SECURITIES AND EXCHANGE COMMISSION 
                           WASHINGTON, D.C. 20549 
  
                                  FORM 8-K 
                               CURRENT REPORT 
  
                   Pursuant to Section 13 or 15(d) of the 
                      Securities Exchange Act of 1934 
  
  
                             FEBRUARY 20, 1998 
                  _______________________________________ 
              Date of Report (Date of earliest event reported) 
  
                          USN COMMUNICATIONS, INC. 
           ______________________________________________________ 
           (Exact name of Registrant as specified in its charter) 
  
        DELAWARE             333-16265                 36-3947804 
      ______________     _____________________      __________________ 
      (State of          (Commission File No.)      (IRS Employer 
      Incorporation)                                Identification No.) 
  
        10 SOUTH RIVERSIDE PLAZA, SUITE 401, CHICAGO, ILLINOIS 60606 
        ____________________________________________________________ 
        (Address of principal executive offices, including zip code) 
  
                               (312) 906-3600 
            ____________________________________________________ 
            (Registrant's telephone number, including area code) 
  
                                    N/A 
       _____________________________________________________________ 
       (Former name or former address, if changed since last report) 
  

 ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS. 
  
      On February 20, 1998, pursuant to a Stock Purchase Agreement (the
 "Stock Purchase Agreement") dated January 7, 1998, among Mr. Mark Hatten,
 Triumph Connecticut Limited Partnership, FSC Corp., Solomon Schechter Day
 School of Greater Hartford, Inc. (collectively, "Sellers"), Hatten
 Communications Holding Company, Inc. ("HCHC") and the Registrant, the
 Registrant acquired all of the issued and outstanding capital stock of HCHC
 in exchange for an aggregate cash payment to Sellers of approximately $45.7
 million and the repayment of approximately $14.1 million of outstanding
 indebtedness of HCHC.  The amount of such consideration was determined by
 negotiations among the parties and, from the standpoint of the Registrant,
 involved consideration of a number of factors, including the financial
 condition, earnings and prospects of HCHC and the nature of HCHC's
 business.  The funds used to finance the transaction were part of the
 proceeds from the Registrant's initial public offering of its common stock,
 which was consummated on February 9, 1998. 
  
      Prior to the transaction, there were no material relationships between
 the Sellers and the Registrant or any of the Registrant's affiliates,
 directors or officers or any associates of such directors and officers. 
  
      Upon the closing of the transactions contemplated by the Stock
 Purchase Agreement, HCHC became a wholly-owned subsidiary of the
 Registrant.  HCHC resells cellular, paging, long distance, local and
 Internet services in Connecticut and has been expanding throughout the
 Northeast. 
  
  
 ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
           EXHIBITS. 
  
           (a)  Financial Statements of Business Acquired 
  
                The audited consolidated financial statements of HCHC for
 each of the years ended April 30, 1996 and 1997 are incorporated herein by
 reference to the Registrant's Registration Statement on Form S-1 (File No.
 333-38381) dated February 3, 1998. 
  
                As of this filing, it is impracticable for the Registrant to
 provide the unaudited consolidated financial statements of HCHC for the
 period ending December 31, 1997.  In accordance with the requirements of
 Item 7(a) of Form 8-K, the requisite financial statements will be filed
 within 60 days of the effective time of the acquisition as a part of a
 subsequent filing on Form 8-K. 
  
           (b)  Pro Forma Financial Information 
  
                As of this filing, it is impracticable for the Registrant to
 provide the pro forma financial information required by Item 7(b) of Form
 8-K.  In accordance with the requirements of Item 7(b) of Form 8-K, the
 requisite pro forma financial information will be filed within 60 days of
 the effective time of the acquisition as a part of a subsequent filing on
 Form 8-K. 
  
      Exhibits 
  
      Exhibit 10.41  Stock Purchase Agreement, dated January 7, 1998, among
                     Mr. Mark Hatten, Triumph-Capital Limited Partnership,
                     FSC Corp., Solomon Schechter Day School of Greater
                     Hartford, Inc., Hatten Communications Holding Company,
                     Inc. and the Registrant (incorporated herein by
                     reference to the Registrant's Registration Statement on
                     Form S-1 (File No. 333-38381) dated February 3, 1998). 

  

                                   SIGNATURES
  
      Pursuant to the requirement 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. 
  
  
                               USN COMMUNICATIONS, INC. 
  
  
  
 March 6, 1998                 By: /s/ Thomas A. Monson  
                                  ____________________________  
                                  Thomas A. Monson 
                                  Vice President, General Counsel 
                                  and Secretary
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SECURITIES AND EXCHANGE COMMISSION 
                           WASHINGTON, D.C. 20549 
  
                                  FORM 8-K 
                               CURRENT REPORT 
  
                   Pursuant to Section 13 or 15(d) of the 
                      Securities Exchange Act of 1934 
  
  
                             FEBRUARY 20, 1998 
                  _______________________________________ 
              Date of Report (Date of earliest event reported) 
  
                          USN COMMUNICATIONS, INC. 
           ______________________________________________________ 
           (Exact name of Registrant as specified in its charter) 
  
        DELAWARE             333-16265                 36-3947804 
      ______________     _____________________      __________________ 
      (State of          (Commission File No.)      (IRS Employer 
      Incorporation)                                Identification No.) 
  
        10 SOUTH RIVERSIDE PLAZA, SUITE 401, CHICAGO, ILLINOIS 60606 
        ____________________________________________________________ 
        (Address of principal executive offices, including zip code) 
  
                               (312) 906-3600 
            ____________________________________________________ 
            (Registrant's telephone number, including area code) 
  
                                    N/A 
       _____________________________________________________________ 
       (Former name or former address, if changed since last report) 
  

 ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS. 
  
      On February 20, 1998, pursuant to a Stock Purchase Agreement (the
 "Stock Purchase Agreement") dated January 7, 1998, among Mr. Mark Hatten,
 Triumph Connecticut Limited Partnership, FSC Corp., Solomon Schechter Day
 School of Greater Hartford, Inc. (collectively, "Sellers"), Hatten
 Communications Holding Company, Inc. ("HCHC") and the Registrant, the
 Registrant acquired all of the issued and outstanding capital stock of HCHC
 in exchange for an aggregate cash payment to Sellers of approximately $45.7
 million and the repayment of approximately $14.1 million of outstanding
 indebtedness of HCHC.  The amount of such consideration was determined by
 negotiations among the parties and, from the standpoint of the Registrant,
 involved consideration of a number of factors, including the financial
 condition, earnings and prospects of HCHC and the nature of HCHC's
 business.  The funds used to finance the transaction were part of the
 proceeds from the Registrant's initial public offering of its common stock,
 which was consummated on February 9, 1998. 
  
      Prior to the transaction, there were no material relationships between
 the Sellers and the Registrant or any of the Registrant's affiliates,
 directors or officers or any associates of such directors and officers. 
  
      Upon the closing of the transactions contemplated by the Stock
 Purchase Agreement, HCHC became a wholly-owned subsidiary of the
 Registrant.  HCHC resells cellular, paging, long distance, local and
 Internet services in Connecticut and has been expanding throughout the
 Northeast. 
  
  
 ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
           EXHIBITS. 
  
           (a)  Financial Statements of Business Acquired 
  
                The audited consolidated financial statements of HCHC for
 each of the years ended April 30, 1996 and 1997 are incorporated herein by
 reference to the Registrant's Registration Statement on Form S-1 (File No.
 333-38381) dated February 3, 1998. 
  
                As of this filing, it is impracticable for the Registrant to
 provide the unaudited consolidated financial statements of HCHC for the
 period ending December 31, 1997.  In accordance with the requirements of
 Item 7(a) of Form 8-K, the requisite financial statements will be filed
 within 60 days of the effective time of the acquisition as a part of a
 subsequent filing on Form 8-K. 
  
           (b)  Pro Forma Financial Information 
  
                As of this filing, it is impracticable for the Registrant to
 provide the pro forma financial information required by Item 7(b) of Form
 8-K.  In accordance with the requirements of Item 7(b) of Form 8-K, the
 requisite pro forma financial information will be filed within 60 days of
 the effective time of the acquisition as a part of a subsequent filing on
 Form 8-K. 
  
      Exhibits 
  
      Exhibit 10.41  Stock Purchase Agreement, dated January 7, 1998, among
                     Mr. Mark Hatten, Triumph-Capital Limited Partnership,
                     FSC Corp., Solomon Schechter Day School of Greater
                     Hartford, Inc., Hatten Communications Holding Company,
                     Inc. and the Registrant (incorporated herein by
                     reference to the Registrant's Registration Statement on
                     Form S-1 (File No. 333-38381) dated February 3, 1998). 

  

                                   SIGNATURES
  
      Pursuant to the requirement 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. 
  
  
                               USN COMMUNICATIONS, INC. 
  
  
  
 March 6, 1998                 By: /s/ Thomas A. Monson  
                                  ____________________________  
                                  Thomas A. Monson 
                                  Vice President, General Counsel 
                                  and Secretary