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): March 26, 1999

                          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

      Excalibur   Technologies   Corporation,   a  Delaware  corporation,   (the
"Company"),  is in the process of closing a private  placement of 500,000 shares
(the "Shares") of its common stock to unaffiliated accredited investors, most of
whom are  institutional  investors.  The Company expects to complete the private
placement  on or about March 29,  1999.  The Shares are being sold at a purchase
price of $10.00 per share,  resulting in expected net proceeds to the Company of
approximately $4.8 million.

      The Company plans to use the proceeds to finance  ongoing  operations  and
for general  corporate  purposes.  The Company has agreed to file a registration
statement  under the  Securities  Act of 1933 covering the Shares as promptly as
practicable  after April 30, 1999. 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/James H. Buchanan
                                   ----------------------------
                                   James H. Buchanan
                                   Chief Financial Officer

Date:  March 26, 1999