SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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                                    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): February 19, 1998

                       Enteractive, Inc.
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    (Exact name of registrant as specified in its charter)


    Delaware                     1-13360           22-3272662
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(State or other jurisdiction   (Commission       (IRS Employer
     of incorporation)         File Number)   Identification No.)


     110  West 40th Street, Suite 2100, New York, New York 10018
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                    (Address of principal executive offices)


Registrant's telephone number, including area code: (212) 221-6559


                                       N/A
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         (Former name or former address, if changed since last report.)




Item 5.  Other Events.

         On February 19, 1998,  Enteractive,  Inc. (the  "Company")  completed a
private  placement of $2,000,000 of newly issued Series B Convertible  Preferred
Stock,  $.01 par value.  The  Company  issued a press  release  relating  to the
private placement which is attached hereto as an exhibit.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

    (c)  Exhibits.

    99.1      Press release relating to private placement.

    99.2      Pro forma  balance  sheet of the Company as of January 31, 1998 to
              reflect the receipt of the  proceeds  from the private  placement.
              Such  pro  forma  balance  sheet  is  unaudited  and is  based  on
              information  from the books and records of the Company and certain
              information  and  footnote   disclosures   normally   included  in
              financial   statements   prepared  in  accordance  with  generally
              accepted   accounting   principles  or  in  accordance   with  the
              instructions  to Form 10-QSB have been omitted.  The proceeds from
              the private placement will be reflected in the balance sheet to be
              included in the Company's Form 10-QSB for the fiscal quarter ended
              February 28, 1998.

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                                    SIGNATURE


         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 hereunto duly authorized.


                                       ENTERACTIVE, INC.



Dated: February 20, 1998               By:  /s/ Kenneth Gruber
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                                            Name:  Kenneth Gruber
                                            Title: Chief Financial Officer
                                                   and Secretary


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