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 3, 1998

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


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


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


        Registrant's telephone number, including area code (510) 596-2025


          ------------------------------------------------------------
         (Former name or former address, if changed since last report.)











Item 5.  Other Events.

FILING OF AMENDMENT NO. 2 TO REGISTRATION STATEMENT ON FORM
SB-2 AND EFFECTIVENESS OF REGISTRATION STATEMENT WITH THE SEC
- -------------------------------------------------------------

     On August 3, 1998, U.S. Wireless Data, Inc. (the "Company") filed Amendment
No. 2 to its Registration  Statement on Form SB-2 (SEC File No.  333-52625) with
the  United  States  Securities  and  Exchange   Commission  (the  "SEC").   The
Registration Statement is being effected to register a total of 7,240,356 shares
of Common  Stock (the  "Shares").  The Shares are being  registered  and will be
offered for sale by certain  holders of the  Company's  securities.  None of the
Shares  are being sold by the  Company  and the  Company  will not  receive  any
proceeds from sales of the Shares.

     The disclosure  contained in Amendment No. 2 to the Registration  Statement
on Form SB-2 is  incorporated  by  reference in this Report and  supersedes  any
prior disclosure made by the Company to the extent that such prior disclosure is
inconsistent   with  the  disclosure   contained  in  Amendment  No.  2  to  the
Registration Statement. See Exhibit 99.1 to this Report on Form 8-K.

     The SEC declared the Registration Statement effective on August 7, 1998, at
12:00 Noon,  Eastern  Daylight  Time.  It is  expected  that sales of the shares
included in the Registration Statement can therefore commence shortly.

Item 7.  Financial Statement and Exhibits.

The following Exhibits are filed as part of this report:

Exhibit
Number    Description of Exhibit
- -------   ----------------------

99.1      Amendment No. 2 to  Registration  Statement on Form SB-2 (SEC File No.
          333-52625),  filed by the  Company  with the SEC as of  August 3, 1998
          (including exhibits filed therewith) (1)

- ----------------

(1)  Incorporated by reference from the  Registrant's  filing of Amendment No. 2
     to Registration  Statement on Form SB-2 (SEC File No. 333-52625) (Accession
     No. 0000927797-98-000104)


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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.
                                       -----------------------------------------
                                       (Registrant)


August 10, 1998                        By /s/ Evon A. Kelly
- ---------------                           --------------------------------------
         (Date)                           (Signature)
                                          Evon A. Kelly, Chief Executive Officer





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