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: February 14, 2002

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

Delaware                            0-23723              98-0166007
(State or Other Jurisdiction        Commission File      IRS Employer
of Incorporation)                   Number)              Identification No.)

               1033 Beacon Street, Brookline, Massachusetts 02446
                    (Address of Principal Executive Offices)

                                  617-735-9395
              (Registrant's Telephone Number, including Area Code)
                               ------------------

<PAGE>

                                       2


                    INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 5. OTHER EVENTS

      Ambient Corporation (hereinafter, "Ambient" or the "Company") and
Consolidated Edison Company of New York, Inc. ("CECONY"), entered into a
Research and Development Agreement (the "Agreement"), effective as of February
7, 2002, whereby Ambient and CECONY have agreed to cooperate in the further
research and development of high-speed communication via electric power lines.
Expanding upon the informal research and development arrangement that has
existed between them for the past 18 months, the Agreement contemplates that
CECONY and Ambient will pool their efforts to further develop and test the
feasibility of Ambient's proposed high speed powerline communications technology
with the goal of commercialization of this technology.

      Under the terms of the Agreement, Ambient and CECONY will use commercially
reasonable efforts to carry out the joint development project, including the
dedication of appropriate personnel, facilities and equipment. The Agreement
contemplates that upon execution of the agreement the two parties will jointly
work to create a fully functioning powerline communication demonstration
intended to demonstrate medium voltage to low voltage connectivity at speeds,
distances and configurations that are mutually agreed upon (the "Demonstration
Phase"). Following a successful Demonstration Phase, the parties are to hold an
initial field trial designed to implement and evaluate connectivity/services in
a trial site involving a pre-designated number of residential premises or
commercial establishments being serviced by multiple transformers and a single
electric feeder (the "Small Field Trial Phase"). Following the success of the
Small Field Trial Phase, the parties are to hold an additional field trial in a
larger area being serviced by multiple transformers and multiple electric
feeders (the "Large Field Trial Phase"). Each party will individually determine
whether a phase has been successful, and the parties will mutually agree to
proceed to the next phase. Ambient and CECONY will also examine the prospects
for the commercialization of the high-speed communication technology.

      The Agreement provides that Ambient will own sole proprietary rights to
any jointly developed intellectual property.

      For purposes of completing the Demonstration Phase, under the terms of the
Agreement, CECONY has agreed to advance to Ambient, within 5 business days
following the execution of the Agreement, $325,000 (hereinafter, the "Advance").
If the Small Field Trial Phase is deemed successful by both Ambient and CECONY,
then the Advance is not repayable and, instead, will be subsumed within the
Revenue Royalty (as defined below) payable under the Agreement; otherwise, such
amount is repayable within 90 days of the completion of the Small Field Trial
Phase. In order to secure the payment of the Advance, Ambient has agreed to
grant to CECONY a first priority lien and security interest (the "Lien") in all
of Ambient's now-owned or future acquired equipment, accounts receivable and
general intangibles. Ambient has the right to substitute collateral subject to
the Lien. The Lien will be extinguished upon the parties' determination that the
Small Field Trial Phase is successful. Should Ambient decide not to proceed
beyond the Small Field Trial Phase, Ambient is obligated to make certain
additional payments to CECONY which also will be secured by the Lien. At the
present time, Ambient anticipates that it will proceed beyond the Small Field
Trial Phase.

<PAGE>

                                       3


      In consideration of CECONY's efforts, contributions and undertakings,
Ambient has agreed that, commencing such time as Ambient shall have a positive
cash flow from operations (net of cash used in operations) in accordance with
generally accepted accounting principles and continuing for 99 years (from the
date of the Agreement's execution), CECONY is entitled to receive 2.5% of
Ambient's total net revenues (hereinafter, the "Revenue Royalty"); provided,
that, at no time is Ambient required to make a Revenue Royalty payment if
following such payment it has a negative cash flow. The Revenue Royalty is
payable quarterly, in arrears and does not accrue from one quarter to any other
during periods of negative cash flow.

      The Agreement also provides that Ambient is to repay to CECONY the cost of
its in-kind contributions (consisting of among other things, labor, equipment,
testing facilities, support, etc.), to the joint development efforts; though the
aggregate cost thereof is not to exceed, in the aggregate, $100,000 for the
Demonstration Phase. Ambient is also obligated to repay to CECONY the cost of
in-kind contributions with respect to succeeding phases in amounts that are
agreed upon by Ambient. Payments are not due until completion of a phase.

      No assurance can be provided that the joint development efforts under the
Agreement will be successful or will advance the commercialization prospects of
Ambient's powerline communications technology.

      The Company continues to actively explore options available to it to raise
additional capital on an immediate basis in order to fund its operations and
realize its business plans, including those envisioned under the Agreement. No
assurance can be given that the Company will be successful in raising necessary
funds on terms and conditions acceptable to it and in amounts necessary for its
on-going operating requirements.


                                    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.

Date: February 14, 2002                     AMBIENT CORPORATION

                                            By: /s/ John Joyce,

                                            John Joyce,
                                            Chief Executive Officer
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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: February 14, 2002

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

Delaware                            0-23723              98-0166007
(State or Other Jurisdiction        Commission File      IRS Employer
of Incorporation)                   Number)              Identification No.)

               1033 Beacon Street, Brookline, Massachusetts 02446
                    (Address of Principal Executive Offices)

                                  617-735-9395
              (Registrant's Telephone Number, including Area Code)
                               ------------------
2

                    INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 5. OTHER EVENTS

      Ambient Corporation (hereinafter, "Ambient" or the "Company") and
Consolidated Edison Company of New York, Inc. ("CECONY"), entered into a
Research and Development Agreement (the "Agreement"), effective as of February
7, 2002, whereby Ambient and CECONY have agreed to cooperate in the further
research and development of high-speed communication via electric power lines.
Expanding upon the informal research and development arrangement that has
existed between them for the past 18 months, the Agreement contemplates that
CECONY and Ambient will pool their efforts to further develop and test the
feasibility of Ambient's proposed high speed powerline communications technology
with the goal of commercialization of this technology.

      Under the terms of the Agreement, Ambient and CECONY will use commercially
reasonable efforts to carry out the joint development project, including the
dedication of appropriate personnel, facilities and equipment. The Agreement
contemplates that upon execution of the agreement the two parties will jointly
work to create a fully functioning powerline communication demonstration
intended to demonstrate medium voltage to low voltage connectivity at speeds,
distances and configurations that are mutually agreed upon (the "Demonstration
Phase"). Following a successful Demonstration Phase, the parties are to hold an
initial field trial designed to implement and evaluate connectivity/services in
a trial site involving a pre-designated number of residential premises or
commercial establishments being serviced by multiple transformers and a single
electric feeder (the "Small Field Trial Phase"). Following the success of the
Small Field Trial Phase, the parties are to hold an additional field trial in a
larger area being serviced by multiple transformers and multiple electric
feeders (the "Large Field Trial Phase"). Each party will individually determine
whether a phase has been successful, and the parties will mutually agree to
proceed to the next phase. Ambient and CECONY will also examine the prospects
for the commercialization of the high-speed communication technology.

      The Agreement provides that Ambient will own sole proprietary rights to
any jointly developed intellectual property.

      For purposes of completing the Demonstration Phase, under the terms of the
Agreement, CECONY has agreed to advance to Ambient, within 5 business days
following the execution of the Agreement, $325,000 (hereinafter, the "Advance").
If the Small Field Trial Phase is deemed successful by both Ambient and CECONY,
then the Advance is not repayable and, instead, will be subsumed within the
Revenue Royalty (as defined below) payable under the Agreement; otherwise, such
amount is repayable within 90 days of the completion of the Small Field Trial
Phase. In order to secure the payment of the Advance, Ambient has agreed to
grant to CECONY a first priority lien and security interest (the "Lien") in all
of Ambient's now-owned or future acquired equipment, accounts receivable and
general intangibles. Ambient has the right to substitute collateral subject to
the Lien. The Lien will be extinguished upon the parties' determination that the
Small Field Trial Phase is successful. Should Ambient decide not to proceed
beyond the Small Field Trial Phase, Ambient is obligated to make certain
additional payments to CECONY which also will be secured by the Lien. At the
present time, Ambient anticipates that it will proceed beyond the Small Field
Trial Phase.
3

      In consideration of CECONY's efforts, contributions and undertakings,
Ambient has agreed that, commencing such time as Ambient shall have a positive
cash flow from operations (net of cash used in operations) in accordance with
generally accepted accounting principles and continuing for 99 years (from the
date of the Agreement's execution), CECONY is entitled to receive 2.5% of
Ambient's total net revenues (hereinafter, the "Revenue Royalty"); provided,
that, at no time is Ambient required to make a Revenue Royalty payment if
following such payment it has a negative cash flow. The Revenue Royalty is
payable quarterly, in arrears and does not accrue from one quarter to any other
during periods of negative cash flow.

      The Agreement also provides that Ambient is to repay to CECONY the cost of
its in-kind contributions (consisting of among other things, labor, equipment,
testing facilities, support, etc.), to the joint development efforts; though the
aggregate cost thereof is not to exceed, in the aggregate, $100,000 for the
Demonstration Phase. Ambient is also obligated to repay to CECONY the cost of
in-kind contributions with respect to succeeding phases in amounts that are
agreed upon by Ambient. Payments are not due until completion of a phase.

      No assurance can be provided that the joint development efforts under the
Agreement will be successful or will advance the commercialization prospects of
Ambient's powerline communications technology.

      The Company continues to actively explore options available to it to raise
additional capital on an immediate basis in order to fund its operations and
realize its business plans, including those envisioned under the Agreement. No
assurance can be given that the Company will be successful in raising necessary
funds on terms and conditions acceptable to it and in amounts necessary for its
on-going operating requirements.

                                    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.

Date: February 14, 2002                     AMBIENT CORPORATION

                                            By: /s/ John Joyce,

                                            John Joyce,
                                            Chief Executive Officer