SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A

                                 Amendment No. 3

                                   [Mark One]

[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the fiscal year ended June 30, 1997

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

For the transition period from ____________________ to_____________________.

                          Commission file no.: 0-22848

                            U.S. WIRELESS DATA, INC.
                            ------------------------
                 (Name of small business issuer in its charter)

           Colorado                                             84-1178691
           --------                                             ----------
(State or other jurisdiction of                              (I.R.S. Employer 
incorporation or organization)                             Identification No.)

           2200 Powell Street, Suite 450, Emeryville, California 94608
           -----------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (510) 596-2050

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

          Securities registered under Section 12(g) of the Exchange Act

                        No Par Value Class A Common Stock
                        ---------------------------------
                                (Title of Class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the Registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.

                                    Yes _X_   No___

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will 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-KSB or any
amendment to this Form 10-KSB. [ X ]

The issuer's revenues for the fiscal year ended June 30, 1997 were $1,315,362

The  aggregate  market value of the issuer's  voting stock held as of August 31,
1997 by non-affiliates of the Registrant was approximately  $18,581,000 based on
an average price of $3.49 as of August 29, 1997.

As of August  31,  1997,  the issuer  had  9,113,952  shares of its no par value
common stock outstanding.

The Company's  Proxy  Statement  covering the fiscal year ended June 30, 1997 is
incorporated by reference into Part III of this Form 10-KSB.

Transitional Small Business Disclosure Format (check one):

                                    Yes___   No _X_
<PAGE>
<TABLE>
<CAPTION>
EXHIBITS AND REPORTS ON FORM 8-K

(a)        List of Exhibits Required by Item 601 of Regulation S-B
           -------------------------------------------------------

           Exhibit    Description
           -------    -----------
<S>                   <C>
           3.1        Copy of Amended Articles of Incorporation (2)

           3.2        Copy of Amended Bylaws (2)
  
           4.1        Representative's Warrant Agreement dated as of December 2, 1993(5)

           4.2        Common Stock Purchase Warrant issued to James B. Walters on or about April 12, 1993(5)

           4.3        Common Stock Purchase Warrant issued to Kenneth DeJohn on or about May 1, 1993(5)

           4.4        Consulting Agreement dated August 15, 1992, as amended April 12, 1993, with James B. Walters (1)
          
           4.5        Form of Common Stock Purchase Warrant issued to John Liviakis and Robert Prag 
                      as of August 4, 1997 (This exhibit is included in Exhibit 10.13 filed herewith.)
 
           10.1       License and Volume Purchase Agreement with OMRON Systems of America with Solectron Addendum (1)

           10.2       Promissory Note with OMRON Systems, Inc. (2)

           10.3       Supply Agreement with Novatel Communications LTD. (2)

           10.4       Release Agreement with Richard P. Draper (2)

           10.5       Copy of Amended 1992 Stock Option Plan (3)

           10.6       Agreement for Manufacture and Purchase between USWD, Uniform Industrial Corp and 
                      Cardservice International, Inc. (2)

           10.7       AT&T CDPD Value Added Reseller Agreement dated April 30, 1997*

           10.8       Bell Atlantic AIRBRIDGE Packet Service Agreement dated August 12, 1997* 

           10.9       Engagement  Agreement  between  USWD and entrenet Group, LLC dated June 3, 1997

           10.10      GTE Leasing Corporation Promissory Note dated August 6, 1997

           10.11      GTE  Mobilnet Communications Service and Equipment Agreement dated August 1, 1997*

           10.12      Form of Demand Note issued to private investors during the fourth quarter of 1997

           10.13      Liviakis Financial Communications, Inc. Consulting Agreement, and Subscription Agreement
                      for the purchase of U.S. Wireless Data, Inc. Common Stock and Warrants dated July 25, 1997

           10.14      Member Service Provider Sales and Service Credit Card Processing Agreement between 
                      U.S. Wireless Data, Inc. and NOVA Information Systems, Inc. dated January 1, 1997*

           10.15      Purchase Agreement with Unicard Systems, Inc. dated September 18, 1997*

           10.16      Purchase Agreement with Wellex Systems Manufacturing & Distribution Group dated August 7, 1997

           10.17      Underwriting Agreement between the Company, RAS Securities Corp., Walford & Company, 
                      Incorporated and Thomas James Associates, Inc. dated December 2, 1993 (4)

           21.1       List of Subsidiaries (2)

           23.1       Consent of Independent Accountants(6)

           27         Financial Data Schedule(6)
<FN>

  *   Confidential treatment for certain portions of this document has been requested by the Company pursuant to Commission 
      Rule 24b-2, as identified on the first page of the document, and at the specific item in the document for which such 
      treatment has been requested.  The omitted material has been filed separately with the Commission pursuant to Rule 24b-2.

 (1)  Incorporated by reference from the like-named exhibit filed with the Company's Registration Statement on Form SB-2, 
      SEC File No. 33-69776-D.

 (2)  Incorporated by reference from the like-named exhibit filed with the Company's Annual Report on Form 10-KSB for the fiscal
      year ended June 30, 1995, filed on October 13, 1995 (Control No. 95201388)

 (3)  Incorporated by reference from the like-named exhibit filed with the Company's Annual Report on Form 10-KSB for the fiscal 
      year ended June 30, 1996,filed on October 21, 1996.  (Control No. 96645557)

 (4)  Incorporated by reference from the like-named exhibit filed with Amendment No. 5 to the Company's Registration Statement on
      Form SB-2, SEC File No. 33-69776-D.

 (5)  Incorporated by reference from the like-named exhibit filed with Amendment No. 2 to the Company's Annual Report on Form 
      10-KSB for the fiscal year ended June 30, 1997, filed on January 2, 1998.

 (6)  Incorporated by reference from the like-named exhibit filed with the Company's Annual Report on Form 10-KSB for the fiscal
      year ended June 30, 1997, filed on October 15, 1997.
</FN>
</TABLE>
<PAGE>
(b)      Reports on Form 8-K
         -------------------

     There were no reports on Form 8-K that were filed  during the last  quarter
of the fiscal year ended June 30, 1997.


<PAGE>
SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.

         Dated:  October 14, 1997


U.S. WIRELESS DATA, INC.



\s\ Evon A. Kelly           Chief Executive Officer        October 14. 1997
----------------------                                     ----------------
Evon A. Kelly


In  accordance  with the Exchange  Act, this Report has been signed below by the
following  persons on behalf of the  Registrant and in the capacities and on the
dates indicated:




\s\ Evon A. Kelly           Chief Executive Officer          October 14, 1997
------------------                                           ----------------
Michael J. Brisnehan





\s\ Rod L. Stambaugh        President                        October 14, 1997
----------------------                                       ----------------
Rod L. Stambaugh




                            Director                  
--------------------------                                   ----------------
Alan B. Roberts




\s\ Chester N. Winter       Director                         October 14, 1997
-------------------------                                    ----------------
Chester N. Winter




\s\ Caesar Berger           Director                         October 14, 1997
-------------------------                                    ----------------
Caesar Berger