content: 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 25, 1999      (March 12, 1999)
  
                                     Xceed Inc.
               (Exact name of registrant as specified in its charter)
  
                                      Delaware
                   (State or Other Jurisdiction of Incorporation)
  
         0-13049                                       13-3006788
  (Commission File Number)                    (I.R.S. Employer Identification No.)
  
                    488 Madison Avenue, New York, New York 10022
                (Address and zip code of principal executive offices)
  
                                    212-753-5511
                           (Registrant's telephone Number)
  
  
  
  <PAGE>
  
  
  
  ITEM 5.  Other Events
  
           Pursuant  to a Notice  of  Redemption  issued by the  Company  advising
  holders of the Company's  outstanding  Redeemable Class B Warrants (the "Class B
  Warrants") that the Class B Warrants would be redeemed on February 22, 1999, the
  Company  has now been  advised by American  Stock  Transfer  and Trust Co.,  the
  warrant agent,  that 1,811,923 Class B Warrants were exercised by holders of the
  Class B Warrants  prior to the  redemption  date.  The  Company  received  gross
  proceeds from the exercise of the Class B Warrants of $10,819,038.  The proceeds
  will be used for working capital purposes and possible future acquisitions.  The
  holders of the Class B Warrants,  upon their exercise,  were entitled to receive
  one (1) share of the Company's common stock. As a result, the Company has issued
  1,811,923  shares of its common  stock  pursuant to the  exercise of the Class B
  Warrants.
  
                                     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.
  
  
                                         Xceed Inc.
                                         (Registrant)
  
                                         By: /s/ Werner Haase 
                                             Werner Haase, President
  
  DATED:  March 25, 1999
  
  
                                          2
  
  
  <PAGE>
  
  
  Exhibits
  
  20(g)    Notice of Redemption dated January 22, 1999  (incorporated by reference
           from the  Company's  Form 8-K filed with the  Commission on January 28,
           1999).
  
  
  
  
                                          3
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "8-K", "secsgml_size_bytes": 2765}]
metadata_filer: {"company-data": {"conformed-name": "XCEED INC", "cik": "0000721176", "assigned-sic": "8742", "irs-number": "133006788", "state-of-incorporation": "DE", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-13049", "film-number": "99572914"}, "business-address": {"street1": "488 MADISON AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "2127535511"}, "mail-address": {"street1": "488 MADISON AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10022"}, "former-company": [{"former-conformed-name": "X CEED INC", "date-changed": "19980302"}, {"former-conformed-name": "WATER JEL TECHNOLOGIES INC", "date-changed": "19950425"}, {"former-conformed-name": "TRILLING MEDICAL TECHNOLOGIES INC", "date-changed": "19910715"}]}
text: 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 25, 1999      (March 12, 1999)
  
                                     Xceed Inc.
               (Exact name of registrant as specified in its charter)
  
                                      Delaware
                   (State or Other Jurisdiction of Incorporation)
  
         0-13049                                       13-3006788
  (Commission File Number)                    (I.R.S. Employer Identification No.)
  
                    488 Madison Avenue, New York, New York 10022
                (Address and zip code of principal executive offices)
  
                                    212-753-5511
                           (Registrant's telephone Number)
  ITEM 5.  Other Events
  
           Pursuant  to a Notice  of  Redemption  issued by the  Company  advising
  holders of the Company's  outstanding  Redeemable Class B Warrants (the "Class B
  Warrants") that the Class B Warrants would be redeemed on February 22, 1999, the
  Company  has now been  advised by American  Stock  Transfer  and Trust Co.,  the
  warrant agent,  that 1,811,923 Class B Warrants were exercised by holders of the
  Class B Warrants  prior to the  redemption  date.  The  Company  received  gross
  proceeds from the exercise of the Class B Warrants of $10,819,038.  The proceeds
  will be used for working capital purposes and possible future acquisitions.  The
  holders of the Class B Warrants,  upon their exercise,  were entitled to receive
  one (1) share of the Company's common stock. As a result, the Company has issued
  1,811,923  shares of its common  stock  pursuant to the  exercise of the Class B
  Warrants.
  
                                     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.
  
                                         Xceed Inc.
                                         (Registrant)
  
                                         By: /s/ Werner Haase 
                                             Werner Haase, President
  
  DATED:  March 25, 1999
  
                                          2
  Exhibits
  
  20(g)    Notice of Redemption dated January 22, 1999  (incorporated by reference
           from the  Company's  Form 8-K filed with the  Commission on January 28,
           1999).
  
                                          3