UNITED STATES                 
                         SECURITIES AND EXCHANGE COMMISSION 
                             Washington, D.C.  20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING
          
          
(Check One)

   Form 10-K  _X_   Form 20-F__   Form 11-K__  Form 10-Q___    Form N-SAR__    

 
          
                       For Period Ended: June 30, 1996
                       [  X  ]   Transition Report on Form 10-K
                       [     ]   Transition Report on Form 20-F
                       [     ]   Transition Report on Form 11-K
                       [     ]   Transition Report on Form 10-Q
                       [     ]   Transition Report on Form N-SAR
                       For the Transition Period Ended:
___________________________________________________
          
Read Instruction (on back page) Before Preparing Form.  Please Print or Type

     Nothing in this form shall be  construed to imply that the  Commission  has
verified any information contained herein.
          
          
     If the  notification  relates  to a portion of the  filing  checked  above,
identify the Item(s) to which the notification relates:
         
______________________________________________________________________________
          
   PART I - REGISTRANT INFORMATION
          
Full Name of Registrant

   U.S. Wireless Data, Inc.
         
______________________________________________________________________________
  Former Name if Applicable
          
         
____5700 Flatiron Parkway, Boulder, CO  80301_________________________________
Address of Principal Executive Office (Street and Number)


         
______________________________________________________________________________

          PART II - RULES 12B-25(B) AND (C)
          
     If the subject  report could not be filed  without  unreasonable  effort or
expense  and  the  registrant  seeks  relief  pursuant  to Rule  12b-25(b),  the
following should be complected. (Check box if appropriate)
          
    (a)    The reasons described in reasonable detail in Part III of this form 
           could not be eliminated without unreasonable effort or expense:

X   (b)    The subject annual report, semi-annual report, transition report on 
           Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will be 
           filed on or before the fifteenth calendar day following the         
           prescribed due date; or the subject quarterly report of transition  
           report on Form 10-Q, or portion thereof will be filed on or before  
           the fifth calendar day following the prescribed due date; and

    (c)    The accountant's statement or other exhibit required by Rule        
           12b-25(c) has been attached if applicable.
          

PART III - NARRATIVE  

     State  below in  reasonable  detail the  reasons why the Form 10-K and Form
10-KSB, 20-F, 11-K, 10-Q and 10-QSB,  N-SAR, or the transition report or portion
thereof, could not be filed within the prescribed time period.

     The Company was unable to timely file its Form 10-KB for the period  ending
June 30, 1996  primarily  because of its lack of both  financial  and  personnel
resources.  The Company has  operated  with  minimal  staff some time due to its
financial  difficulties.  Michael J. Brisnehan,  who became President and CEO of
the Company in July 1995,  has continued as the chief  financial and  accounting
officer for the Company,  making it very difficult to meet the filing  deadline
for the Company's Form 10-KSB. The Company has not had sufficient time and lacks
the  financial  ability to attract and hire an individual to assume the role of
the chief financial officer of the Company.  Due to this lack of resource,  the
Company's independent accountants are unable to complete their audit and opinion
required for a timely filing.



PART IV - OTHER INFORMATION

     (1) Name and  telephone  number  of  person  to  contact  in regard to this
notification:

Michael J. Brisnehan          303                       440-5464 
        (Name)            (Area Code)              (Telephone Number)

          (2) Have all other periodic reports required under Section 13 or 15(d)
     of the  Securities  Exchange  Act of 1934 or Section  30 of the  Investment
     Company Act of 1940  during the  preceding  12 months (or for such  shorter
     period that the  registrant  was required to file such reports) been filed?
     If answer is no, identify report(s).

X  Yes          __ No

          (3) Is it  anticipated  that any  significant  change  in  results  of
     operations from the  corresponding  period for the last fiscal year will be
     reflected by the earnings  statements to be included in the subject  report
     or portion hereof?

X  Yes          __ No

          If  so,  attach  an  explanation  of  the  anticipated   change,  both
     narratively and quantitatively,  and, if appropriate, state the reasons why
     a reasonable estimate of the results cannot be made.

          Based upon  preliminary  draft  financial  results,  the Company  will
     report net income of approximately  $150,000 for the fiscal year ended June
     30, 1996 as compared  to a net loss of $12.2  million for the prior  fiscal
     year  ended  June 3O,  l995.  The  significant  loss in the prior  year was
     attributable   to  poor   operating   results  from  the  Company  and  its
     wholly-owned subsidiary,  Direct Data, Inc. ("Direct Data") as well as a $6
     million write-off of goodwill  associated with Direct Data's poor operating
     results.

          During the current fiscal year,  the Company  incurred a net loss from
     continuing  operations of approximately  $1.9 million which was offset by a
     $2 million gain realized on the dissolution of Direct Data.


          All numbers noted above are  estimates  based upon  preliminary  audit
     results  and are subject to  adjustment  when filed in the  Company's  Form
     10-KSB.


                            U.S. WIRELESS DATA. INC.
                  (Name of Registrant as Specified in Charter)

          has  caused  this  notification  to be  signed  on its  behalf  by the
     undersigned hereunto duly authorized.


Date: September 27, 1996                   By: Michael J. Brisnehan
                                              President & CFO

          INSTRUCTION:  The form may be signed by an  executive  officer  of the
     registrant or by any other fully  authorized  representative.  The name and
     title of the person signing the form shall be typed or printed  beneath the
     signature.  If the  statement is signed on behalf of the  registrant  by an
     authorized  representative  (other than an executive officer),  evidence of
     the representative's authority to sign on behalf of the registrant shall be
     filed with the form.