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

                                  June 24, 1999
                Date of Report (Date of earliest event reported)

                             FIDELITY HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

            Nevada                   000-29182                 11-3292094
      (State or other               (Commission              (IRS Employer
jurisdiction of incorporation)      File Number)            Identification No.)

                  80-02 Kew Gardens Road, Kew Gardens, NY 11415
               (Address of principal executive offices) (Zip Code)

       (Registrant's telephone number, including area code): 718/520-6500

<PAGE>

                           PART II. OTHER INFORMATION

Item 5. OTHER EVENTS

On June 24, 1999, Fidelity Holdings, Inc. (the "Company") entered into an
agreement with three investors, pursuant to which the Company will have the
right or obligation to sell, under certain circumstances, in a series of private
placement transactions, up to $20.0 million of the Company's common stock (the
"Common Stock") and warrants in three tranches. Pursuant to a Securities
Purchase Agreement (the "Agreement"), the first tranche closed on June 24, 1999
and the Company sold an aggregate of 285,714 shares of common stock for an
aggregate of $6,000,000 or $21 per share. Shares issued upon closing of
subsequent tranches, if any, will be priced at 105% of the average closing bid
price of the Common Stock for the five trading days preceding the applicable
closing date.

Under the terms of the Agreement and the adjustable warrant issued in connection
with the Agreement, the purchasers will be entitled to acquire additional shares
exercisable at $.01 per share, pursuant to a "reset" formula which takes into
account the market price of the Common Stock at future dates, commencing 40
trading days after the date on which the purchasers may resell the shares
pursuant to a registration statement (the "Effectiveness Date"). There are three
reset periods for the adjustable warrant issued in connection with each tranche,
covering 34%, 33% and 33%, respectively of the number of shares issued on the
applicable tranche closing date. The first reset period is 40 trading days after
the effective date of a registration statement to be filed in connection with
that tranche. The second reset period is the 40 trading days beginning after the
end of the first reset period. The third reset period is 40 trading days
beginning after the end of the second reset period. The number of shares to be
issued during each reset period is calculated by (a) multiplying the number of
shares subject to price adjustment by (b) an amount equal to 115% of the
applicable tranche purchase price less the reset price and dividing the result
by the reset price. For each reset period, the reset price is the average of the
lowest ten trading days' closing bid prices during the preceding 40 trading-day
period. In the event that the reset price for any reset period is less than
$14.00 per share (the "Floor Price") the adjustable warrant will vest with
respect to shares up to the floor price (the "Initial Shares") and with respect
to shares whose vesting would exceed the number of Initial Shares, the Company
will have the option of paying cash in lieu of issuing such Initial Shares at
the amount equal to the difference between the reset price and $14.00. The
adjustable warrants will cease to vest in the event that, after the
Effectiveness Date, the average market price of the Common Stock exceeds $31.50
over a specified period and under certain conditions.

The Company and the purchasers have agreed that in the event an adjustment to
the number of shares of Common Stock issuable under any adjustable warrants
should result in the issuance of an amount that would exceed 19.999% of the
Common Stock outstanding on the closing date of a particular tranche, the
Company would, at the purchasers' option, either seek shareholder approval for
the issuance of such additional shares or make a cash payment to the purchasers
pursuant to a formula, which would result in the issuance of an aggregate of
less than 20% of the outstanding Common Stock.

The purchasers have agreed that, until the expiration of the final reset period
in connection with the adjustable warrants, they will not enter into certain
short sales of the Common Stock. These restrictions are set forth in the
Agreement attached as an exhibit to this report.


                                       -2-
<PAGE>

In addition, the Company issued warrants to the purchasers enabling them to
purchase up to an aggregate of 285,714 shares of common stock at a purchase
price of $23 per share, exercisable for a five-year period.

If specified closing conditions are satisfied, the Company and the purchasers
will be entitled, at either of their election, with respect to tranche two, and
upon satisfaction of certain milestones to be established with respect to
tranche three, to effect tranche two and three investments during applicable
periods ending 100 trading days after the expiration date for adjustable
warrants issued in the preceding tranche. The amount of the investment in
tranches two and three would be $7 million. The closing conditions applicable to
the second and third tranches include, among other things, that the registration
statement required to be filed by the Company with the Securities and Exchange
Commission in connection with each previous tranche has been declared effective
and remained effective prior to the closing of such tranche and (i) that the
average daily trading volume and per share market value of the Common Stock on
the Nasdaq Stock Market has met certain thresholds for the 10 trading days
preceding the applicable tranche closing date and (ii) solely with respect to
the third tranche, that certain milestones to be determined by the purchasers
have been satisfied by the Company.

The Company has entered into a Registration Rights Agreement with the purchasers
requiring the Company to register shares purchased by the purchasers pursuant to
the Agreement under the Act, as well as the shares issuable pursuant to the
exercise of the warrants issued to the purchasers. The Registration Rights
Agreement contains provisions for the payment of certain liquidated damages by
the Company in the event of failure to comply with certain of its terms.

The Company has agreed to pay certain expenses of the purchasers and an advisor
to the purchasers incurred in connection with the private placement, not to
exceed $65,000. A finder's fee of up to 5% of the purchase price, payable 2% in
cash and 3% in Common Stock, of which at least $84,000 is payable in cash, is
being paid to International Securities Corporation in connection with the
transaction. The sale was effected to the purchasers in reliance upon exemptions
provided under Section 4(2) of the Securities Act of 1933, as amended, and
Regulation D and Rule 506 promulgated thereunder.

The Company has granted a right of first refusal in favor of the purchasers with
respect to below-market, non-public issuances of its securities during the
period which commenced on June 24, 1999 and ending 180 days after the
Effectiveness Date. Securities not subject to the right of first refusal include
securities issued under the Company's stock option plans, shares issued upon
exercise of currently outstanding warrants and securities issued in connection
with strategic transactions involving the Company or in connection with certain
commercial financings. The right of first refusal shall expire with respect to
any purchaser who ceases to own at least 20% of the Common Stock issued on June
24, 1999 and the Common Stock issuable upon exercise of the warrants purchased
by it.

      Use of Proceeds

The Company is using the net proceeds from the Offering primarily to redeem 85%
of its outstanding $2,750,000 principal amount of 12% convertible subordinated
term debentures issued in January 1999 and intends to use the balance for
developmental activities in its telecommunications and plastics divisions, and
also for working capital purposes of the Company and its subsidiaries, including
the possible acquisition of additional car dealerships.


                                       -3-
<PAGE>

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

      (C) Exhibits

            The following exhibits, from which schedules and exhibits have been
omitted and will be furnished to the Commission upon its request, are filed with
this report on Form 8-K.

4.14  --    Form of Closing Warrant

4.15  --    Form of Adjustable Warrant

10.63 --    Letter Agreement, dated as of June 24,1999, by and among Fidelity
            Holdings, Inc. and Strong River Investments, Inc., Bay Harbor
            Investments, Inc. and Augusta Street LLC.

10.64 --    Securities Purchase Agreement dated as of June 24,1999, by and among
            Fidelity Holdings, Inc. and Strong River Investments, Inc., Bay
            Harbor Investments, Inc. and Augusta Street LLC.

10.65 --    Registration Rights Agreement dated as of June 24,1999, by and among
            Fidelity Holdings, Inc. and Strong River Investments, Inc., Bay
            Harbor Investments, Inc. and Augusta Street LLC.

                                    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.

                                                   FIDELITY HOLDINGS, INC.
                                                       (Registrant)


                                                   /s/ Doron Cohen
                                                   -----------------------------
                                                   Doron Cohen, President

Dated: July 2, 1999


                                       -4-
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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

                                  June 24, 1999
                Date of Report (Date of earliest event reported)

                             FIDELITY HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

            Nevada                   000-29182                 11-3292094
      (State or other               (Commission              (IRS Employer
jurisdiction of incorporation)      File Number)            Identification No.)

                  80-02 Kew Gardens Road, Kew Gardens, NY 11415
               (Address of principal executive offices) (Zip Code)

       (Registrant's telephone number, including area code): 718/520-6500
PART II. OTHER INFORMATION

Item 5. OTHER EVENTS

On June 24, 1999, Fidelity Holdings, Inc. (the "Company") entered into an
agreement with three investors, pursuant to which the Company will have the
right or obligation to sell, under certain circumstances, in a series of private
placement transactions, up to $20.0 million of the Company's common stock (the
"Common Stock") and warrants in three tranches. Pursuant to a Securities
Purchase Agreement (the "Agreement"), the first tranche closed on June 24, 1999
and the Company sold an aggregate of 285,714 shares of common stock for an
aggregate of $6,000,000 or $21 per share. Shares issued upon closing of
subsequent tranches, if any, will be priced at 105% of the average closing bid
price of the Common Stock for the five trading days preceding the applicable
closing date.

Under the terms of the Agreement and the adjustable warrant issued in connection
with the Agreement, the purchasers will be entitled to acquire additional shares
exercisable at $.01 per share, pursuant to a "reset" formula which takes into
account the market price of the Common Stock at future dates, commencing 40
trading days after the date on which the purchasers may resell the shares
pursuant to a registration statement (the "Effectiveness Date"). There are three
reset periods for the adjustable warrant issued in connection with each tranche,
covering 34%, 33% and 33%, respectively of the number of shares issued on the
applicable tranche closing date. The first reset period is 40 trading days after
the effective date of a registration statement to be filed in connection with
that tranche. The second reset period is the 40 trading days beginning after the
end of the first reset period. The third reset period is 40 trading days
beginning after the end of the second reset period. The number of shares to be
issued during each reset period is calculated by (a) multiplying the number of
shares subject to price adjustment by (b) an amount equal to 115% of the
applicable tranche purchase price less the reset price and dividing the result
by the reset price. For each reset period, the reset price is the average of the
lowest ten trading days' closing bid prices during the preceding 40 trading-day
period. In the event that the reset price for any reset period is less than
$14.00 per share (the "Floor Price") the adjustable warrant will vest with
respect to shares up to the floor price (the "Initial Shares") and with respect
to shares whose vesting would exceed the number of Initial Shares, the Company
will have the option of paying cash in lieu of issuing such Initial Shares at
the amount equal to the difference between the reset price and $14.00. The
adjustable warrants will cease to vest in the event that, after the
Effectiveness Date, the average market price of the Common Stock exceeds $31.50
over a specified period and under certain conditions.

The Company and the purchasers have agreed that in the event an adjustment to
the number of shares of Common Stock issuable under any adjustable warrants
should result in the issuance of an amount that would exceed 19.999% of the
Common Stock outstanding on the closing date of a particular tranche, the
Company would, at the purchasers' option, either seek shareholder approval for
the issuance of such additional shares or make a cash payment to the purchasers
pursuant to a formula, which would result in the issuance of an aggregate of
less than 20% of the outstanding Common Stock.

The purchasers have agreed that, until the expiration of the final reset period
in connection with the adjustable warrants, they will not enter into certain
short sales of the Common Stock. These restrictions are set forth in the
Agreement attached as an exhibit to this report.

                                       -2-
In addition, the Company issued warrants to the purchasers enabling them to
purchase up to an aggregate of 285,714 shares of common stock at a purchase
price of $23 per share, exercisable for a five-year period.

If specified closing conditions are satisfied, the Company and the purchasers
will be entitled, at either of their election, with respect to tranche two, and
upon satisfaction of certain milestones to be established with respect to
tranche three, to effect tranche two and three investments during applicable
periods ending 100 trading days after the expiration date for adjustable
warrants issued in the preceding tranche. The amount of the investment in
tranches two and three would be $7 million. The closing conditions applicable to
the second and third tranches include, among other things, that the registration
statement required to be filed by the Company with the Securities and Exchange
Commission in connection with each previous tranche has been declared effective
and remained effective prior to the closing of such tranche and (i) that the
average daily trading volume and per share market value of the Common Stock on
the Nasdaq Stock Market has met certain thresholds for the 10 trading days
preceding the applicable tranche closing date and (ii) solely with respect to
the third tranche, that certain milestones to be determined by the purchasers
have been satisfied by the Company.

The Company has entered into a Registration Rights Agreement with the purchasers
requiring the Company to register shares purchased by the purchasers pursuant to
the Agreement under the Act, as well as the shares issuable pursuant to the
exercise of the warrants issued to the purchasers. The Registration Rights
Agreement contains provisions for the payment of certain liquidated damages by
the Company in the event of failure to comply with certain of its terms.

The Company has agreed to pay certain expenses of the purchasers and an advisor
to the purchasers incurred in connection with the private placement, not to
exceed $65,000. A finder's fee of up to 5% of the purchase price, payable 2% in
cash and 3% in Common Stock, of which at least $84,000 is payable in cash, is
being paid to International Securities Corporation in connection with the
transaction. The sale was effected to the purchasers in reliance upon exemptions
provided under Section 4(2) of the Securities Act of 1933, as amended, and
Regulation D and Rule 506 promulgated thereunder.

The Company has granted a right of first refusal in favor of the purchasers with
respect to below-market, non-public issuances of its securities during the
period which commenced on June 24, 1999 and ending 180 days after the
Effectiveness Date. Securities not subject to the right of first refusal include
securities issued under the Company's stock option plans, shares issued upon
exercise of currently outstanding warrants and securities issued in connection
with strategic transactions involving the Company or in connection with certain
commercial financings. The right of first refusal shall expire with respect to
any purchaser who ceases to own at least 20% of the Common Stock issued on June
24, 1999 and the Common Stock issuable upon exercise of the warrants purchased
by it.

      Use of Proceeds

The Company is using the net proceeds from the Offering primarily to redeem 85%
of its outstanding $2,750,000 principal amount of 12% convertible subordinated
term debentures issued in January 1999 and intends to use the balance for
developmental activities in its telecommunications and plastics divisions, and
also for working capital purposes of the Company and its subsidiaries, including
the possible acquisition of additional car dealerships.

                                       -3-
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

      (C) Exhibits

            The following exhibits, from which schedules and exhibits have been
omitted and will be furnished to the Commission upon its request, are filed with
this report on Form 8-K.

4.14  --    Form of Closing Warrant

4.15  --    Form of Adjustable Warrant

10.63 --    Letter Agreement, dated as of June 24,1999, by and among Fidelity
            Holdings, Inc. and Strong River Investments, Inc., Bay Harbor
            Investments, Inc. and Augusta Street LLC.

10.64 --    Securities Purchase Agreement dated as of June 24,1999, by and among
            Fidelity Holdings, Inc. and Strong River Investments, Inc., Bay
            Harbor Investments, Inc. and Augusta Street LLC.

10.65 --    Registration Rights Agreement dated as of June 24,1999, by and among
            Fidelity Holdings, Inc. and Strong River Investments, Inc., Bay
            Harbor Investments, Inc. and Augusta Street LLC.

                                    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.

                                                   FIDELITY HOLDINGS, INC.
                                                       (Registrant)

                                                   /s/ Doron Cohen
                                                   -----------------------------
                                                   Doron Cohen, President

Dated: July 2, 1999

                                       -4-