================================================================================

                       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):                    Commission File Number:
         FEBRUARY 12, 1999                                   1-10210


                            EXECUTIVE TELECARD, LTD.
             (Exact name of registrant as specified in its charter)

                 DELAWARE                             13-3486421
       (State or other jurisdiction                  (IRS Employer
             of incorporation)                  Identification Number)


                              4260 E. EVANS AVENUE
                             DENVER, COLORADO 80222
              (Address of principal executive offices) (Zip Code)


               Registrant's telephone number, including area code:
                                 (303) 691-2115


          (Former name or former address, if changed since last report)

                       1720 S. BELLAIRE STREET, 10TH FLOOR
                             DENVER, COLORADO 80222

================================================================================
<PAGE>

                            EXECUTIVE TELECARD, LTD.

ITEM 2            ACQUISITION OR DISPOSITION OF ASSETS

                  On February  12, 1999  Executive  TeleCard,  Ltd.,  a Delaware
corporation  ("EXTEL")  acquired  Telekey,  Inc.  ("Telekey"),  a privately held
Georgia corporation,  through the merger (the "Merger") of eGlobe Merger Sub No.
2, Inc., a Delaware  corporation  and a newly formed wholly owned  subsidiary of
EXTEL ("Merger Sub"), with and into Telekey. The Merger was effected pursuant to
an  Agreement  and Plan of Merger,  dated as of February 3, 1999,  among  EXTEL,
Merger Sub, Telekey and the stockholders of Telekey, which is attached hereto as
Exhibit 2.1 (the "Merger  Agreement")  and related  certificate  of merger filed
with the Georgia  Secretary  of State and  certificate  of merger filed with the
Delaware Secretary of State (the "Merger Certificates").

                  Telekey  provides   telephone  cards  for  foreign   travelers
visiting the US and Canada.  Telekey had revenues in 1998 of approximately  $4.7
million.  Telekey will operate with its  existing  management  and  personnel in
existing facilities in Atlanta, Georgia.

                  As a result of the Merger and pursuant to the Merger Agreement
and Merger Certificates, all of the shares of common stock of Telekey issued and
outstanding immediately prior to the effective time of the Merger were converted
and exchanged  for, in the aggregate,  (a) a base amount of 1,010,000  shares of
Series F Convertible  Preferred  Stock ("Series F Preferred  Stock") of EXTEL at
closing  (the  "Transfer  Shares"),  (b) up to  1,010,000  shares  of  Series  F
Preferred  Stock to be issued  two years  later or upon a change of  control  or
certain  events of  default  if they  occur  before  the end of two  years  (the
"Tranche 2 Issue Date"),  subject to Telekey's  meeting revenue and EBITDA tests
(the  "Tranche 2 Shares"),  (c)  $125,000 in cash at closing and (d)  Promissory
Notes in the original aggregate  principal amount of $150,000 issued at closing.
The rights and  preferences of the Series F Preferred Stock are set forth in the
Certificate of Designations,  Rights and Preferences of the Series F Convertible
Preferred  Stock,  which is attached  hereto as Exhibit 4.1 and the terms of the
Promissory  Notes  are set  forth  in the  form of  Promissory  Notes,  which is
attached  hereto  as  Exhibit  4.2,  and in each  case  incorporated  herein  by
reference.

                  The  shares of Series F  Preferred  Stock  will  automatically
convert  into  shares of EXTEL  Common  Stock on the earlier to occur of (a) the
first date that the 15 day average  closing  sales price of our Common  Stock is
equal to or greater  than $4.00 or (b) July 1, 2001.  EXTEL has  "guaranteed"  a
price of $4.00  per  share at  December  31,  1999 for the  Tranche  1 Shares or
December  31, 2000 (or the  Tranche 2 Issue  Date) for the Tranche 2 Shares,  as
applicable,  to recipients of the Common Stock  issuable upon the  conversion of
the Series F Preferred  Stock,  subject to Telekey's  achievement of revenue and
cash flow  objectives.  If the market  price is less than $4.00 on December  31,
1999 or the Tranche 2 Issuance Date, as applicable,  EXTEL will issue additional
shares of Common Stock upon  conversion of the Series F Preferred Stock based on
the 

                                      -2-
<PAGE>
ratio  of  $4.00  to the  market  price,  but  not  more  than an  aggregate  of
approximately  600,000 additional shares of Common Stock with respect to each of
Tranche 1 and Tranche 2.

                  The  Promissory  Notes  are  due  and  payable  in 12  monthly
installments  of $12,500  beginning  on March 5, 1999 and ending on  February 5,
2000.

                  The foregoing description of the Merger does not purport to be
complete  and is  qualified  in its  entirety  by  reference  to (a) the  Merger
Agreement  filed as Exhibit 2.1 hereto,  (b) the  Certificate  of  Designations,
Rights and Preferences of Series F Convertible Preferred Stock, filed as Exhibit
4.1 hereto, (c) the form of Promissory Notes, filed as Exhibit 4.2 hereto,  each
of which is incorporated herein by reference. A copy of the press release, dated
February 25, 1999, issued by EXTEL regarding the above-described  transaction is
attached as Exhibit 99 hereto.

ITEM 7.           FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION 
                  AND EXHIBITS

                  (a)      Financial Statements of Business Acquired.

                  It is  not  practicable  to  provide  the  required  financial
statements for Telekey at this time. The statement will be filed as soon as they
are prepared and not later than April 28, 1999.

                  (b)      Pro Forma Financial Information.

                  It is not  practicable  to  provide  the  required  pro  forma
financial  statements  for Telekey at this time.  The statement will be filed as
soon as they are prepared and not later than April 28, 1999.

                  (c)      Exhibits.

2.1               Agreement and Plan of Merger,  dated  February 3, 1999, by and
                  among Executive TeleCard,  Ltd., Telekey,  Inc., eGlobe Merger
                  Sub No. 2, Inc. and the stockholders of Telekey, Inc.

4.1               Certificate of Designations,  Rights and Preferences of Series
                  F Convertible Preferred Stock of Executive TeleCard, Ltd.

4.2               Form  of  Promissory  Notes  payable  to the  stockholders  of
                  Telekey, Inc. in the aggregate principal amount of $150,000.

99.1              Press  Release,   dated  February  25,  1999,   regarding  the
                  Agreement and Plan of Merger and the transactions contemplated
                  thereby.


                                      -3-

<PAGE>
                                    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.


                                    EXECUTIVE TELECARD, LTD.


Date:  March 1, 1999                    By:     /s/ W.P. Colin Smith, Jr.
                                                -------------------------
                                                 W. P. Colin Smith, Jr.
                                                  Vice President of Legal
                                                   Affairs and General Counsel














                                      -4-
<PAGE>


                                  EXHIBIT INDEX

Exhibit                               Description
-------                               ------------

    2.1     Agreement and Plan of Merger,  dated  February 3, 1999, by and among
            Executive TeleCard,  Ltd.,  Telekey,  Inc., eGlobe Merger Sub No. 2,
            Inc. and the stockholders of Telekey, Inc.

    4.1     Certificate  of  Designations,  Rights and  Preferences  of Series F
            Convertible Preferred Stock of Executive TeleCard, Ltd.

    4.2     Form of  Promissory  Notes payable to the  stockholders  of Telekey,
            Inc. in the aggregate principal amount of $150,000.

    99.1    Press Release dated  February 25, 1998 relating to the Agreement and
            Plan of Merger and the transactions contemplated thereby



















                                      -5-
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================================================================================

                       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):                    Commission File Number:
         FEBRUARY 12, 1999                                   1-10210

                            EXECUTIVE TELECARD, LTD.
             (Exact name of registrant as specified in its charter)

                 DELAWARE                             13-3486421
       (State or other jurisdiction                  (IRS Employer
             of incorporation)                  Identification Number)

                              4260 E. EVANS AVENUE
                             DENVER, COLORADO 80222
              (Address of principal executive offices) (Zip Code)

               Registrant's telephone number, including area code:
                                 (303) 691-2115

          (Former name or former address, if changed since last report)

                       1720 S. BELLAIRE STREET, 10TH FLOOR
                             DENVER, COLORADO 80222

================================================================================
EXECUTIVE TELECARD, LTD.

ITEM 2            ACQUISITION OR DISPOSITION OF ASSETS

                  On February  12, 1999  Executive  TeleCard,  Ltd.,  a Delaware
corporation  ("EXTEL")  acquired  Telekey,  Inc.  ("Telekey"),  a privately held
Georgia corporation,  through the merger (the "Merger") of eGlobe Merger Sub No.
2, Inc., a Delaware  corporation  and a newly formed wholly owned  subsidiary of
EXTEL ("Merger Sub"), with and into Telekey. The Merger was effected pursuant to
an  Agreement  and Plan of Merger,  dated as of February 3, 1999,  among  EXTEL,
Merger Sub, Telekey and the stockholders of Telekey, which is attached hereto as
Exhibit 2.1 (the "Merger  Agreement")  and related  certificate  of merger filed
with the Georgia  Secretary  of State and  certificate  of merger filed with the
Delaware Secretary of State (the "Merger Certificates").

                  Telekey  provides   telephone  cards  for  foreign   travelers
visiting the US and Canada.  Telekey had revenues in 1998 of approximately  $4.7
million.  Telekey will operate with its  existing  management  and  personnel in
existing facilities in Atlanta, Georgia.

                  As a result of the Merger and pursuant to the Merger Agreement
and Merger Certificates, all of the shares of common stock of Telekey issued and
outstanding immediately prior to the effective time of the Merger were converted
and exchanged  for, in the aggregate,  (a) a base amount of 1,010,000  shares of
Series F Convertible  Preferred  Stock ("Series F Preferred  Stock") of EXTEL at
closing  (the  "Transfer  Shares"),  (b) up to  1,010,000  shares  of  Series  F
Preferred  Stock to be issued  two years  later or upon a change of  control  or
certain  events of  default  if they  occur  before  the end of two  years  (the
"Tranche 2 Issue Date"),  subject to Telekey's  meeting revenue and EBITDA tests
(the  "Tranche 2 Shares"),  (c)  $125,000 in cash at closing and (d)  Promissory
Notes in the original aggregate  principal amount of $150,000 issued at closing.
The rights and  preferences of the Series F Preferred Stock are set forth in the
Certificate of Designations,  Rights and Preferences of the Series F Convertible
Preferred  Stock,  which is attached  hereto as Exhibit 4.1 and the terms of the
Promissory  Notes  are set  forth  in the  form of  Promissory  Notes,  which is
attached  hereto  as  Exhibit  4.2,  and in each  case  incorporated  herein  by
reference.

                  The  shares of Series F  Preferred  Stock  will  automatically
convert  into  shares of EXTEL  Common  Stock on the earlier to occur of (a) the
first date that the 15 day average  closing  sales price of our Common  Stock is
equal to or greater  than $4.00 or (b) July 1, 2001.  EXTEL has  "guaranteed"  a
price of $4.00  per  share at  December  31,  1999 for the  Tranche  1 Shares or
December  31, 2000 (or the  Tranche 2 Issue  Date) for the Tranche 2 Shares,  as
applicable,  to recipients of the Common Stock  issuable upon the  conversion of
the Series F Preferred  Stock,  subject to Telekey's  achievement of revenue and
cash flow  objectives.  If the market  price is less than $4.00 on December  31,
1999 or the Tranche 2 Issuance Date, as applicable,  EXTEL will issue additional
shares of Common Stock upon  conversion of the Series F Preferred Stock based on
the 

                                      -2-
ratio  of  $4.00  to the  market  price,  but  not  more  than an  aggregate  of
approximately  600,000 additional shares of Common Stock with respect to each of
Tranche 1 and Tranche 2.

                  The  Promissory  Notes  are  due  and  payable  in 12  monthly
installments  of $12,500  beginning  on March 5, 1999 and ending on  February 5,
2000.

                  The foregoing description of the Merger does not purport to be
complete  and is  qualified  in its  entirety  by  reference  to (a) the  Merger
Agreement  filed as Exhibit 2.1 hereto,  (b) the  Certificate  of  Designations,
Rights and Preferences of Series F Convertible Preferred Stock, filed as Exhibit
4.1 hereto, (c) the form of Promissory Notes, filed as Exhibit 4.2 hereto,  each
of which is incorporated herein by reference. A copy of the press release, dated
February 25, 1999, issued by EXTEL regarding the above-described  transaction is
attached as Exhibit 99 hereto.

ITEM 7.           FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION 
                  AND EXHIBITS

                  (a)      Financial Statements of Business Acquired.

                  It is  not  practicable  to  provide  the  required  financial
statements for Telekey at this time. The statement will be filed as soon as they
are prepared and not later than April 28, 1999.

                  (b)      Pro Forma Financial Information.

                  It is not  practicable  to  provide  the  required  pro  forma
financial  statements  for Telekey at this time.  The statement will be filed as
soon as they are prepared and not later than April 28, 1999.

                  (c)      Exhibits.

2.1               Agreement and Plan of Merger,  dated  February 3, 1999, by and
                  among Executive TeleCard,  Ltd., Telekey,  Inc., eGlobe Merger
                  Sub No. 2, Inc. and the stockholders of Telekey, Inc.

4.1               Certificate of Designations,  Rights and Preferences of Series
                  F Convertible Preferred Stock of Executive TeleCard, Ltd.

4.2               Form  of  Promissory  Notes  payable  to the  stockholders  of
                  Telekey, Inc. in the aggregate principal amount of $150,000.

99.1              Press  Release,   dated  February  25,  1999,   regarding  the
                  Agreement and Plan of Merger and the transactions contemplated
                  thereby.

                                      -3-
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.

                                    EXECUTIVE TELECARD, LTD.

Date:  March 1, 1999                    By:     /s/ W.P. Colin Smith, Jr.
                                                -------------------------
                                                 W. P. Colin Smith, Jr.
                                                  Vice President of Legal
                                                   Affairs and General Counsel

                                      -4-
EXHIBIT INDEX

Exhibit                               Description
-------                               ------------

    2.1     Agreement and Plan of Merger,  dated  February 3, 1999, by and among
            Executive TeleCard,  Ltd.,  Telekey,  Inc., eGlobe Merger Sub No. 2,
            Inc. and the stockholders of Telekey, Inc.

    4.1     Certificate  of  Designations,  Rights and  Preferences  of Series F
            Convertible Preferred Stock of Executive TeleCard, Ltd.

    4.2     Form of  Promissory  Notes payable to the  stockholders  of Telekey,
            Inc. in the aggregate principal amount of $150,000.

    99.1    Press Release dated  February 25, 1998 relating to the Agreement and
            Plan of Merger and the transactions contemplated thereby

                                      -5-