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): July 21, 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 July 21,  2005,  Euroweb  International  Corp.  (the  "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 Company 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"). The Company will utilize $6,000,000 long
term bank loan from Commerzbank Hungary ("Commerzbank") to finance the cash part
of purchase price, while $2,500,000 will be financed from existing cash on hand.

Euroweb has entered into a  Registration  Rights  Agreement  dated July 21, 2005
whereby it agreed to file a registration statement registering the Shares within
75 days from the closing and have such registration statement declared effective
within 150 days from the filing thereof. In the event that Euroweb fails to meet
its obligations to register the Shares it may be required to pay a penalty equal
to 1% of the value of the Shares on a monthly basis.

The closing of the sale of Navigator is expected to occur within five days after
the complete satisfaction of all closing conditions  including,  but not limited
to,  the  approval  of  the  Hungarian  Competition  Office  and  obtaining  the
acquisition loan from Commerzbank.  No material  relationship exists between the
Sellers  and the  Company  and/or its  affiliates,  directors,  officers  or any
associate of an officer or director.

Navigator  is  engaged  in  information  technology  outsourcing,   applications
development  and information  technology  consulting  services  primarily in the
Hungarian market. Navigator Group reported 2004 revenues of about US $8 million,
and serves to  position  the Company as a potential  IT market  consolidator  in
Hungary and Eastern  Europe.  Navigator's  client base includes  primarily large
organizations both in the corporate and institutional (public) sector.

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

            10.2

                             Registration Rights Agreement dated July 21,
                             2005

            99.1             Press Release dated July 26, 2005

<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:       July 26, 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": "05973933"}, "business-address": {"street1": "VAROSMAJOR UTCA 13", "street2": "VAROSMAJOR UTCA 13", "city": "BUDAPEST", "state": "K5", "zip": "1122", "phone": "36-1-22-44-000"}, "mail-address": {"street1": "EUROWEB INTERNATIONAL CORP", "street2": "VAROSMAJOR UTCA 13", "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): July 21, 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 July 21,  2005,  Euroweb  International  Corp.  (the  "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 Company 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"). The Company will utilize $6,000,000 long
term bank loan from Commerzbank Hungary ("Commerzbank") to finance the cash part
of purchase price, while $2,500,000 will be financed from existing cash on hand.

Euroweb has entered into a  Registration  Rights  Agreement  dated July 21, 2005
whereby it agreed to file a registration statement registering the Shares within
75 days from the closing and have such registration statement declared effective
within 150 days from the filing thereof. In the event that Euroweb fails to meet
its obligations to register the Shares it may be required to pay a penalty equal
to 1% of the value of the Shares on a monthly basis.

The closing of the sale of Navigator is expected to occur within five days after
the complete satisfaction of all closing conditions  including,  but not limited
to,  the  approval  of  the  Hungarian  Competition  Office  and  obtaining  the
acquisition loan from Commerzbank.  No material  relationship exists between the
Sellers  and the  Company  and/or its  affiliates,  directors,  officers  or any
associate of an officer or director.

Navigator  is  engaged  in  information  technology  outsourcing,   applications
development  and information  technology  consulting  services  primarily in the
Hungarian market. Navigator Group reported 2004 revenues of about US $8 million,
and serves to  position  the Company as a potential  IT market  consolidator  in
Hungary and Eastern  Europe.  Navigator's  client base includes  primarily large
organizations both in the corporate and institutional (public) sector.

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

            10.2

                             Registration Rights Agreement dated July 21,
                             2005

            99.1             Press Release dated 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:       July 26, 2005
            Budapest, Hungary