SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    Form 8-K

                Current Report Pursuant to Section 13 or 15(d) of
                           The Securities Act of 1934



Date of Report (Date of earliest event reported)    August 21, 1998  

                            U.S. Wireless Data, Inc.
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             (Exact name of registrant as specified in its charter)


   Colorado                        0-22848                       84-1178691
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(State or other                 (Commission                   (I.R.S. Employer
jurisdiction                     File Number)                Identification No.)
of incorporation)


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


Registrant's telephone number, including area code (510) 596-2025
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         (Former name or former address, if changed since last report.)

Item 5.  Other Events.

Changes in Management
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Roger Peirce Appointed CEO
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     On August 21, 1998, Mr. Roger Peirce became the Chief Executive Officer and
Chairman  of the Board of the  Company.  Mr.  Peirce  joined  the  Company  as a
director as of July 22, 1998. Information  concerning Mr. Peirce,  including his
business  experience,  is contained in the Prospectus under the section entitled
"Management."  Mr.  Peirce is a nonvoting  member of the Board of  Directors  of
Cardservice International,  Inc., a company for which Mr. Caeser Berger, another
director of the Company,  serves as a vice  president and with which the Company
has engaged in certain transactions.  See the section of the Prospectus entitled
"Certain Transactions - Transactions with Cardservice International, Inc."

     Mr.  Peirce  replaced  Mr. Evon A. Kelly as the  Company's  CEO and Mr. Rod
Stambaugh  as  Chairman.  Mr.  Kelly  resigned as an officer and director of the
Company  effective  as of August 21,  1998,  but will  remain an employee of the
Company  under  a  one  year   employment   agreement  at  his  former  rate  of
compensation.  Mr.  Stambaugh  will  remain as  President  and a director of the
Company.

     Mr. Peirce will receive a salary of $75,000 per year plus  reimbursement of
certain  customary  business  expenses.  He has also  been  granted  options  to
purchase up to 1,000,000  shares of the Company's  Common Stock,  exercisable at
$3.438 per share for ten years from  August 22,  1998.  The  Company  will issue
29,086 of the options as incentive  stock options under the Company's 1992 Stock
Option Plan (the  "Plan") and those  options will be subject to all of the terms
and conditions of incentive stock options issued under the Plan. See the section
of the  Prospectus  entitled  "Executive  Compensation - Stock Option Plan." The
balance  of the  options  will be  issued  outside  the  Plan as  "non-qualified
options" and will have the same exercise  terms as the incentive  options issued
under the Plan but will expire on the earlier of  September  1, 2002 or one year
from the date Mr. Peirce ceases to serve the Company in any capacity,  including
as an  employee,  officer,  director  or  consultant.  All of the  options  vest
immediately  upon issuance but are subject to the Company's  right to repurchase
the  shares at the price  Mr.  Peirce  paid for  them.  The  Company's  right to
repurchase the shares expires over a 48 month period at the rate of 2.08% of the
share per month.  The  repurchase  rights of the  Company  terminate  completely
(thereby  vesting Mr. Peirce's rights in and to 100% of the shares) in the event
of a change in control of the  Company.  Mr.  Peirce has also been  granted  the
option to  purchase  up to 200,000  shares of Common  Stock owned by Mr. John M.
Liviakis, a significant shareholder of the Company. Those options are subject to
the same terms and conditions as the  non-qualified  stock options issued by the
Company.

     Mr. Peirce's stock options give him the right to purchase up to 7.7% of the
Company's outstanding stock, based on the number of shares outstanding as of May
31, 1998, and increase the number of shares  beneficially owned by the Company's
officers and directors as a group to 15.6% of the outstanding  shares as of that
date.  See  the  section  of the  Prospectus  entitled  "Security  Ownership  of
Principal Shareholders and Management."


Appointment of Charles T. Russell as Director
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     On September 1, 1998,  Charles T.  Russell,  age 68, became a member of the
Company's Board of Directors. Mr. Russell retired as Chief Executive Officer and
President of VISA  International  in 1994. He held those positions for the prior
ten years. Mr. Russell joined VISA (then National  BankAmericard,  Inc.) in 1971
as vice  president  for  operations.  He also served as senior  vice  president,
executive  vice president and Chief  Operating  Officer of VISA USA. Mr. Russell
has 26 years of experience in the credit card and electronic  commerce industry.
Mr. Russell  currently serves as a director on the Boards of two publicly traded
companies,  First Data Corp. and Cybercash,  Inc. Mr. Russell holds a bachelor's
degree in business administration, cum laude, from the University of Pittsburgh,
and a graduate  banking  degree from the Stonier  Graduate  School of Banking at
Rutgers University.




Signatures


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                          U.S. Wireless Data, Inc.
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                                          (Registrant)


         September 9, 1998                By  /s/ Robert E. Robichaud
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             (Date)                       (Signature)
                                          Robert E. Robichaud
                                          Secretary and Chief Financial Officer


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