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 18, 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 3.   BANKRUPTCY OR RECEIVERSHIP 
  
      On February 18, 1999, registrant USN Communications, Inc. (the
 "Company") and twelve of its subsidiaries (collectively, the "Debtors")
 filed for protection under Chapter 11 in the United States District Court
 for the District of Delaware (the "Court").  The cases have been
 consolidated for the purpose of joint administration and have been assigned
 to the Honorable Peter J. Walsh.  The consolidated caption is: In re USN
 Communications, Inc., et al., Case No. 99-383 (PJW).  At a first day
 hearing conducted on February 19, 1999 and continued on February 22, 1999,
 the Court entered nineteen orders granting authority to the Debtors to,
 among other things: honor prepetition payroll obligations; honor
 prepetition refunds or credits owed to existing customers; maintain
 existing bank accounts, cash management systems and business forms; retain
 professionals (including counsel, financial advisors and investment
 bankers) to represent the Company in connection with the Company's two
 proposed asset sales described herein, the debtor-in-possession financing
 described herein and the Debtors' Chapter 11 cases; and pay expense
 reimbursements of up to $1,000,000 and, in the event of a closing of an
 alternative transaction in lieu of the proposed sale, a termination fee of
 $750,000 under the terms of the Asset Purchase Agreement, dated as of
 February 19, 1999, among the Debtors and CoreComm Limited (the "CoreComm
 Agreement"), described further below.  
  
      The Court also approved, on an interim basis, a debtor-in-possession
 financing facility in the approximate amount of $23 million and authorized
 the Debtors to use up to $18 million of such facility, pending final
 approval thereof, 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. A final
 hearing is scheduled for March 19 in which the Court will consider the
 Debtors' request for the use of the full debtor-in-possession financing
 committed by the debtor-in-possession participants. The motion filed with
 respect to the CoreComm Agreement seeks to grant the Debtors authority to
 sell substantially all of their assets, excluding the Company's
 Connecticut wireless subsidiaries, to CoreComm Limited ("CoreComm") for up
 to $85 million in cash plus warrants to purchase common stock of CoreComm.
 The agreement provides for approximately $25 million in cash, plus the
 warrants, to be paid at closing in addition to up to approximately $60
 million payable to the Company depending on future operating results. The
 Court set a hearing date of April 2, 1999 with respect to the CoreComm
 Agreement and any competing bids.
  
      The Court also approved procedures for obtaining additional bids for
 the assets subject to the CoreComm Agreement as well as auction procedures
 for the sale of the Company's Connecticut wireless subsidiaries.  Under the
 bidding and auction procedures approved by the Court, qualified bidders
 must complete their due diligence and submit qualified bids with respect to
 the Debtors' assets proposed to be sold to CoreComm, the Connecticut
 wireless subsidiaries or the combined assets on or prior to March 23, 1999. 
 Objections to the proposed asset sales are also due on that date.   To the
 extent that qualified bids are received, an auction will be held for the
 qualified bidders on March 30, 1999 in New York City.  In accordance with
 the order approving the bidding and auction procedures, detailed bidding
 and auction procedures were published and mailed to creditors and
 interested parties beginning on February 25. 
  
      Copies of the orders and other documents filed in the case may be
 obtained for a nominal cost directly from (i) IKON Office Solutions at 901
 North Market Street, Suite 718, Wilmington, Delaware 19801 (telephone (302)
 777-4500, facsimile (302) 777-5155); and (ii) Lason Systems, Inc., Delaware
 Legal Copy Division, at One Rodney Square, Suite 505, Wilmington, Delaware
 19801 (telephone (302) 426-5100; fax (302) 426-1503). 
  
      The organizational meeting for the Debtors' creditors was set by the
 United States Trustee for March 5, 1999 in Wilmington, Delaware. 
  
      On February 19, 1999, the Company issued the press release attached
 hereto as Exhibit 99 announcing the CoreComm Agreement and the commencement
 of the Debtors' Chapter 11 cases. 
  
  
 ITEM 5.   OTHER EVENTS 
  
      The CoreComm Agreement (as defined above) provides for the sale of
 substantially all of the assets of the Company and, except for the
 Company's Connecticut wireless subsidiaries ("USN Wireless"), of the
 Company's subsidiaries to CoreComm for up to $85 million in cash plus
 warrants to purchase a total of 350,000 shares of common stock of
 CoreComm. The agreement provides for approximately $25 million, based upon
 revenues of the Company's Ohio operations prior to closing, and the
 warrants to be paid to the Company at closing. In addition, the Company
 may receive an additional payment of up to approximately $60 million, plus
 an additional cash payment to be determined depending on revenues of the
 Company's operations, other than in Ohio, during the six month period
 ending on March 31, 2000.
  
      Under the terms of the CoreComm Agreement, the Company is obligated,
 among other things, to use all commercially reasonable efforts to conduct
 its business in the ordinary course, to meet its post-bankruptcy filing
 obligations as they become due and to fulfill its commitments to
 customers. The Company is permitted under the CoreComm Agreement to sell
 USN Wireless. The consummation of the transactions contemplated by the
 CoreComm Agreement is subject to a number of customary and other
 conditions including receipt of necessary state and federal regulatory
 approvals, maintenance of certain revenue criteria and the receipt of
 required audited consolidated financial statements of the Company. The
 CoreComm Agreement is terminable, among other events, by CoreComm if Court
 approval of the agreement is not obtained by April 23, 1999 and by either
 party if the closing shall not have occurred by May 31, 1999 (subject to
 an automatic one month extension if the closing shall not have occurred
 because of the failure to obtain the necessary regulatory approvals).
 Reimbursement by the Company of actual expenses of up to $1 million
 incurred by CoreComm in connection with the transactions contemplated by
 the CoreComm Agreement is required in certain events. A termination fee of
 $750,000 is payable to CoreComm in certain circumstances upon the
 consummation of an Alternative Transaction (as defined in the CoreComm
 Agreement).
  
      The Company, CoreComm and Merrill Lynch Global Allocation Fund, Inc.
 (together with CoreComm, the "Note Purchasers") entered into a Note
 Purchase Agreement and related agreements, dated as of February 23, 1999
 (the "Note Purchase Agreement"), providing for the sale to the Note
 Purchasers of up to approximately $23 million aggregate principal amount of
 the Company's 14% senior secured notes due June 30, 1999.  As part of the
 orders described above the Court authorized the Debtors to use up to $18
 million immediately 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.  A final
 hearing is scheduled for March 19, 1999 in which the Court will consider
 the Debtors' request for the use of the full amount of the debtor-in-
 possession financing available under the Note Purchase Agreement. 
  
      The descriptions set forth above of the CoreComm Agreement and the
 Note Purchase Agreement do not summarize all of the material provisions of
 such documents.  Copies of such documents 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 sale to CoreComm Limited, the proposed auction of the
 USN's Connecticut wireless subsidiaries, 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 agreement or to consummate an auction of the USN's
 Connecticut wireless subsidiaries; adverse developments in the timing or
 results of the Company's Chapter 11 operating plan (including the time line
 to complete to proposed sale transactions); 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             Asset Purchase Agreement, dated as of
                               February 19, 1999, by and among the Company,
                               certain of its subsidiaries and CoreComm
                               Limited. 
  
      Exhibit 10.2             Note Purchase Agreement, dated as of February
                               23, 1999, by and between USN Communications,
                               Inc. and the Purchasers listed on Annex I
                               thereto (the "Purchasers"). 
  
      Exhibit 10.3             Security Agreement, dated as of February 23,
                               1999, by and among the Purchasers, the
                               Company and certain of its subsidiaries. 
  
      Exhibit 10.4             Subsidiary Guaranty Agreement, dated as of
                               February 23, 1999, by and among the Company,
                               its subsidiaries and the Purchasers. 
  
      Exhibit 10.5             Paying Agency Agreement, dated as of February
                               23, 1999, by and between the Company, the
                               Purchasers and PricewaterHouseCoopers LLP, as
                               Paying Agent. 
  
      Exhibit 10.6             Collateral Agency Agreement, dated as of
                               February 23, 1999, by and among
                               PricewaterHouseCoopers LLP, as Collateral
                               Agent, and the Purchasers. 
  
      Exhibit 99.1             Press Release dated February 19, 1999.


                                 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 
  
  
  
                             FEBRUARY 18, 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 3.   BANKRUPTCY OR RECEIVERSHIP 
  
      On February 18, 1999, registrant USN Communications, Inc. (the
 "Company") and twelve of its subsidiaries (collectively, the "Debtors")
 filed for protection under Chapter 11 in the United States District Court
 for the District of Delaware (the "Court").  The cases have been
 consolidated for the purpose of joint administration and have been assigned
 to the Honorable Peter J. Walsh.  The consolidated caption is: In re USN
 Communications, Inc., et al., Case No. 99-383 (PJW).  At a first day
 hearing conducted on February 19, 1999 and continued on February 22, 1999,
 the Court entered nineteen orders granting authority to the Debtors to,
 among other things: honor prepetition payroll obligations; honor
 prepetition refunds or credits owed to existing customers; maintain
 existing bank accounts, cash management systems and business forms; retain
 professionals (including counsel, financial advisors and investment
 bankers) to represent the Company in connection with the Company's two
 proposed asset sales described herein, the debtor-in-possession financing
 described herein and the Debtors' Chapter 11 cases; and pay expense
 reimbursements of up to $1,000,000 and, in the event of a closing of an
 alternative transaction in lieu of the proposed sale, a termination fee of
 $750,000 under the terms of the Asset Purchase Agreement, dated as of
 February 19, 1999, among the Debtors and CoreComm Limited (the "CoreComm
 Agreement"), described further below.  
  
      The Court also approved, on an interim basis, a debtor-in-possession
 financing facility in the approximate amount of $23 million and authorized
 the Debtors to use up to $18 million of such facility, pending final
 approval thereof, 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. A final
 hearing is scheduled for March 19 in which the Court will consider the
 Debtors' request for the use of the full debtor-in-possession financing
 committed by the debtor-in-possession participants. The motion filed with
 respect to the CoreComm Agreement seeks to grant the Debtors authority to
 sell substantially all of their assets, excluding the Company's
 Connecticut wireless subsidiaries, to CoreComm Limited ("CoreComm") for up
 to $85 million in cash plus warrants to purchase common stock of CoreComm.
 The agreement provides for approximately $25 million in cash, plus the
 warrants, to be paid at closing in addition to up to approximately $60
 million payable to the Company depending on future operating results. The
 Court set a hearing date of April 2, 1999 with respect to the CoreComm
 Agreement and any competing bids.
  
      The Court also approved procedures for obtaining additional bids for
 the assets subject to the CoreComm Agreement as well as auction procedures
 for the sale of the Company's Connecticut wireless subsidiaries.  Under the
 bidding and auction procedures approved by the Court, qualified bidders
 must complete their due diligence and submit qualified bids with respect to
 the Debtors' assets proposed to be sold to CoreComm, the Connecticut
 wireless subsidiaries or the combined assets on or prior to March 23, 1999. 
 Objections to the proposed asset sales are also due on that date.   To the
 extent that qualified bids are received, an auction will be held for the
 qualified bidders on March 30, 1999 in New York City.  In accordance with
 the order approving the bidding and auction procedures, detailed bidding
 and auction procedures were published and mailed to creditors and
 interested parties beginning on February 25. 
  
      Copies of the orders and other documents filed in the case may be
 obtained for a nominal cost directly from (i) IKON Office Solutions at 901
 North Market Street, Suite 718, Wilmington, Delaware 19801 (telephone (302)
 777-4500, facsimile (302) 777-5155); and (ii) Lason Systems, Inc., Delaware
 Legal Copy Division, at One Rodney Square, Suite 505, Wilmington, Delaware
 19801 (telephone (302) 426-5100; fax (302) 426-1503). 
  
      The organizational meeting for the Debtors' creditors was set by the
 United States Trustee for March 5, 1999 in Wilmington, Delaware. 
  
      On February 19, 1999, the Company issued the press release attached
 hereto as Exhibit 99 announcing the CoreComm Agreement and the commencement
 of the Debtors' Chapter 11 cases. 
  
  
 ITEM 5.   OTHER EVENTS 
  
      The CoreComm Agreement (as defined above) provides for the sale of
 substantially all of the assets of the Company and, except for the
 Company's Connecticut wireless subsidiaries ("USN Wireless"), of the
 Company's subsidiaries to CoreComm for up to $85 million in cash plus
 warrants to purchase a total of 350,000 shares of common stock of
 CoreComm. The agreement provides for approximately $25 million, based upon
 revenues of the Company's Ohio operations prior to closing, and the
 warrants to be paid to the Company at closing. In addition, the Company
 may receive an additional payment of up to approximately $60 million, plus
 an additional cash payment to be determined depending on revenues of the
 Company's operations, other than in Ohio, during the six month period
 ending on March 31, 2000.
  
      Under the terms of the CoreComm Agreement, the Company is obligated,
 among other things, to use all commercially reasonable efforts to conduct
 its business in the ordinary course, to meet its post-bankruptcy filing
 obligations as they become due and to fulfill its commitments to
 customers. The Company is permitted under the CoreComm Agreement to sell
 USN Wireless. The consummation of the transactions contemplated by the
 CoreComm Agreement is subject to a number of customary and other
 conditions including receipt of necessary state and federal regulatory
 approvals, maintenance of certain revenue criteria and the receipt of
 required audited consolidated financial statements of the Company. The
 CoreComm Agreement is terminable, among other events, by CoreComm if Court
 approval of the agreement is not obtained by April 23, 1999 and by either
 party if the closing shall not have occurred by May 31, 1999 (subject to
 an automatic one month extension if the closing shall not have occurred
 because of the failure to obtain the necessary regulatory approvals).
 Reimbursement by the Company of actual expenses of up to $1 million
 incurred by CoreComm in connection with the transactions contemplated by
 the CoreComm Agreement is required in certain events. A termination fee of
 $750,000 is payable to CoreComm in certain circumstances upon the
 consummation of an Alternative Transaction (as defined in the CoreComm
 Agreement).
  
      The Company, CoreComm and Merrill Lynch Global Allocation Fund, Inc.
 (together with CoreComm, the "Note Purchasers") entered into a Note
 Purchase Agreement and related agreements, dated as of February 23, 1999
 (the "Note Purchase Agreement"), providing for the sale to the Note
 Purchasers of up to approximately $23 million aggregate principal amount of
 the Company's 14% senior secured notes due June 30, 1999.  As part of the
 orders described above the Court authorized the Debtors to use up to $18
 million immediately 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.  A final
 hearing is scheduled for March 19, 1999 in which the Court will consider
 the Debtors' request for the use of the full amount of the debtor-in-
 possession financing available under the Note Purchase Agreement. 
  
      The descriptions set forth above of the CoreComm Agreement and the
 Note Purchase Agreement do not summarize all of the material provisions of
 such documents.  Copies of such documents 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 sale to CoreComm Limited, the proposed auction of the
 USN's Connecticut wireless subsidiaries, 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 agreement or to consummate an auction of the USN's
 Connecticut wireless subsidiaries; adverse developments in the timing or
 results of the Company's Chapter 11 operating plan (including the time line
 to complete to proposed sale transactions); 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             Asset Purchase Agreement, dated as of
                               February 19, 1999, by and among the Company,
                               certain of its subsidiaries and CoreComm
                               Limited. 
  
      Exhibit 10.2             Note Purchase Agreement, dated as of February
                               23, 1999, by and between USN Communications,
                               Inc. and the Purchasers listed on Annex I
                               thereto (the "Purchasers"). 
  
      Exhibit 10.3             Security Agreement, dated as of February 23,
                               1999, by and among the Purchasers, the
                               Company and certain of its subsidiaries. 
  
      Exhibit 10.4             Subsidiary Guaranty Agreement, dated as of
                               February 23, 1999, by and among the Company,
                               its subsidiaries and the Purchasers. 
  
      Exhibit 10.5             Paying Agency Agreement, dated as of February
                               23, 1999, by and between the Company, the
                               Purchasers and PricewaterHouseCoopers LLP, as
                               Paying Agent. 
  
      Exhibit 10.6             Collateral Agency Agreement, dated as of
                               February 23, 1999, by and among
                               PricewaterHouseCoopers LLP, as Collateral
                               Agent, and the Purchasers. 
  
      Exhibit 99.1             Press Release dated February 19, 1999.

                                 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