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



                                January 26, 1999
                Date of Report (Date of earliest event reported)



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


           Nevada                    00029182                   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 January 26, 1999, Fidelity Holdings, Inc., a Nevada corporation,
("Fidelity" or the "Company") closed on an initial $2.75 million financial
transaction as part of an overall $11.35 million debt facility. The following
summary of this transaction is qualified in its entirety by the terms of the
related agreements and instruments filed herewith as exhibits to this Form 8-K.

      The Transaction

      On January 25, 1999, the Company and its wholly owned subsidiary, Computer
Business Sciences, Inc., a Delaware corporation ("CBS") entered into a
Securities Purchase Agreement with certain purchasers named therein (the
"Purchasers"), pursuant to which the Company and CBS agreed to sell up to 2,750
Units (the "Units"), each Unit consisting of (a) in the first tranche, (i) a 12%
Convertible Debenture of the Company in the principal amount of One Thousand
Dollars ($1,000) of the Company (the "Debentures"), convertible on certain terms
and conditions into shares of the Company's common stock, par value $0.01 per
share (the "Common Stock"), (ii) 36.3636 shares of Common Stock, (iii) warrants
(the "Warrants") to acquire 83.3333 shares of Common Stock and (iv) warrants
(the "CBS Warrants") to acquire 25.4545 shares of common stock, par value $0.01
per share, of CBS (the "CBS Shares"), and (b), in the second tranche, (i) a
Debenture in the principal amount of One Thousand Five Hundred Sixty-Three and
64/100 Dollars ($1,563.64) and (ii) Warrants to acquire 130.3030 shares of
Common Stock and (c) in the third tranche, (i) Debentures in an aggregate
principal amount of One Thousand Five Hundred Sixty-Three and 64/100 Dollars
($1,563.64) and (ii) Warrants to purchase 130.3030 shares of Common Stock. The
shares of Common Stock issuable upon conversion of or otherwise pursuant to the
Debentures are referred to herein as the "Conversion Shares" and the shares of
Common Stock issuable upon exercise of or otherwise pursuant to the Warrants are
referred to herein as the "Warrant Shares."

      The Company closed on the first tranche of $2.75 million and issued to the
Purchasers, in the aggregate, Debentures in the face amount of $2.75 million,
100,000 shares of Common Stock, Warrants to acquire 229,167 shares of Common
Stock and CBS Warrants to acquire 70,000 CBS Shares. Consummation of the second
and third tranches is conditioned upon, among other things, achievement by the
Company and CBS of certain mutually agreeable milestones and under certain
conditions, approval by the shareholders of Fidelity.

      The Debentures are convertible into Common Stock of the Company at any
time after the date of issue (subject to certain volume limitations). Upon
conversion, holders will be entitled to receive a number of shares of Common
Stock determined by dividing the outstanding principal amount of the Debentures
by a conversion price equal to the lesser of 90% of the average closing bid


                                       -2-
<PAGE>

prices for the Common Stock during a defined period prior to conversion, and
$4.20 (but in no event less than $3.00, and subject to adjustment upon the
occurrence of certain dilutive events).

      The Warrants are exercisable for shares of Common Stock of the Company.
Upon exercise, holders will be entitled to receive shares of Common Stock for an
exercise price of $4.20 per share. The Warrants will expire on January 25, 2004.

      The CBS Warrants are exercisable for shares of Common Stock of CBS. Upon
exercise, holders will be entitled to receive shares of Common Stock for an
exercise price of $0.001 per share. The CBS Warrants will expire on January 25,
2004.

      In connection with this transaction, the Company also entered into a
Registration Rights Agreement with the Purchasers under which the Company is
required to file a registration statement on Form S-3 by March 11, 1999, subject
to certain specified exceptions, covering resales of the Conversion Shares and
the Warrant Shares (the "Resale Registration Statement"). Under the Registration
Rights Agreement, the Company may be required to make certain payments to
holders of the Debentures as partial damages if, among other things, the Resale
Registration Statement has not been declared effective by the Securities and
Exchange Commission on or before July 9, 1999, subject to certain specified
exceptions.

      The net proceeds to the Company after payment of closing fees and expenses
is $2,455,250. In connection with the placement of the Debentures, the Company
also issued to Zanett Securities Corporation, the placement agent for the
transaction (the "Placement Agent"), and its assignees, 50,000 shares of the
Company's Common Stock, 30,000 shares of CBS Common Stock and warrants to
purchase an aggregate of 114,583 shares of Common Stock at an exercise price
equal to $4.20 per share, which contain the same restrictions as the Warrants.
All of the shares underlying the Placement Agent warrants must be included in
the Resale Registration Statement.

      Use of Proceeds

      The Company intends to use the net proceeds from the Offering primarily
for developmental activities in its telecommunications and plastics divisions,
and also for working capital purposes of Fidelity and CBS, including the
possible acquisition of additional car dealerships.

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.


                                       -3-
<PAGE>

4.11     -- Form of Warrant

4.12     -- Form of CBS Warrant

4.13     -- Form of Debenture

10.60    -- Placement Agent Agreement, dated as of January 25,1999, between
            Fidelity Holdings, Inc. and The Zanett Securities Corporation, 
            Claudio Guazzoni, David McCarthy, and Tony Milbank

10.61    -- Securities Purchase Agreement dated as of January 25,1999, By and
            among Fidelity Holdings, Inc., Computer Business Sciences, Inc.,
            Zanett Lombardier, Ltd., Goldman Sachs Performance Partners, L.P.,
            Goldman Sachs Performance Partners, (Offshore) L.P., David McCarthy
            and Bruno Guazzoni.

10.62    -- Registration Rights Agreement dated as of January 25,1999, by and
            among Fidelity Holdings, Inc., Zanett Lombardier, Ltd., Goldman
            Sachs Performance Partners, L.P., Goldman Sachs Performance
            Partners, (Offshore) L.P., David McCarthy and Bruno Guazzoni.


                                    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: February 3, 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

                                January 26, 1999
                Date of Report (Date of earliest event reported)

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

           Nevada                    00029182                   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 January 26, 1999, Fidelity Holdings, Inc., a Nevada corporation,
("Fidelity" or the "Company") closed on an initial $2.75 million financial
transaction as part of an overall $11.35 million debt facility. The following
summary of this transaction is qualified in its entirety by the terms of the
related agreements and instruments filed herewith as exhibits to this Form 8-K.

      The Transaction

      On January 25, 1999, the Company and its wholly owned subsidiary, Computer
Business Sciences, Inc., a Delaware corporation ("CBS") entered into a
Securities Purchase Agreement with certain purchasers named therein (the
"Purchasers"), pursuant to which the Company and CBS agreed to sell up to 2,750
Units (the "Units"), each Unit consisting of (a) in the first tranche, (i) a 12%
Convertible Debenture of the Company in the principal amount of One Thousand
Dollars ($1,000) of the Company (the "Debentures"), convertible on certain terms
and conditions into shares of the Company's common stock, par value $0.01 per
share (the "Common Stock"), (ii) 36.3636 shares of Common Stock, (iii) warrants
(the "Warrants") to acquire 83.3333 shares of Common Stock and (iv) warrants
(the "CBS Warrants") to acquire 25.4545 shares of common stock, par value $0.01
per share, of CBS (the "CBS Shares"), and (b), in the second tranche, (i) a
Debenture in the principal amount of One Thousand Five Hundred Sixty-Three and
64/100 Dollars ($1,563.64) and (ii) Warrants to acquire 130.3030 shares of
Common Stock and (c) in the third tranche, (i) Debentures in an aggregate
principal amount of One Thousand Five Hundred Sixty-Three and 64/100 Dollars
($1,563.64) and (ii) Warrants to purchase 130.3030 shares of Common Stock. The
shares of Common Stock issuable upon conversion of or otherwise pursuant to the
Debentures are referred to herein as the "Conversion Shares" and the shares of
Common Stock issuable upon exercise of or otherwise pursuant to the Warrants are
referred to herein as the "Warrant Shares."

      The Company closed on the first tranche of $2.75 million and issued to the
Purchasers, in the aggregate, Debentures in the face amount of $2.75 million,
100,000 shares of Common Stock, Warrants to acquire 229,167 shares of Common
Stock and CBS Warrants to acquire 70,000 CBS Shares. Consummation of the second
and third tranches is conditioned upon, among other things, achievement by the
Company and CBS of certain mutually agreeable milestones and under certain
conditions, approval by the shareholders of Fidelity.

      The Debentures are convertible into Common Stock of the Company at any
time after the date of issue (subject to certain volume limitations). Upon
conversion, holders will be entitled to receive a number of shares of Common
Stock determined by dividing the outstanding principal amount of the Debentures
by a conversion price equal to the lesser of 90% of the average closing bid

                                       -2-
prices for the Common Stock during a defined period prior to conversion, and
$4.20 (but in no event less than $3.00, and subject to adjustment upon the
occurrence of certain dilutive events).

      The Warrants are exercisable for shares of Common Stock of the Company.
Upon exercise, holders will be entitled to receive shares of Common Stock for an
exercise price of $4.20 per share. The Warrants will expire on January 25, 2004.

      The CBS Warrants are exercisable for shares of Common Stock of CBS. Upon
exercise, holders will be entitled to receive shares of Common Stock for an
exercise price of $0.001 per share. The CBS Warrants will expire on January 25,
2004.

      In connection with this transaction, the Company also entered into a
Registration Rights Agreement with the Purchasers under which the Company is
required to file a registration statement on Form S-3 by March 11, 1999, subject
to certain specified exceptions, covering resales of the Conversion Shares and
the Warrant Shares (the "Resale Registration Statement"). Under the Registration
Rights Agreement, the Company may be required to make certain payments to
holders of the Debentures as partial damages if, among other things, the Resale
Registration Statement has not been declared effective by the Securities and
Exchange Commission on or before July 9, 1999, subject to certain specified
exceptions.

      The net proceeds to the Company after payment of closing fees and expenses
is $2,455,250. In connection with the placement of the Debentures, the Company
also issued to Zanett Securities Corporation, the placement agent for the
transaction (the "Placement Agent"), and its assignees, 50,000 shares of the
Company's Common Stock, 30,000 shares of CBS Common Stock and warrants to
purchase an aggregate of 114,583 shares of Common Stock at an exercise price
equal to $4.20 per share, which contain the same restrictions as the Warrants.
All of the shares underlying the Placement Agent warrants must be included in
the Resale Registration Statement.

      Use of Proceeds

      The Company intends to use the net proceeds from the Offering primarily
for developmental activities in its telecommunications and plastics divisions,
and also for working capital purposes of Fidelity and CBS, including the
possible acquisition of additional car dealerships.

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.

                                       -3-
4.11     -- Form of Warrant

4.12     -- Form of CBS Warrant

4.13     -- Form of Debenture

10.60    -- Placement Agent Agreement, dated as of January 25,1999, between
            Fidelity Holdings, Inc. and The Zanett Securities Corporation, 
            Claudio Guazzoni, David McCarthy, and Tony Milbank

10.61    -- Securities Purchase Agreement dated as of January 25,1999, By and
            among Fidelity Holdings, Inc., Computer Business Sciences, Inc.,
            Zanett Lombardier, Ltd., Goldman Sachs Performance Partners, L.P.,
            Goldman Sachs Performance Partners, (Offshore) L.P., David McCarthy
            and Bruno Guazzoni.

10.62    -- Registration Rights Agreement dated as of January 25,1999, by and
            among Fidelity Holdings, Inc., Zanett Lombardier, Ltd., Goldman
            Sachs Performance Partners, L.P., Goldman Sachs Performance
            Partners, (Offshore) L.P., David McCarthy and Bruno Guazzoni.

                                    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: February 3, 1999

                                       -4-