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 
  
  
  
                              JANUARY 20, 1999 
              ________________________________________________ 
              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 
       
      As previously announced, on November 18, 1998, the Company issued and
 sold to Merrill Lynch Global Allocation Fund, Inc.  ("MLGAF") a $10.0
 million principal amount 17% Senior Secured Note due January 15, 1999 (the
 "17% Note").  Pursuant to a First Amendment to Note Purchase Agreement,
 dated as of January 20, 1999, by and between the Company and MLGAF, the 17%
 Note was cancelled in exchange for a replacement $10.0 million principal
 amount 17% Senior Secured Note due February 15, 1999, and MLGAF paid to the
 Company $2.5 million in exchange for a new $2.5 million principal amount
 17% Senior Secured Note due February 15, 1999 (collectively, the "New 17%
 Notes").  Interest on the New 17% Notes, together with a facility fee of
 $625,000, is payable in cash at maturity.  As was the case with the 17%
 Note, the New 17% Notes are secured by a first priority lien on
 substantially all assets of the Company, including the Company's accounts
 receivable and the stock of the Company's directly owned subsidiaries. 
 MLGAF is the holder of all of the Company's 14% Senior Notes, 9%
 Convertible Subordinated Discount Notes due 2004 and Consent Notes.  In
 addition, MLGAF is a substantial holder of 14-5/8% Senior Notes and
 Warrants to purchase Common Stock. 
  
      The Company has substantial current and ongoing cash needs with
 respect to both its operations and the maturity of the New 17% Notes on
 February 15, 1999.  While the Company has generally been meeting new
 obligations incurred by the Company since November 1998 in the ordinary
 course of business from working capital infusions and cash flow,  the
 Company's recent cash position has resulted in the Company's deferral of
 payment of certain of its past obligations.  The absence of additional
 capital infusions in the very near term will result in the Company's
 inability to meet its current and future obligations as they become due,
 prevent the Company from making payment arrangements with respect to, or
 otherwise servicing, any material amount of its past-due obligations, raise
 substantial doubt about the Company's ability to continue as a going
 concern and may require the Company to seek protection under applicable
 bankruptcy laws.   
  
      As previously disclosed, the Company has engaged BT Alex. Brown
 Incorporated to advise the Company on the strategic alternatives available
 to it, including the potential sale of the Company or its assets, and has
 engaged Daniels & Associates, L.P. to explore the potential sale of the
 Company's USN Wireless, Inc. subsidiary ("USN Wireless").  The Company is
 presently engaged in discussions with third parties regarding the sale in
 one or more transactions of most of its assets, including USN Wireless. 
 There can be no assurance that any such transaction or transactions will be
 concluded or, if concluded, that such transaction or transactions can be
 completed on terms favorable to the Company's securityholders or creditors. 
 Further, if any such transaction or transactions are completed, it is
 likely that they will result in gross proceeds which are significantly less
 than the Company's outstanding indebtedness and other obligations.  In the
 absence of, or in addition to, any such transaction, sources of funding for
 the Company's operations could include private placements of equity and/or
 debt securities or additional capital contributions from new or existing
 investors in the Company.  There can be no assurance that any such
 additional financing will be available to the Company or, if available,
 that it can be obtained on a timely basis and within limitations contained
 in the indentures with respect to the Company's 14% Senior Notes and 14-
 5/8% Senior Notes.  Failure by the Company to address its cash need will
 have a material adverse effect on the Company's results of operations and
 financial condition. 
  
 ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS 
  
      (c) Exhibits 
  
      The following exhibit is included with this Report: 
  
      Exhibit 10.1             First Amendment to Note Purchase Agreement,
                               dated as of January 20, 1999, by and between
                               USN Communications, Inc. and Merrill Lynch
                               Global Allocation Fund, 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 
                                     Senior Vice President, General Counsel 
                                      and Secretary
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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": "99509153"}, "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 
  
  
  
                              JANUARY 20, 1999 
              ________________________________________________ 
              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 
       
      As previously announced, on November 18, 1998, the Company issued and
 sold to Merrill Lynch Global Allocation Fund, Inc.  ("MLGAF") a $10.0
 million principal amount 17% Senior Secured Note due January 15, 1999 (the
 "17% Note").  Pursuant to a First Amendment to Note Purchase Agreement,
 dated as of January 20, 1999, by and between the Company and MLGAF, the 17%
 Note was cancelled in exchange for a replacement $10.0 million principal
 amount 17% Senior Secured Note due February 15, 1999, and MLGAF paid to the
 Company $2.5 million in exchange for a new $2.5 million principal amount
 17% Senior Secured Note due February 15, 1999 (collectively, the "New 17%
 Notes").  Interest on the New 17% Notes, together with a facility fee of
 $625,000, is payable in cash at maturity.  As was the case with the 17%
 Note, the New 17% Notes are secured by a first priority lien on
 substantially all assets of the Company, including the Company's accounts
 receivable and the stock of the Company's directly owned subsidiaries. 
 MLGAF is the holder of all of the Company's 14% Senior Notes, 9%
 Convertible Subordinated Discount Notes due 2004 and Consent Notes.  In
 addition, MLGAF is a substantial holder of 14-5/8% Senior Notes and
 Warrants to purchase Common Stock. 
  
      The Company has substantial current and ongoing cash needs with
 respect to both its operations and the maturity of the New 17% Notes on
 February 15, 1999.  While the Company has generally been meeting new
 obligations incurred by the Company since November 1998 in the ordinary
 course of business from working capital infusions and cash flow,  the
 Company's recent cash position has resulted in the Company's deferral of
 payment of certain of its past obligations.  The absence of additional
 capital infusions in the very near term will result in the Company's
 inability to meet its current and future obligations as they become due,
 prevent the Company from making payment arrangements with respect to, or
 otherwise servicing, any material amount of its past-due obligations, raise
 substantial doubt about the Company's ability to continue as a going
 concern and may require the Company to seek protection under applicable
 bankruptcy laws.   
  
      As previously disclosed, the Company has engaged BT Alex. Brown
 Incorporated to advise the Company on the strategic alternatives available
 to it, including the potential sale of the Company or its assets, and has
 engaged Daniels & Associates, L.P. to explore the potential sale of the
 Company's USN Wireless, Inc. subsidiary ("USN Wireless").  The Company is
 presently engaged in discussions with third parties regarding the sale in
 one or more transactions of most of its assets, including USN Wireless. 
 There can be no assurance that any such transaction or transactions will be
 concluded or, if concluded, that such transaction or transactions can be
 completed on terms favorable to the Company's securityholders or creditors. 
 Further, if any such transaction or transactions are completed, it is
 likely that they will result in gross proceeds which are significantly less
 than the Company's outstanding indebtedness and other obligations.  In the
 absence of, or in addition to, any such transaction, sources of funding for
 the Company's operations could include private placements of equity and/or
 debt securities or additional capital contributions from new or existing
 investors in the Company.  There can be no assurance that any such
 additional financing will be available to the Company or, if available,
 that it can be obtained on a timely basis and within limitations contained
 in the indentures with respect to the Company's 14% Senior Notes and 14-
 5/8% Senior Notes.  Failure by the Company to address its cash need will
 have a material adverse effect on the Company's results of operations and
 financial condition. 
  
 ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS 
  
      (c) Exhibits 
  
      The following exhibit is included with this Report: 
  
      Exhibit 10.1             First Amendment to Note Purchase Agreement,
                               dated as of January 20, 1999, by and between
                               USN Communications, Inc. and Merrill Lynch
                               Global Allocation Fund, 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 
                                     Senior Vice President, General Counsel 
                                      and Secretary