UNITED STATES
                       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

        Date of Report (date of earliest event reported): May 15, 1998

                          Commission File Number 0-9747



                       EXCALIBUR TECHNOLOGIES CORPORATION
             (Exact name of registrant as specified in its charter)



            Delaware                                       85-0278207
      (State or other jurisdiction of                   (I.R.S. Employer
      incorporation or organization)                    Identification No.)

             1921 Gallows Road, Suite 200, Vienna, Virginia        22182
                  (Address of principal executive offices)      (Zip Code)

     Registrant's telephone number, including area code: (703) 761 - 3700









Item 5. Other Events

      On  May  15,  1998,  Excalibur   Technologies   Corporation,   a  Delaware
corporation,  (the "Company"),  completed a private  placement of 325,000 shares
(the "Shares") of its common stock to an unaffiliated financial institution. The
Company  sold the shares at a purchase  price of $10.00 per share,  resulting in
proceeds to the Company of $3,250,000.  The  transaction  was placed directly by
the Company.

      The Company plans to use the proceeds to finance  ongoing  operations  and
for general corporate purposes.  Subsequent to May 15, 1999, the investor in the
private  placement  has the right to cause the  Company  to file a  registration
statement under the Securities Act of 1933 covering the Shares.  The Shares were
sold  pursuant  to an  exemption  from  the  registration  requirements  of  the
Securities Act of 1933.





                                   SIGNATURES



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, thereunto duly authorized.


                                      EXCALIBUR TECHNOLOGIES CORPORATION


                                       By:/s/Patrick C. Condo
                                         ------------------------------
                                         Patrick C. Condo
                                         President and Chief Executive Officer

Date:  May 29, 1998