UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
   Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934

          Date of Report (Date of earliest reported): December 19, 2005

                           EUROWEB INTERNATIONAL CORP.
               (Exact name of registrant as specified in charter)

           Delaware                  1-1200                     13-3696015
(State or other jurisdiction      (Commission                  (IRS Employer
      of incorporation)            File Number)              Identification No.)

                       1138 Budapest, Vaci ut 141. Hungary
               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code: +36-1-8897000

                                   Copies to:
                             Gregory Sichenzia, Esq.
                            Stephen M. Fleming, Esq.
                       Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                            New York, New York 10018
                              Phone: (212) 930-9700
                               Fax: (212) 930-9725

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instructions A.2. below):

|_|   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

Item 1.01         Entry Into a Material Definitive Agreement

On December 19, 2005, Euroweb International Corp. (the "Company") entered into a
Share Purchase Agreement (the "Agreement") with Invitel  Tavkozlesi  Szolgaltato
Rt., a Hungarian joint stock company ("Invitel"). Pursuant to the Agreement, the
Company  has agreed to sell and,  Invitel  has agreed to  purchase,  100% of the
Company's  interest in the Company's two Internet and telecom related  operating
subsidiaries,  Euroweb Hungary Rt. and Euroweb Romania S.A (the "Subsidiaries").
The purchase price to be paid to the Company is USD $30,000,000 in cash of which
USD $29,400,000 is payable at closing and the remaining $600,000 is payable upon
delivery of a certificate prepared by an independent auditor identifying the net
indebtedness  of the  Subsidiaries,  which are  required  to be debt  free.  The
purchase  price  is to be  reduced  by  the  amount  of  any  debt  held  in the
Subsidiaries.  The closing of the sale of the  Subsidiaries,  of which we cannot
provide any  guarantee,  is  expected to occur  within  seven  business  days of
receipt of approval  of the  competition  office in Hungary and  approval of the
shareholders  of the Company  provided  that such date is no later than June 30,
2006.  The Company is required to take all required  action to convene a meeting
to vote on and approve the Agreement. If the Company fails to have the Agreement
approved at a  shareholders  meeting  within three  months,  the Company will be
obligated to reimburse Invitel for its expenses  associated with the acquisition
of the Subsidiaries not to exceed EUR 400,000.  No material  relationship exists
between  Invitel and the Company and/or its affiliates,  directors,  officers or
any associate of an officer or director.

The Subsidiaries provided  communications  solutions using Internet technologies
to businesses located in Hungary and Romania.

Item 9.01         Financial Statements and Exhibits

(c)      Exhibits

          Exhibit No.   Description

          10.1          Share   Purchase   Agreement  by  and  between   Euroweb
                        International  Corp. and Invitel Tavkozlesi  Szolgaltato
                        Rt.

<PAGE>

                                   SIGNATURES

      Pursuant to the  requirements  of the  Securities  Exchange Act 1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                               EUROWEB INTERNATIONAL CORPORATION

                                               By: /s/ CSABA TORO
                                                --------------------------------
                                               Name:  Csaba Toro
                                               Title: Chief Executive Officer

Date:       December 20, 2005
            Budapest, Hungary
{"company-data": {"conformed-name": "EUROWEB INTERNATIONAL CORP", "cik": "0000905428", "assigned-sic": "7373", "irs-number": "133696015", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-12000", "film-number": "051278300"}, "business-address": {"street1": "VAROSMAJOR UTCA 13", "street2": "VAROSMAJOR UTCA 13", "city": "BUDAPEST", "state": "K5", "zip": "1122", "phone": "36-1-8897000"}, "mail-address": {"street1": "EUROWEB INTERNATIONAL CORP", "street2": "1138 BUDAPEST VACI UT 141", "city": "BUDAPEST", "state": "K5", "zip": "1122"}, "former-company": {"former-conformed-name": "HUNGARIAN TELECONSTRUCT CORP", "date-changed": "19950207"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
   Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934

          Date of Report (Date of earliest reported): December 19, 2005

                           EUROWEB INTERNATIONAL CORP.
               (Exact name of registrant as specified in charter)

           Delaware                  1-1200                     13-3696015
(State or other jurisdiction      (Commission                  (IRS Employer
      of incorporation)            File Number)              Identification No.)

                       1138 Budapest, Vaci ut 141. Hungary
               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code: +36-1-8897000

                                   Copies to:
                             Gregory Sichenzia, Esq.
                            Stephen M. Fleming, Esq.
                       Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                            New York, New York 10018
                              Phone: (212) 930-9700
                               Fax: (212) 930-9725

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instructions A.2. below):

|_|   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))
Item 1.01         Entry Into a Material Definitive Agreement

On December 19, 2005, Euroweb International Corp. (the "Company") entered into a
Share Purchase Agreement (the "Agreement") with Invitel  Tavkozlesi  Szolgaltato
Rt., a Hungarian joint stock company ("Invitel"). Pursuant to the Agreement, the
Company  has agreed to sell and,  Invitel  has agreed to  purchase,  100% of the
Company's  interest in the Company's two Internet and telecom related  operating
subsidiaries,  Euroweb Hungary Rt. and Euroweb Romania S.A (the "Subsidiaries").
The purchase price to be paid to the Company is USD $30,000,000 in cash of which
USD $29,400,000 is payable at closing and the remaining $600,000 is payable upon
delivery of a certificate prepared by an independent auditor identifying the net
indebtedness  of the  Subsidiaries,  which are  required  to be debt  free.  The
purchase  price  is to be  reduced  by  the  amount  of  any  debt  held  in the
Subsidiaries.  The closing of the sale of the  Subsidiaries,  of which we cannot
provide any  guarantee,  is  expected to occur  within  seven  business  days of
receipt of approval  of the  competition  office in Hungary and  approval of the
shareholders  of the Company  provided  that such date is no later than June 30,
2006.  The Company is required to take all required  action to convene a meeting
to vote on and approve the Agreement. If the Company fails to have the Agreement
approved at a  shareholders  meeting  within three  months,  the Company will be
obligated to reimburse Invitel for its expenses  associated with the acquisition
of the Subsidiaries not to exceed EUR 400,000.  No material  relationship exists
between  Invitel and the Company and/or its affiliates,  directors,  officers or
any associate of an officer or director.

The Subsidiaries provided  communications  solutions using Internet technologies
to businesses located in Hungary and Romania.

Item 9.01         Financial Statements and Exhibits

(c)      Exhibits

          Exhibit No.   Description

          10.1          Share   Purchase   Agreement  by  and  between   Euroweb
                        International  Corp. and Invitel Tavkozlesi  Szolgaltato
                        Rt.
SIGNATURES

      Pursuant to the  requirements  of the  Securities  Exchange Act 1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                               EUROWEB INTERNATIONAL CORPORATION

                                               By: /s/ CSABA TORO
                                                --------------------------------
                                               Name:  Csaba Toro
                                               Title: Chief Executive Officer

Date:       December 20, 2005
            Budapest, Hungary