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): February 19, 1998



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




                                                                                       
             California                           0-21819                          94-3165144
   (State or other jurisdiction of       (Commission File Number)               (I.R.S. Employer)
   incorporation or organization)                                              Identification No.)




        2560 Ninth Street, Suite 220                               94710
            Berkeley, California
  (Address of principal executive offices)                      (Zip Code)




       Registrant's telephone number, including area code: (510) 883-2160










         Item 5.  Other Events.

                  On February 19,  February  24, and  February  25, 1998,  the
                  Company  completed  the sale of  300,000,  50,000 and 50,000
                  shares  of Common  Stock for  aggregate  gross  proceeds  of
                  $600,000, $100,000, and $100,000, respectively.


         Item 7.  Exhibits.

              (a) The following Exhibit is attached hereto and filed hereby:

                  99.1     Unaudited Statement of Operations for the one month
                           ended  January 31, 1998,  and  pro-forma  unaudited
                           Balance  Sheets  as of  January  31,  1998,  giving
                           effect to the  $800,000  in  proceeds  from  Common
                           Stock sales received in February 1998







                                  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 hereunto duly authorized.

                                    HEALTHDESK CORPORATION.



  Date:  February 25, 1998          By:  /s/   Timothy S. Yamauchi
                                        ------------------------------
                                         Timothy S. Yamauchi,
                                         Chief Financial Officer, Secretary and
                                         Treasurer






                               INDEX TO EXHIBITS





                                                                                                  
                                                                                                     Sequentially
   Exhibit                                          Document                                         Numbered Page   
   -------                                          --------                                        ---------------
                                                                                                  
    99.1       Unaudited Statement of Operations for the one month ended January 31,
               1998, and pro-forma unaudited Balance Sheets as of January 31, 1998.