SECURITIES AND EXCHANGE COMMISSION 
                           WASHINGTON, DC  20549 
  
    
  
                                  FORM 8-K 
  
                                CURRENT REPORT
                    PURSUANT TO SECTION 13 OR 15(d) OF THE 
                         SECURITIES EXCHANGE ACT OF 1934
  
                              August 10, 1998           
                     (Date of earliest event reported) 
  
  
                          USN COMMUNICATIONS, INC.                     
           (Exact Name of Registrant as Specified in its Charter) 
  
     
  Delaware                       0-23683                 36-3947804  
(State or Other                (Commission              (IRS Employer
 Jurisdiction of               File Number)            Identification
 Incorporation)                                            Number)
    
  
       10 South Riverside Plaza, Suite 401, Chicago, Illinois  60606 
             (Address of Principal Offices, including zip code) 
  
  
                               (312) 906-3600                     
            (Registrant's telephone number, including area code) 



 Item 5.   Other Events 
  
           On August 10, 1998, the Board of Directors of the Registrant
 declared a dividend distribution of one right (a "Right") for each
 outstanding share of the Registrant's Common Stock, $.01 par value per
 share ("Common Stock"), to stockholders of record at the close of business
 on August 24, 1998 (the "Record Date").  The Board of Directors of the
 Registrant also authorized the issuance of one Right for each share of
 Common Stock issued after the Record Date and prior to the earliest of the
 Distribution Date (as defined below), the redemption, exchange or
 expiration of the Rights. If and when the Rights become exercisable, each
 Right entitles the registered holder to purchase from the Registrant one
 one-hundredth of a share of Series A Junior Participating Preferred Stock
 (the "Preferred Stock"), at a purchase price of $50 per Right (the
 "Purchase Price"), subject to adjustment as provided in the Rights
 Agreement (as defined below).  The description and terms of the Rights are
 set forth in a Rights Agreement, dated as of August 10, 1998 (the "Rights
 Agreement"), between the Registrant and Harris Trust and Savings Bank, as
 Rights Agent. 
  
           Upon payment of the dividend at the close of business on the
 Record Date, the Rights will be attached to all Common Stock certificates
 representing shares then outstanding, and no separate Rights Certificates
 (as defined below) will be distributed.  The Rights will separate from the
 Common Stock upon the earliest of (i) 10 days following a public
 announcement that a person or group (an "Acquiring Person"), together with
 persons affiliated or associated with it, has acquired, or obtained the
 right to acquire, beneficial ownership of 15% or more of the outstanding
 shares of Common Stock (the "Stock Acquisition Date"), subject to certain
 exceptions, or (ii) 10 business days (or such later date as the Board of
 Directors of the Registrant shall determine) following the commencement of
 a tender offer or exchange offer that would result in a person or group
 beneficially owning 15% or more of such outstanding shares of Common Stock
 (the earliest of such dates, the "Distribution Date").   
  
           Until the Distribution Date (or earlier redemption or expiration
 of the Rights), (i) the Rights will be transferred with and only with the
 Common Stock (except in connection with redemption of the Rights), (ii) new
 Common Stock certificates issued after the Record Date upon transfer,
 replacement or new issuance of Common Stock will contain a notation
 incorporating the Rights Agreement by reference and (iii) the surrender for
 transfer of any certificates for Common Stock outstanding will also
 constitute the transfer of the Rights associated with the Common Stock
 represented by such certificate. 
  
           The Rights will first become exercisable on the Distribution Date
 and will expire at the close of business on August 24, 2008 (the "Final
 Expiration Date"), unless earlier redeemed or exchanged by the Registrant
 as described below.  Notwithstanding the foregoing, the Rights will not be
 exercisable after the occurrence of a Triggering Event (defined below)
 until the Registrant's right of redemption has expired. 
  
           As soon as practicable after the Distribution Date, separate
 certificates evidencing the Rights (the "Rights Certificates") will be
 mailed to holders of record of the Common Stock as of the close of business
 on the Distribution Date and, thereafter, such separate Rights Certificates
 alone will evidence the Rights.  Except for shares of Common Stock issued
 or sold after the Distribution Date pursuant to the exercise of stock
 options or under any employee benefit plan or arrangement granted or
 awarded prior to the Distribution Date, or the exercise, conversion or
 exchange of securities issued by the Registrant, and except as otherwise
 determined by the Board of Directors, only shares of Common Stock issued
 prior to the Distribution Date will be issued with Rights. 
  
           In the event that any person shall become an Acquiring Person
 (except pursuant to an offer for all outstanding shares of Common Stock
 which the independent directors determine to be fair to and otherwise in
 the best interest of the Registrant and its stockholders after receiving
 advice from one or more investment banking firms (a "Qualifying Offer"))
 (such event is referred to herein as a "Triggering Event"), then the Rights
 will "flip-in" and entitle each holder of a Right, except as provided
 below, to purchase, upon exercise at the then-current Purchase Price, that
 number of shares of Common Stock having a market value of two times such
 Purchase Price. 
  
           Any Rights beneficially owned at any time on or after the earlier
 of the Distribution Date and the Stock Acquisition Date by an Acquiring
 Person or an affiliate or associate of an Acquiring Person (whether or not
 such ownership is subsequently transferred) will become null and void upon
 the occurrence of a Triggering Event, and any holder of such Rights will
 have no right to exercise such Rights. 
  
           In the event that, following a Triggering Event, the Registrant
 is acquired in a merger or other business combination in which the Common
 Stock does not remain outstanding or is changed (other than a merger
 following a Qualifying Offer) or 50% of the assets or earning power of the
 Registrant and its Subsidiaries (as defined in the Rights Agreement) (taken
 as a whole) is sold or otherwise transferred to any person (other than the
 Registrant or any Subsidiary of the Registrant) in one transaction or a
 series of related transactions, the Rights will "flip-over" and entitle
 each holder of a Right, except as provided in the preceding paragraph, to
 purchase, upon exercise of the Right at the then-current Purchase Price,
 that number of shares of common stock of the acquiring company (or, in
 certain circumstances, one of its affiliates) which at the time of such
 transaction would have a market value of two times such Purchase Price. 
  
           The Purchase Price is subject to adjustment from time to time to
 prevent dilution upon the occurrence of certain events. 
  
           At any time until the earlier of (i) fifteen days following the
 Stock Acquisition Date and (ii) the Final Expiration Date, the Registrant
 may redeem the Rights in whole, but not in part, at a price of $0.01 per
 Right, subject to adjustments.  The Registrant may, at its option, pay the
 redemption price in cash, shares of Common Stock (based on the current
 market price of the Common Stock at the time of redemption) or any other
 form of consideration deemed appropriate by the Board of Directors of the
 Registrant. 
  
           Until a Right is exercised, the holder thereof, as such, will
 have no rights as a stockholder of the Registrant, including, without
 limitation, the right to vote or to receive dividends.  While the
 distribution of the Rights will not be taxable to stockholders or to the
 Registrant, stockholders may, depending upon the circumstances, recognize
 taxable income in the event that the Rights become exercisable for Common
 Stock (or other consideration) of the Registrant or for common stock of the
 acquiring company as set forth above. 
  
           At any time prior to the Distribution Date, the Registrant may,
 without the approval of any holder of the Rights, supplement or amend any
 provision of the Rights Agreement.  Thereafter, the Rights Agreement may be
 amended in certain respects, including to shorten or lengthen any time
 period thereunder and in a manner that does not adversely affect the Rights
 holders (other than an Acquiring Person).  
  
           As of July 31, 1998, there were 23,483,519 shares of Common Stock
 outstanding.  Each outstanding share of Common Stock on the Record Date
 will receive one Right.  Until the Distribution Date, the Registrant will
 issue one Right with each share of Common Stock that shall become
 outstanding so that all such shares will have attached Rights.  One million
 shares of Preferred Stock have been reserved for issuance upon exercise of
 the Rights. 
  
           The Rights have certain antitakeover effects.  The Rights will
 cause substantial dilution to a person or group that attempts to acquire
 the Registrant on terms not approved by the Registrant's Board of
 Directors.  The Rights should not interfere with any merger or other
 business combination approved by the Board of Directors of the Registrant
 since the Board of Directors may, subject to the limitations discussed
 above at its option, at any time until fifteen days following the Stock
 Acquisition Date, redeem all, but not less than all, of the then
 outstanding Rights at the applicable redemption price. 
  
           The foregoing summary description of the Rights does not purport
 to be complete and is qualified in its entirety by reference to the Rights
 Agreement (which includes as Exhibit A the Form of Rights Certificate).
  
 Item 7.   Financial Statements, Pro Forma Financial Information and
           Exhibits. 
  
 (c)  Exhibits.  The following documents are filed as exhibits to this
 current report. 
  
      4.1. Rights Agreement, dated as of August 10, 1998, between the
           Registrant and Harris Trust and Savings Bank, as Rights Agent,
           (filed as Exhibit 4.1 to the Company's Registration Statement on
           Form 8-A filed on August 14, 1998 which is incorporated by
           reference herein) which includes as Exhibit A thereto the Form of
           Rights Certificate. 
       
      99   Press release of the Company relating to the adoption of the
           Company's Rights Agreement. 



                                 Signature 
  
  
           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 hereto duly authorized. 
  
  
 August 14, 1998               USN COMMUNICATIONS, INC. 
                               (Registrant) 
  
  
  
                               By: /s/ Thomas A. Monson
                                  --------------------------------
                                  Name:  Thomas A. Monson
                                  Title: Vice President, General
                                         Counsel and Secretary
                                     


                               Exhibit Index 
  
  
 Exhibit        Description                                         Page 
  
 4.1            Rights Agreement, dated as of August 10, 1998        N/A 
                between the Registrant and Harris Trust and
                Savings Bank, as Rights Agent, (filed as Exhibit
                4.1 to the Company's Registration Statement on
                Form 8-A filed on August 14, 1998 which is
                incorporated by reference herein) which includes
                as Exhibit A thereto the Form of Rights
                Certificate.                        
  
 99             Press release of the Company relating to             N/A 
                the renewal of the Company's Rights Agreement.
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{"company-data": {"conformed-name": "USN COMMUNICATIONS INC", "cik": "0000926134", "assigned-sic": "4813", "irs-number": "363947804", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-23683", "film-number": "98688629"}, "business-address": {"street1": "10 SOUTH RIVERSIDE PLAZA STE 401", "city": "CHICAGO", "state": "IL", "zip": "60606", "phone": "3129063600"}, "mail-address": {"street1": "10 SOUTH RIVERSIDE PLAZA", "street2": "SUITE 401", "city": "CHICAGO", "state": "IL", "zip": "60606"}, "former-company": {"former-conformed-name": "UNITED USN INC", "date-changed": "19961115"}}
SECURITIES AND EXCHANGE COMMISSION 
                           WASHINGTON, DC  20549 
  
    
  
                                  FORM 8-K 
  
                                CURRENT REPORT
                    PURSUANT TO SECTION 13 OR 15(d) OF THE 
                         SECURITIES EXCHANGE ACT OF 1934
  
                              August 10, 1998           
                     (Date of earliest event reported) 
  
  
                          USN COMMUNICATIONS, INC.                     
           (Exact Name of Registrant as Specified in its Charter) 
  
     
  Delaware                       0-23683                 36-3947804  
(State or Other                (Commission              (IRS Employer
 Jurisdiction of               File Number)            Identification
 Incorporation)                                            Number)
    
  
       10 South Riverside Plaza, Suite 401, Chicago, Illinois  60606 
             (Address of Principal Offices, including zip code) 
  
  
                               (312) 906-3600                     
            (Registrant's telephone number, including area code) 

 Item 5.   Other Events 
  
           On August 10, 1998, the Board of Directors of the Registrant
 declared a dividend distribution of one right (a "Right") for each
 outstanding share of the Registrant's Common Stock, $.01 par value per
 share ("Common Stock"), to stockholders of record at the close of business
 on August 24, 1998 (the "Record Date").  The Board of Directors of the
 Registrant also authorized the issuance of one Right for each share of
 Common Stock issued after the Record Date and prior to the earliest of the
 Distribution Date (as defined below), the redemption, exchange or
 expiration of the Rights. If and when the Rights become exercisable, each
 Right entitles the registered holder to purchase from the Registrant one
 one-hundredth of a share of Series A Junior Participating Preferred Stock
 (the "Preferred Stock"), at a purchase price of $50 per Right (the
 "Purchase Price"), subject to adjustment as provided in the Rights
 Agreement (as defined below).  The description and terms of the Rights are
 set forth in a Rights Agreement, dated as of August 10, 1998 (the "Rights
 Agreement"), between the Registrant and Harris Trust and Savings Bank, as
 Rights Agent. 
  
           Upon payment of the dividend at the close of business on the
 Record Date, the Rights will be attached to all Common Stock certificates
 representing shares then outstanding, and no separate Rights Certificates
 (as defined below) will be distributed.  The Rights will separate from the
 Common Stock upon the earliest of (i) 10 days following a public
 announcement that a person or group (an "Acquiring Person"), together with
 persons affiliated or associated with it, has acquired, or obtained the
 right to acquire, beneficial ownership of 15% or more of the outstanding
 shares of Common Stock (the "Stock Acquisition Date"), subject to certain
 exceptions, or (ii) 10 business days (or such later date as the Board of
 Directors of the Registrant shall determine) following the commencement of
 a tender offer or exchange offer that would result in a person or group
 beneficially owning 15% or more of such outstanding shares of Common Stock
 (the earliest of such dates, the "Distribution Date").   
  
           Until the Distribution Date (or earlier redemption or expiration
 of the Rights), (i) the Rights will be transferred with and only with the
 Common Stock (except in connection with redemption of the Rights), (ii) new
 Common Stock certificates issued after the Record Date upon transfer,
 replacement or new issuance of Common Stock will contain a notation
 incorporating the Rights Agreement by reference and (iii) the surrender for
 transfer of any certificates for Common Stock outstanding will also
 constitute the transfer of the Rights associated with the Common Stock
 represented by such certificate. 
  
           The Rights will first become exercisable on the Distribution Date
 and will expire at the close of business on August 24, 2008 (the "Final
 Expiration Date"), unless earlier redeemed or exchanged by the Registrant
 as described below.  Notwithstanding the foregoing, the Rights will not be
 exercisable after the occurrence of a Triggering Event (defined below)
 until the Registrant's right of redemption has expired. 
  
           As soon as practicable after the Distribution Date, separate
 certificates evidencing the Rights (the "Rights Certificates") will be
 mailed to holders of record of the Common Stock as of the close of business
 on the Distribution Date and, thereafter, such separate Rights Certificates
 alone will evidence the Rights.  Except for shares of Common Stock issued
 or sold after the Distribution Date pursuant to the exercise of stock
 options or under any employee benefit plan or arrangement granted or
 awarded prior to the Distribution Date, or the exercise, conversion or
 exchange of securities issued by the Registrant, and except as otherwise
 determined by the Board of Directors, only shares of Common Stock issued
 prior to the Distribution Date will be issued with Rights. 
  
           In the event that any person shall become an Acquiring Person
 (except pursuant to an offer for all outstanding shares of Common Stock
 which the independent directors determine to be fair to and otherwise in
 the best interest of the Registrant and its stockholders after receiving
 advice from one or more investment banking firms (a "Qualifying Offer"))
 (such event is referred to herein as a "Triggering Event"), then the Rights
 will "flip-in" and entitle each holder of a Right, except as provided
 below, to purchase, upon exercise at the then-current Purchase Price, that
 number of shares of Common Stock having a market value of two times such
 Purchase Price. 
  
           Any Rights beneficially owned at any time on or after the earlier
 of the Distribution Date and the Stock Acquisition Date by an Acquiring
 Person or an affiliate or associate of an Acquiring Person (whether or not
 such ownership is subsequently transferred) will become null and void upon
 the occurrence of a Triggering Event, and any holder of such Rights will
 have no right to exercise such Rights. 
  
           In the event that, following a Triggering Event, the Registrant
 is acquired in a merger or other business combination in which the Common
 Stock does not remain outstanding or is changed (other than a merger
 following a Qualifying Offer) or 50% of the assets or earning power of the
 Registrant and its Subsidiaries (as defined in the Rights Agreement) (taken
 as a whole) is sold or otherwise transferred to any person (other than the
 Registrant or any Subsidiary of the Registrant) in one transaction or a
 series of related transactions, the Rights will "flip-over" and entitle
 each holder of a Right, except as provided in the preceding paragraph, to
 purchase, upon exercise of the Right at the then-current Purchase Price,
 that number of shares of common stock of the acquiring company (or, in
 certain circumstances, one of its affiliates) which at the time of such
 transaction would have a market value of two times such Purchase Price. 
  
           The Purchase Price is subject to adjustment from time to time to
 prevent dilution upon the occurrence of certain events. 
  
           At any time until the earlier of (i) fifteen days following the
 Stock Acquisition Date and (ii) the Final Expiration Date, the Registrant
 may redeem the Rights in whole, but not in part, at a price of $0.01 per
 Right, subject to adjustments.  The Registrant may, at its option, pay the
 redemption price in cash, shares of Common Stock (based on the current
 market price of the Common Stock at the time of redemption) or any other
 form of consideration deemed appropriate by the Board of Directors of the
 Registrant. 
  
           Until a Right is exercised, the holder thereof, as such, will
 have no rights as a stockholder of the Registrant, including, without
 limitation, the right to vote or to receive dividends.  While the
 distribution of the Rights will not be taxable to stockholders or to the
 Registrant, stockholders may, depending upon the circumstances, recognize
 taxable income in the event that the Rights become exercisable for Common
 Stock (or other consideration) of the Registrant or for common stock of the
 acquiring company as set forth above. 
  
           At any time prior to the Distribution Date, the Registrant may,
 without the approval of any holder of the Rights, supplement or amend any
 provision of the Rights Agreement.  Thereafter, the Rights Agreement may be
 amended in certain respects, including to shorten or lengthen any time
 period thereunder and in a manner that does not adversely affect the Rights
 holders (other than an Acquiring Person).  
  
           As of July 31, 1998, there were 23,483,519 shares of Common Stock
 outstanding.  Each outstanding share of Common Stock on the Record Date
 will receive one Right.  Until the Distribution Date, the Registrant will
 issue one Right with each share of Common Stock that shall become
 outstanding so that all such shares will have attached Rights.  One million
 shares of Preferred Stock have been reserved for issuance upon exercise of
 the Rights. 
  
           The Rights have certain antitakeover effects.  The Rights will
 cause substantial dilution to a person or group that attempts to acquire
 the Registrant on terms not approved by the Registrant's Board of
 Directors.  The Rights should not interfere with any merger or other
 business combination approved by the Board of Directors of the Registrant
 since the Board of Directors may, subject to the limitations discussed
 above at its option, at any time until fifteen days following the Stock
 Acquisition Date, redeem all, but not less than all, of the then
 outstanding Rights at the applicable redemption price. 
  
           The foregoing summary description of the Rights does not purport
 to be complete and is qualified in its entirety by reference to the Rights
 Agreement (which includes as Exhibit A the Form of Rights Certificate).
  
 Item 7.   Financial Statements, Pro Forma Financial Information and
           Exhibits. 
  
 (c)  Exhibits.  The following documents are filed as exhibits to this
 current report. 
  
      4.1. Rights Agreement, dated as of August 10, 1998, between the
           Registrant and Harris Trust and Savings Bank, as Rights Agent,
           (filed as Exhibit 4.1 to the Company's Registration Statement on
           Form 8-A filed on August 14, 1998 which is incorporated by
           reference herein) which includes as Exhibit A thereto the Form of
           Rights Certificate. 
       
      99   Press release of the Company relating to the adoption of the
           Company's Rights Agreement. 

                                 Signature 
  
  
           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 hereto duly authorized. 
  
  
 August 14, 1998               USN COMMUNICATIONS, INC. 
                               (Registrant) 
  
  
  
                               By: /s/ Thomas A. Monson
                                  --------------------------------
                                  Name:  Thomas A. Monson
                                  Title: Vice President, General
                                         Counsel and Secretary
                                     

                               Exhibit Index 
  
  
 Exhibit        Description                                         Page 
  
 4.1            Rights Agreement, dated as of August 10, 1998        N/A 
                between the Registrant and Harris Trust and
                Savings Bank, as Rights Agent, (filed as Exhibit
                4.1 to the Company's Registration Statement on
                Form 8-A filed on August 14, 1998 which is
                incorporated by reference herein) which includes
                as Exhibit A thereto the Form of Rights
                Certificate.                        
  
 99             Press release of the Company relating to             N/A 
                the renewal of the Company's Rights Agreement.