
(State or other jurisdiction of       (I.R.S. Employer Identification No.)
incorporation or organization)

111 Presidential Boulevard
Bala Cynwyd, PA                                   19004
----------------------------------------        ----------
(Address of principal executive officers)       (Zip Code)

Registrant's telephone number, including area code (610) 660-0100
                                                   --------------

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

Securities registered pursuant to Section 12(g) of the Act:

                Common Stock ($0.001 par value)
                -------------------------------
                        (Title of Class)

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 III of this Form 10-K or any amendment to this
Form 10-K.  [X]

As of May 8, 1997, the aggregate market value of the Company's
common stock held by non-affiliates of the registrant, based on
the average closing sale price, was approximately $11,496,394.

As of May 8, 1997, the registrant has 15,927,100 shares of common
stock outstanding.

<PAGE>

                   DESCRIPTION OF AMENDMENTS

     The Company has amended its Form 10-K for the fiscal year
ended December 31, 1996 in this 10-K/A Amendment No. 2 as
follows:


Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

     Item 14 has been amended to add Exhibit 27, "Financial Data Schedule."

     All other information in the Form 10-K of the Company not set forth
in this Form 10-K/A or in the 10-K/A Amendment No. 1 remains the same as
filed with the Securities and Exchange Commission by the Company in its
Form 10-K on March 31, 1997.




<PAGE>
                            PART III


Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)  Documents filed as part of this Annual Report on form 10-K:

     (1)  Financial Statements

          See "Index To Consolidated Financial Statements
          and Financial Statement Schedules" on page F-i herein.

     (2)  Financial Statement Schedules require to be filed by Item 8 on
          this form:

          See "Index To Consolidated Financial Statements
          and Financial Statement Schedules" on page F-i herein.

(b)  Reports on Form 8-K:

     (1)  On February 25, 1997, the Company filed Form 8-K
          regarding executive management changes and changes in
          the Board of Directors.

     (2)  On March 19, 1997, the Company filed Form 8-K
          regarding its decision to replace its certifying
          accountant for the year ended December 31, 1996.

     (3)  On January 15, 1996, the Company filed Form 8-K
          regarding US WATS settling its litigation with AT&T.

     (4)  On January 12, 1996, the Company filed Form 8-K
          regarding its decision to replace its certifying
          accountant for the year ended December 31, 1995.


<PAGE>

(c)  Exhibits

Exhibit No.    Description

 3.1     Certificate of Incorporation of Registrant*
 3.2     Amendment to Certificate of Incorporation*
 3.3     By-Laws of Registrant*
 4.1     Specimen Common Share Certificate*
10.1     DSC Marketing Services Supply Agreement**
10.2     Key Employees Incentive Stock Option Plan**
10.3     Employee Compensation Stock Option Plan**
10.4     Agreement of Lease for 3 Parkway, Philadelphia, PA**
         10.6 Employment Agreement dated December 23, 1993,
         between US WATS, Inc. and Stephen J. Parker***
         10.7 Loan and Security Agreement between US WATS, Inc.
         and Century Business Credit Corporation dated May 11, 1995****
         10.8 Employment Agreements dated February 25, 1997,
         between US WATS, Inc. and David B. Hurwitz, Kevin M.
         O'Hare and Mark A. Mendes*****
         10.9 Employment Agreement dated March 3, 1997, between
         US WATS, Inc. and Christopher J. Shannon
  27     Financial Data Schedule

  *      Filed as an exhibit with corresponding Exhibit No.
         to Registrant's post effective amendment No. 1 to
         Registration Statement on Form S-18, or previous Annual
         Report Form 10-K.
  **     Incorporated by reference to the December 31, 1992 Form 10-K
  ***    Incorporated by reference to the December 31, 1993 Form 10-K
  ****   Incorporated by reference to the June 30, 1995 Form 10-Q
  *****  Incorporated by reference to the February 25, 1997 Form 8-K


<PAGE>
                           SIGNATURES


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


                              US WATS, INC.

                              By:  /s/Christopher J. Shannon
                                   -------------------------------
                                       Christopher J. Shannon
                                       Chief Financial Officer


May 8, 1997

<PAGE>
                         Exhibit Index



Exhibit No.    Description

   27          Financial Data Schedule


<PAGE>