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 
  
  
                               APRIL 1, 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 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
 
      As a condition to the consummation of the transactions contemplated
by the CoreComm Agreement (as hereinafter defined), as approved by the Board
of Directors of USN Communications, Inc. (the "Company"), the Company
agreed to provide CoreComm Limited ("CoreComm") with audited consolidated
financial statements of the Company for the fiscal year ended December 31,
1998. Upon the mutual agreement of CoreComm and the Company, Ernst & Young
LLP ("E&Y") was engaged to perform the audit. The accounting firm of
Deloitte & Touche LLP ("Deloitte") audited the financial statements of the
Company for the fiscal years ended December 31, 1996 and 1997 and issued
reports thereon which did not contain any adverse opinion or disclaimer of
opinion, nor were such reports qualified or modified as to uncertainty,
audit scope or accounting principles, except that with respect to
Deloitte's report dated March 14, 1997, the report noted that the Company's
recurring losses from operations raised substantial doubt about the
Company's ability to continue as a going concern. Deloitte has not audited
any financial statements of the Company for any dates or periods subsequent
to December 31, 1997. As of April 7, 1999, the client-auditor relationship
between the Company and Deloitte ceased. The Company and Deloitte have had
no disagreements and there have been no reportable events for the periods
audited by Deloitte or periods subsequent to that time.


 ITEM 5.   OTHER EVENTS 
  
      On April 2, 1999, the United States District Court for the District
of Delaware (the "Court") entered a final order authorizing the Company and
twelve of its subsidiaries (collectively, the "Debtors") to, among other
things, sell substantially all of their assets, excluding the Company's
Connecticut wireless subsidiaries ("USN Wireless"), to CoreComm for up to
$85 million in cash plus warrants to purchase common stock of CoreComm. As
previously announced, the agreement provides for approximately $25 million
in cash, plus the warrants, to be paid at closing in addition to up to $60
million payable to the Company depending on future operating results.
  
      The Court also approved the sale of USN Wireless under an agreement
 entered into pursuant to the Court's auction procedures established for
 such sale.  Under the terms of the Stock Purchase Agreement (the "Stock
 Purchase Agreement"), dated as of April 1, 1999, among the Company, Unified
 Signal Corporation, a Georgia corporation, and Unified Signal Corporation,
 a Delaware corporation  (together, "Unified Signal"), Unified Signal will
 acquire all of the capital stock of USN Wireless for an aggregate purchase
 price of $20 million to be paid to the Company at closing, less (a) $1
 million required to be paid to the Company as a deposit on April 16, 1999
 in the event the transaction has not been consummated prior to such time
 and (b) $1 million to be deposited in escrow for the satisfaction of
 certain indemnifiable claims and other matters. 
  
      Under the terms of the Stock Purchase Agreement, USN Wireless is
 obligated, among other things, to conduct its business in the ordinary
 course prior to closing.  The consummation of the transactions contemplated
 by the Stock Purchase Agreement is subject to a number of customary
 conditions including receipt of necessary state and federal regulatory
 approvals.  The Stock Purchase Agreement is terminable, among other events,
 by either party if required regulatory approval of the transactions is not
 obtained or if the closing shall not have occurred by May 15, 1999.  The
 Company is obligated to pay Unified Signal a termination fee of $750,000 in
 the event the Company enters into an alternative transaction for the sale
 of USN Wireless, as specified in the Stock Purchase Agreement.  
  
      In addition, the Court gave final authorization to the Debtors to
 borrow up to $20 million of a previously announced debtor-in-possession
 financing facility to continue operations, pay employees, purchase goods
 and services going forward and repurchase the Company's $15 million
 aggregate principal amount prepetition senior secured notes.  The financing
 facility was amended as of March 15, 1999 and again as of March 24, 1999
 to, among other things,  extend the maturity date of the notes issued
 thereunder to May 14, 1999.   
       
      The descriptions set forth above of the Stock Purchase Agreement and
 the Note Purchase Agreement and all amendments thereto do not summarize all
 of the material provisions of such documents.  Copies of such documents
 have been previously filed or are filed herewith as exhibits as noted
 below.  The terms of such documents are hereby incorporated herein by
 reference.  Investors are urged to obtain and fully review copies of such
 documents. 
  
      This Report contains statements which constitute "forward-looking
 statements" within the meaning of the Securities Act of 1933 and the
 Securities Exchange Act of 1934, as amended by the Private Securities
 Litigation Reform Act of 1995. "Forward-looking statements" in this Report
 include the intent, belief or current expectations of the Company and
 members of its management team with respect to the timing of, completion of
 and scope of the sales to CoreComm Limited and Unified Signal Corporation
 financing, and the Company's future liquidity, as well as the assumptions
 upon which such statements are based.  While the Company believes that its
 expectations are based upon reasonable assumptions within the bounds of its
 knowledge of its business and operations, investors are cautioned that any
 such forward-looking statements are not guarantees of future performance,
 involve risks and uncertainties, and that actual results may differ
 materially from those contemplated by such forward-looking statements. 
 Important facts currently known to management that could cause actual
 results to differ materially from those contemplated by the forward-looking
 statements in this Report include, but are not limited to, further adverse
 developments with respect to the Company's liquidity position or operations
 of the Company's various businesses, adverse development in the Company's
 efforts to complete the financing and/or sales agreements; and the ability
 of the Company to realize the anticipated general and administrative
 expense savings and overhead reductions presently contemplated.  Additional
 factors that would cause actual results to differ materially from those
 contemplated within this Report can also be found in the Company's Reports
 on Form 8-K during 1998 and 1999, Form 10-Q for the quarter ended September
 30, 1998, and Form 10-K for the year ended December 31, 1997. 

  
 ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS 
  
      (c) Exhibits 
  
      The following exhibits are included with this Report: 
  
      Exhibit 10.1             Stock Purchase Agreement, dated as of April
                               1, 1999, by and among the Company, Unified
                               Signal Corporation, a Georgia corporation,
                               and Unified Signal Corporation, a Delaware
                               corporation. 
  
      Exhibit 10.2             First Amendment to Note Purchase Agreement,
                               dated as of March 15, 1999, by and between
                               the Company and Merrill Lynch Global
                               Allocation Fund, Inc. and CoreComm. 
  
      Exhibit 10.3             Second Amendment to Note Purchase Agreement,
                               dated as of March 24, 1999, by and between
                               the Company and Merrill Lynch Global
                               Allocation Fund, Inc. and CoreComm. 
  

                                 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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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 
  
  
                               APRIL 1, 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 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
 
      As a condition to the consummation of the transactions contemplated
by the CoreComm Agreement (as hereinafter defined), as approved by the Board
of Directors of USN Communications, Inc. (the "Company"), the Company
agreed to provide CoreComm Limited ("CoreComm") with audited consolidated
financial statements of the Company for the fiscal year ended December 31,
1998. Upon the mutual agreement of CoreComm and the Company, Ernst & Young
LLP ("E&Y") was engaged to perform the audit. The accounting firm of
Deloitte & Touche LLP ("Deloitte") audited the financial statements of the
Company for the fiscal years ended December 31, 1996 and 1997 and issued
reports thereon which did not contain any adverse opinion or disclaimer of
opinion, nor were such reports qualified or modified as to uncertainty,
audit scope or accounting principles, except that with respect to
Deloitte's report dated March 14, 1997, the report noted that the Company's
recurring losses from operations raised substantial doubt about the
Company's ability to continue as a going concern. Deloitte has not audited
any financial statements of the Company for any dates or periods subsequent
to December 31, 1997. As of April 7, 1999, the client-auditor relationship
between the Company and Deloitte ceased. The Company and Deloitte have had
no disagreements and there have been no reportable events for the periods
audited by Deloitte or periods subsequent to that time.

 ITEM 5.   OTHER EVENTS 
  
      On April 2, 1999, the United States District Court for the District
of Delaware (the "Court") entered a final order authorizing the Company and
twelve of its subsidiaries (collectively, the "Debtors") to, among other
things, sell substantially all of their assets, excluding the Company's
Connecticut wireless subsidiaries ("USN Wireless"), to CoreComm for up to
$85 million in cash plus warrants to purchase common stock of CoreComm. As
previously announced, the agreement provides for approximately $25 million
in cash, plus the warrants, to be paid at closing in addition to up to $60
million payable to the Company depending on future operating results.
  
      The Court also approved the sale of USN Wireless under an agreement
 entered into pursuant to the Court's auction procedures established for
 such sale.  Under the terms of the Stock Purchase Agreement (the "Stock
 Purchase Agreement"), dated as of April 1, 1999, among the Company, Unified
 Signal Corporation, a Georgia corporation, and Unified Signal Corporation,
 a Delaware corporation  (together, "Unified Signal"), Unified Signal will
 acquire all of the capital stock of USN Wireless for an aggregate purchase
 price of $20 million to be paid to the Company at closing, less (a) $1
 million required to be paid to the Company as a deposit on April 16, 1999
 in the event the transaction has not been consummated prior to such time
 and (b) $1 million to be deposited in escrow for the satisfaction of
 certain indemnifiable claims and other matters. 
  
      Under the terms of the Stock Purchase Agreement, USN Wireless is
 obligated, among other things, to conduct its business in the ordinary
 course prior to closing.  The consummation of the transactions contemplated
 by the Stock Purchase Agreement is subject to a number of customary
 conditions including receipt of necessary state and federal regulatory
 approvals.  The Stock Purchase Agreement is terminable, among other events,
 by either party if required regulatory approval of the transactions is not
 obtained or if the closing shall not have occurred by May 15, 1999.  The
 Company is obligated to pay Unified Signal a termination fee of $750,000 in
 the event the Company enters into an alternative transaction for the sale
 of USN Wireless, as specified in the Stock Purchase Agreement.  
  
      In addition, the Court gave final authorization to the Debtors to
 borrow up to $20 million of a previously announced debtor-in-possession
 financing facility to continue operations, pay employees, purchase goods
 and services going forward and repurchase the Company's $15 million
 aggregate principal amount prepetition senior secured notes.  The financing
 facility was amended as of March 15, 1999 and again as of March 24, 1999
 to, among other things,  extend the maturity date of the notes issued
 thereunder to May 14, 1999.   
       
      The descriptions set forth above of the Stock Purchase Agreement and
 the Note Purchase Agreement and all amendments thereto do not summarize all
 of the material provisions of such documents.  Copies of such documents
 have been previously filed or are filed herewith as exhibits as noted
 below.  The terms of such documents are hereby incorporated herein by
 reference.  Investors are urged to obtain and fully review copies of such
 documents. 
  
      This Report contains statements which constitute "forward-looking
 statements" within the meaning of the Securities Act of 1933 and the
 Securities Exchange Act of 1934, as amended by the Private Securities
 Litigation Reform Act of 1995. "Forward-looking statements" in this Report
 include the intent, belief or current expectations of the Company and
 members of its management team with respect to the timing of, completion of
 and scope of the sales to CoreComm Limited and Unified Signal Corporation
 financing, and the Company's future liquidity, as well as the assumptions
 upon which such statements are based.  While the Company believes that its
 expectations are based upon reasonable assumptions within the bounds of its
 knowledge of its business and operations, investors are cautioned that any
 such forward-looking statements are not guarantees of future performance,
 involve risks and uncertainties, and that actual results may differ
 materially from those contemplated by such forward-looking statements. 
 Important facts currently known to management that could cause actual
 results to differ materially from those contemplated by the forward-looking
 statements in this Report include, but are not limited to, further adverse
 developments with respect to the Company's liquidity position or operations
 of the Company's various businesses, adverse development in the Company's
 efforts to complete the financing and/or sales agreements; and the ability
 of the Company to realize the anticipated general and administrative
 expense savings and overhead reductions presently contemplated.  Additional
 factors that would cause actual results to differ materially from those
 contemplated within this Report can also be found in the Company's Reports
 on Form 8-K during 1998 and 1999, Form 10-Q for the quarter ended September
 30, 1998, and Form 10-K for the year ended December 31, 1997. 

  
 ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS 
  
      (c) Exhibits 
  
      The following exhibits are included with this Report: 
  
      Exhibit 10.1             Stock Purchase Agreement, dated as of April
                               1, 1999, by and among the Company, Unified
                               Signal Corporation, a Georgia corporation,
                               and Unified Signal Corporation, a Delaware
                               corporation. 
  
      Exhibit 10.2             First Amendment to Note Purchase Agreement,
                               dated as of March 15, 1999, by and between
                               the Company and Merrill Lynch Global
                               Allocation Fund, Inc. and CoreComm. 
  
      Exhibit 10.3             Second Amendment to Note Purchase Agreement,
                               dated as of March 24, 1999, by and between
                               the Company and Merrill Lynch Global
                               Allocation Fund, Inc. and CoreComm. 
  

                                 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