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 
  
  
  
                             NOVEMBER 18, 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 2000, 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 5.   OTHER EVENTS 
  
      On November 18, 1998, USN Communications, Inc. (the "Registrant")
 issued a press release announcing completion of a short-term financing.  A
 copy of the press release is filed as an exhibit to this Current Report on
 Form 8-K. 
  
  
 ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS 
  
      (c) Exhibits 
  
      The following exhibit is included with this Report: 
  
      Exhibit 99          Press release dated November 18, 1998 issued by
                          USN Communications, Inc.



                                   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. 
  
  
  
                               By: /s/ Thomas A. Monson  
                                  ------------------------------- 
                                  Thomas A. Monson 
                                  Vice President, General Counsel 
                                  and Secretary
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 2685}]
{"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": "98755013"}, "business-address": {"street1": "10 SOUTH RIVERSIDE PLAZA STE 2000", "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, D.C. 20549 
  
                                  FORM 8-K 
                               CURRENT REPORT 
  
                   Pursuant to Section 13 or 15(d) of the 
                      Securities Exchange Act of 1934 
  
  
  
                             NOVEMBER 18, 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 2000, 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 5.   OTHER EVENTS 
  
      On November 18, 1998, USN Communications, Inc. (the "Registrant")
 issued a press release announcing completion of a short-term financing.  A
 copy of the press release is filed as an exhibit to this Current Report on
 Form 8-K. 
  
  
 ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS 
  
      (c) Exhibits 
  
      The following exhibit is included with this Report: 
  
      Exhibit 99          Press release dated November 18, 1998 issued by
                          USN Communications, Inc.

                                   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. 
  
  
  
                               By: /s/ Thomas A. Monson  
                                  ------------------------------- 
                                  Thomas A. Monson 
                                  Vice President, General Counsel 
                                  and Secretary