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): September 27, 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

Item 2.03     Creation of a Direct Financial Obligation or an Obligation under
              an Off- Balance Sheet Arrangement of a Registrant.

On July 21, 2005, Euroweb  International  Corp.  ("Euroweb") and Euroweb Hungary
Rt. ("Euroweb  Hungary"),  a wholly-owned  subsidiary of Euroweb  (collectively,
Euroweb  Hungary  and  Euroweb are  hereinafter  referred to as the  "Company"),
entered into a Sale and  Purchase  Agreement  (the  "Agreement")  with  Marivaux
Investments  Limited  ("Marivaux")  and  Graeton  Holdings  Limited  ("Graeton")
(collectively,   Marivaux  and  Graeton  are  hereinafter  referred  to  as  the
"Sellers"),  which are both registered under the laws of the Cyprus. Pursuant to
the Agreement, the Company has agreed to acquire and, the Sellers have agreed to
sell, 100% of the Seller's interest in Navigator  Informatika Rt. ("Navigator"),
a Hungarian company. In consideration for Marivaux's interest in Navigator,  the
Euroweb  Hungary will pay Marivaux USD $8,500,000 of which USD $150,000 was paid
upon signing of the Agreement  and  $8,350,000  shall be paid upon  closing.  In
addition, at closing, Euroweb shall issue Graeton 441,566 shares of common stock
of Euroweb (the "Shares"). Euroweb Hungary will utilize $6,000,000 (the "Funds")
long term bank loan from Commerzbank Hungary ("Commerzbank") to finance the cash
part of purchase  price,  while the  remaining  cash balance of the  transaction
$2,350,000 will be financed from existing cash on hand.

On September  27,  2005,  Euroweb  Hungary  entered  into a loan  contract  with
Commerzbank  pursuant  to which  Commerzbank  has  agreed  to loan the  Funds to
Euroweb  Hungary.  Euroweb Hungary is required to draw down the loan on or prior
to October 10, 2005. The interest rate in connection with the loan is BUBOR plus
2.5%.  Euroweb Hungary is required to make scheduled payments in connection with
the loan in varying amounts from $166,828 to $354,513  commencing March 31, 2006
through June 30, 2010.

As security for providing the Funds, Euroweb Hungary granted a security interest
in all of its assets,  the  assignment  of its revenue,  the  assignment  of all
future dividends payable by Navigator and the pledge of all of the securities of
Euroweb  Hungary  and  Navigator  held by  Euroweb.  Further,  in the event that
Euroweb Hungary fails to satisfy its  obligations  under the loan agreement with
Commerzbank,  Commerzbank  holds an option to acquire all of the  securities  of
Navigator.

Upon  closing  of the  loan,  the  Euroweb  Hungary  will  have  obligations  of
$6,000,000  issued to Commerzbank.  The Loan will be a debt  obligation  arising
other  than in the  ordinary  course of  business,  which  constitutes  a direct
financial obligation of the Company.

Item 9.01     Financial Statements and Exhibits

(c)   Exhibits

      Exhibit No.       Description

       10.1             Sale and  Purchase  Agreement by and between the Company
                        and the Sellers dated July 21, 2005 (1)

       10.2             Registration Rights Agreement dated July 21, 2005 (1)

<PAGE>

       10.3             Loan Agreement  dated  September 27, 2005 by and between
                        Commerzbank  Rt. and  Euroweb  International  Corp.

(1)  Incorporated  by  reference  to the Form 8-K Current  Report filed with the
Securities and Exchange Commission on July 26, 2005.

                                   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:       October 3, 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": "051116305"}, "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): September 27, 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

Item 2.03     Creation of a Direct Financial Obligation or an Obligation under
              an Off- Balance Sheet Arrangement of a Registrant.

On July 21, 2005, Euroweb  International  Corp.  ("Euroweb") and Euroweb Hungary
Rt. ("Euroweb  Hungary"),  a wholly-owned  subsidiary of Euroweb  (collectively,
Euroweb  Hungary  and  Euroweb are  hereinafter  referred to as the  "Company"),
entered into a Sale and  Purchase  Agreement  (the  "Agreement")  with  Marivaux
Investments  Limited  ("Marivaux")  and  Graeton  Holdings  Limited  ("Graeton")
(collectively,   Marivaux  and  Graeton  are  hereinafter  referred  to  as  the
"Sellers"),  which are both registered under the laws of the Cyprus. Pursuant to
the Agreement, the Company has agreed to acquire and, the Sellers have agreed to
sell, 100% of the Seller's interest in Navigator  Informatika Rt. ("Navigator"),
a Hungarian company. In consideration for Marivaux's interest in Navigator,  the
Euroweb  Hungary will pay Marivaux USD $8,500,000 of which USD $150,000 was paid
upon signing of the Agreement  and  $8,350,000  shall be paid upon  closing.  In
addition, at closing, Euroweb shall issue Graeton 441,566 shares of common stock
of Euroweb (the "Shares"). Euroweb Hungary will utilize $6,000,000 (the "Funds")
long term bank loan from Commerzbank Hungary ("Commerzbank") to finance the cash
part of purchase  price,  while the  remaining  cash balance of the  transaction
$2,350,000 will be financed from existing cash on hand.

On September  27,  2005,  Euroweb  Hungary  entered  into a loan  contract  with
Commerzbank  pursuant  to which  Commerzbank  has  agreed  to loan the  Funds to
Euroweb  Hungary.  Euroweb Hungary is required to draw down the loan on or prior
to October 10, 2005. The interest rate in connection with the loan is BUBOR plus
2.5%.  Euroweb Hungary is required to make scheduled payments in connection with
the loan in varying amounts from $166,828 to $354,513  commencing March 31, 2006
through June 30, 2010.

As security for providing the Funds, Euroweb Hungary granted a security interest
in all of its assets,  the  assignment  of its revenue,  the  assignment  of all
future dividends payable by Navigator and the pledge of all of the securities of
Euroweb  Hungary  and  Navigator  held by  Euroweb.  Further,  in the event that
Euroweb Hungary fails to satisfy its  obligations  under the loan agreement with
Commerzbank,  Commerzbank  holds an option to acquire all of the  securities  of
Navigator.

Upon  closing  of the  loan,  the  Euroweb  Hungary  will  have  obligations  of
$6,000,000  issued to Commerzbank.  The Loan will be a debt  obligation  arising
other  than in the  ordinary  course of  business,  which  constitutes  a direct
financial obligation of the Company.

Item 9.01     Financial Statements and Exhibits

(c)   Exhibits

      Exhibit No.       Description

       10.1             Sale and  Purchase  Agreement by and between the Company
                        and the Sellers dated July 21, 2005 (1)

       10.2             Registration Rights Agreement dated July 21, 2005 (1)
10.3             Loan Agreement  dated  September 27, 2005 by and between
                        Commerzbank  Rt. and  Euroweb  International  Corp.

(1)  Incorporated  by  reference  to the Form 8-K Current  Report filed with the
Securities and Exchange Commission on July 26, 2005.

                                   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:       October 3, 2005
            Budapest, Hungary