As filed with the Securities and Exchange Commission
                             on November 24, 1997
                                                     Registration No.333-_____


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                        -----------------------------
                             REGISTRATION STATEMENT
                                       ON
                                    FORM S-8
                                      UNDER
                           THE SECURITIES ACT OF 1933
                        -----------------------------



                       EXCALIBUR TECHNOLOGIES CORPORATION
               [Exact name of issuer as specified in its charter]

               Delaware                               85-0278207
   (State or other jurisdiction                     (I.R.S. Employer
   of incorporation organization)                  Identification No.)
             


                          1921 Gallows Road, Suite 200
                             Vienna, Virginia 22182
                                  703-761-3700
   (Address, including zip code, and telephone number,  including area code,
                 of registrant s principal executive offices)


            Excalibur Technologies Corporation 1995 Incentive Plan
                              (Full title of plan)


                                Patrick C. Condo
                      President and Chief Executive Officer
                          1921 Gallows Road, Suite 200
                             Vienna, Virginia 22182
                                 703-761-3700
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)


<PAGE>



                                   Copies to:
                             Robert H. Werbel, Esq.
                               Werbel & Carnelutti
                           A Professional Corporation
                                711 Fifth Avenue
                            New York, New York 10022
                                (212) 832-8300

      This Registration Statement shall hereafter become effective in accordance
with Rule 462  promulgated  under the  Securities  Act of 1933,  as amended (the
"1933 Act").


                         CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------
                                       Proposed       Proposed
                                       maximum        maximum
 Title of each class                   offering       aggregate      Amount of
   of securities to    Amount to be    price per      offering     registration
      be registered     registered      unit           price           fee
-------------------------------------------------------------------------------
Common Stock, $.01 par     193,950     $ 4.75(1)    $  921,263        $279.17
value
-------------------------------------------------------------------------------
                                         
Common Stock, $.01 par     206,050     $11.25(2)    $2,318,063        $702.44
value
-------------------------------------------------------------------------------
     Totals                400,000                  $3,239,326        $981.61
-------------------------------------------------------------------------------

(1) Calculated in accordance with Rule 457(h) under the 1933 Act, based upon the
price at which  options to  purchase  shares of common  stock have been  granted
under the Excalibur Technologies Corporation 1995 Incentive Plan.

(2) Calculated in accordance with Rule 457(h) under the 1933 Act, based upon the
last  sale  price of the  registrant's  Common  Stock as  reported  by NASDAQ on
November 20, 1997,  with respect to shares which may be issued upon the exercise
of options not yet granted under the  Excalibur  Technologies  Corporation  1995
Incentive Plan.




                                       2
<PAGE>



                                     Part I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.     Plan Information.

Item 2.     Registrant Information and Employee Plan Annual Information.

      The document(s)  containing the information  specified in this Part I will
be sent or given to  participating  employees  as  specified  by Rule  428(b)(1)
promulgated  under the 1933 Act.  Such  documents are not being filed as part of
this Registration  Statement in accordance with the rules and regulations of the
Securities and Exchange Commission (the  "Commission").  These documents and the
documents incorporated by reference into this Registration Statement pursuant to
Item 3 of Part II of this Registration Statement,  taken together,  constitute a
prospectus that meets the requirements of Section 10(a) of the 1933 Act.


                                     Part II

              INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

Item 3.     Incorporation of Documents by Reference.

      The  following  documents  which  heretofore  have been filed by Excalibur
Technologies  Corporation  (the "Company") (File No. 0-9747) with the Commission
pursuant to the  Securities  Exchange Act of 1934,  as amended (the "1934 Act"),
are incorporated by reference herein and shall be deemed to be a
part hereof:

            1. The  Company's  Annual  Report on Form 10-K for the  fiscal  year
      ended January 31, 1997.

            2. The  Company's  Quarterly  Reports on Form 10-Q for the  quarters
      ended April 30, and July 31, 1997.

            3. The Company's proxy statement dated May 29, 1997.

            4. The  description of the Company's  Common Stock  contained in the
Company's  Registration Statement on Form 8-A filed under Section 12 of the 1934
Act.



                                       3
<PAGE>



      All  documents  subsequently  filed by the  Company  with  the  Commission
pursuant to  Sections  13(a),  13(c),  14 and 15(d) of the 1934 Act prior to the
filing  of a  post-effective  amendment  to this  Registration  Statement  which
indicates that all securities  offered have been sold or which  reregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference  in this  Registration  Statement  and made a part  hereof  from their
respective dates of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

      Copies of any and all documents that have been  incorporated  by reference
herein,  other than  exhibits to such  documents,  may be obtained  upon request
without charge from the Company's Corporate  Secretary,  Excalibur  Technologies
Corporation,  1921 Gallows Road,  Suite 200, Vienna,  Virginia 22182,  telephone
number (703) 761-3700. Please specify the information
desired when making such request.


Item 4.     Description of Securities.

      The class of securities  to be offered is  registered  under Section 12 of
the 1934 Act.


Item 5.     Interests of Named Experts and Counsel.

      Not applicable.



                                       4
<PAGE>



Item 6.     Indemnification of Directors and Officers.

      Section  145 of the  General  Corporation  Law of the  State  of  Delaware
empowers  the Company to, and the By-laws of the Company  provide that it shall,
indemnify  any person who was or is a party or is  threatened to be made a party
to any threatened,  pending or completed action, suit or proceeding by reason of
the  fact  that he is or was a  director,  officer,  employee  or  agent  of the
Company,  or is or was  serving  at the  request of the  Company as a  director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or other enterprise,  against expenses,  judgments, fines and amounts paid
in settlement  actually and reasonably  incurred by him in connection  with such
action,  suit or  proceeding  if he  acted  in good  faith  and in a  manner  he
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
Company,  and,  with  respect  to any  criminal  action  or  proceeding,  had no
reasonable  cause to believe his conduct was unlawful;  except that, in the case
of an action or suit by or in the right of the Company,  no indemnification  may
be made in respect of any claim,  issue or matter as to which such person  shall
have been adjudged to be liable for negligence or misconduct in the  performance
of his duty to the  Company  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
that such  person is fairly and  reasonably  entitled  to  indemnity  for proper
expenses.

      The  Company's  By-laws  provide,  pursuant  to Section 145 of the General
Corporation  Law of the State of  Delaware,  for  indemnification  of  officers,
directors,  employees  and  agents of the  Company  and  persons  serving at the
request of the Company in such  capacities  within other business  organizations
against certain losses,  costs,  liabilities and expenses  incurred by reason of
their position with the Company or such other business organizations.

      The Company has an insurance  policy  covering the  liability and expenses
which might be incurred in connection with lawful  indemnification  of directors
and  officers  of the  Company  for  certain  liabilities  and  expenses of such
directors and officers for acts in those capacities. Such directors and officers
are also insured against certain  liabilities and expenses  incurred for acts in
such  capacities and for which they are not entitled to  indemnification  by the
Company.


Item 7.     Exemption from Registration Claimed.

      Not applicable.



                                       5
<PAGE>



Item 8.     Exhibits.

      Exhibit
      Number        Description
      ------        -----------
      4.01(a)       Certificate of Incorporation  of the Company.  Incorporated
                    by reference to Form 10-K for the fiscal ended  January 31, 
                    1990,  filed May 1, 1990.
      4.01(b)       Amendment to Certificate of Incorporation  of  the  Company.
                    Incorporated  by reference  to Form 10-K for the fiscal year
                    ended  January 31, 1997, filed April 28, 1997. 
      4.02          Bylaws of the Company. Incorporated by reference to Form
                    10-K for the fiscal year ended January 31, 1990, filed
                    May 1, 1990.
      4.03          1995 Incentive Plan.  Incorporated by reference to the Proxy
                    Statement for the 1995 Annual Meeting of Shareholders, dated
                    October 16, 1995.
      5.01          Opinion re: Legality.
      23.01         Consent of Werbel & Carnelutti, A Professional Corporation
                    (included in Exhibit 5.01).
      23.02         Consent of Arthur Andersen LLP, Independent Public 
                    Accountants.
      24.01         Power of Attorney  (included in signature pages to this 
                    Registration Statement).


Item 9.     Undertakings.

      (1) The undersigned registrant hereby undertakes:

            (a) to file,  during any  period in which  offers or sales are being
      made, a post-effective amendment to this Registration Statement:

                  (i) to include any prospectus  required by Section  10(a)(3)
            of the 1933 Act;

                  (ii) to reflect in the  prospectus any facts or events arising
            after the effective date of this Registration Statement (or the most
            recent post-effective  amendment thereof) which,  individually or in
            the aggregate, represent a fundamental change in the information set
            forth in this Registration Statement;

                  (iii) to include any material  information with respect to the
            plan of distribution not previously  disclosed in this  Registration
            Statement  or any  material  change  to  such  information  in  this
            Registration Statement;

                                       6
<PAGE>

      provided,  however,  that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply
      if  this  Registration  Statement  is on  Form  S-3 or  Form  S-8  and the
      information required to be included in a post-effective amendment by those
      paragraphs  is  contained  in  periodic  reports  filed by the  registrant
      pursuant  to  Section  13 or  Section  15(d)  of the  1934  Act  that  are
      incorporated by reference in this Registration Statement;

            (b) that,  for the purpose of  determining  any liability  under the
      1933 Act, each such  post-effective  amendment shall be deemed to be a new
      registration statement relating to the securities offered therein, and the
      offering of such securities at that time shall be deemed to be the initial
      bona fide offering thereof; and

            (c)  to  remove  from  registration  by  means  of a  post-effective
      amendment any of the securities  being  registered  which remain unsold at
      the termination of the offering.

      (2) The undersigned  registrant hereby undertakes that, for the purpose of
determining  any liability  under the 1933 Act, each filing of the  registrant's
annual  report  pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the 1934 Act) that is  incorporated by reference in
this Registration  Statement shall be deemed to be a new registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      (3) Insofar as indemnification  for liabilities arising under the 1933 Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy  as  expressed  in  the  1933  Act  and  is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy  as  expressed  in the  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.


                                       7
<PAGE>





                                   SIGNATURES

      Pursuant to the  requirements  of the 1933 Act, the  registrant  certifies
that it has reasonable  grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused  this  Registration  Statement  to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the Town
of Vienna, Commonwealth of Virginia, on the 20th day of November, 1997.

                              EXCALIBUR TECHNOLOGIES CORPORATION


                            By: /s/ Patrick C. Condo
                                ------------------------
                                Patrick C. Condo
                                President and Chief Executive Officer



                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each officer or director of Excalibur
Technologies  Corporation whose signature appears below constitutes and appoints
Patrick C. Condo,  and James H. Buchanan and each of them severally his true and
lawful  attorney-in-fact and agent, with full and several power of substitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments,  including post-effective  amendments and supplements to this
Registration  Statement,  and to file the same, with all exhibits  thereto,  and
other documents in connection therewith, with the Commission, granting unto said
attorney-in-fact  and agent full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully to all intents and  purposes as they or he might or could do
in person,  hereby ratifying and confirming all that said  attorneys-in-fact and
agents or his or their  substitute or substitutes may lawfully do or cause to be
done by virtue thereof.


                                       8
<PAGE>



      Pursuant to the requirements of the 1933 Act, this Registration  Statement
has been signed  below by the  following  persons in the  capacities  and on the
dates indicated.


     Signature                        Title                         Date
     ---------                        -----                         ----

/s/Patrick C. Condo        President, Chief Executive          November 20, 1997
---------------------      Officer and Director               
   Patrick C. Condo        (Principal Executive Officer)

/s/Donald R. Keough        Chairman of the Board               November 21, 1997
---------------------      of Directors
   Donald R. Keough                                              
             
/s/James H. Buchanan       Chief Financial Officer             November 19, 1997
---------------------      Secretary and Treasurer (Principal  
   James H. Buchanan       Financial and Accounting Officer)  
                        
/s/Richard M. Crooks, Jr.  Director                            November 21, 1997
-------------------------                               
   Richard M. Crooks, Jr.

/s/John S. Hendricks       Director                            November 20, 1997
-----------------------   
   John S. Hendricks

/s/John G. McMillian       Director                            November 20, 1997
---------------------                                  
   John G. McMillian

/s/Philip J. O'Reilly      Director                            November 21, 1997
---------------------                                  
   Philip J. O'Reilly

/s/Shaun C. Viguerie       Director                            November 20, 1997
---------------------                                   
   Shaun C. Viguerie


                                       9
<PAGE>




                                  EXHIBIT INDEX

      Exhibit
      Number                Description

      4.01(a)               Certificate  of  Incorporation  of the Company.  
                            Incorporated  by reference  to Form 10-K for the 
                            fiscal ended January 31, 1990, filed May 1, 1990.

      4.01(b)               Amendment to Certificate  of  Incorporation  of  the
                            Company.  Incorporated  by  reference  to Form 10-K
                            for the fiscal year ended  January 31, 1997, filed 
                            April 28, 1997.

      4.02                  Bylaws of the Company. Incorporated by reference to 
                            Form 10-K for the fiscal year ended January 31, 
                            1990, filed May 1, 1990.

      4.03                  1995 Incentive Plan.  Incorporated by reference to
                            the Proxy Statement for the 1995 Annual Meeting of
                            Shareholders, dated October 16, 1995.

      5.01                  Opinion re: Legality.

      23.01                 Consent  of Werbel &  Carnelutti,  A  Professional
                            Corporation (included in Exhibit 5.01).

      23.02                 Consent of Arthur Andersen LLP, Independent
                            Public Accountants.

      24.01                 Power of Attorney  (included in signature pages of
                            this Registration Statement).



                                       10
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "REG. OF 400,000 SHARES (1995 INCENTIVE PLAN)", "secsgml_size_bytes": 20975}]
{"company-data": {"conformed-name": "EXCALIBUR TECHNOLOGIES CORP", "cik": "0000316222", "assigned-sic": "7372", "irs-number": "850278207", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40873", "film-number": "97727119"}, "business-address": {"street1": "1921 GALLOWS ROAD", "street2": "SUITE 200", "city": "VIENNA", "state": "VA", "zip": "22182-3900", "phone": "703-761-37"}, "mail-address": {"street1": "1921 GALLOWS ROAD", "street2": "SUITE 200", "city": "VIENNA", "state": "VA", "zip": "22182-3900"}}
As filed with the Securities and Exchange Commission
                             on November 24, 1997
                                                     Registration No.333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                        -----------------------------
                             REGISTRATION STATEMENT
                                       ON
                                    FORM S-8
                                      UNDER
                           THE SECURITIES ACT OF 1933
                        -----------------------------

                       EXCALIBUR TECHNOLOGIES CORPORATION
               [Exact name of issuer as specified in its charter]

               Delaware                               85-0278207
   (State or other jurisdiction                     (I.R.S. Employer
   of incorporation organization)                  Identification No.)
             

                          1921 Gallows Road, Suite 200
                             Vienna, Virginia 22182
                                  703-761-3700
   (Address, including zip code, and telephone number,  including area code,
                 of registrant s principal executive offices)

            Excalibur Technologies Corporation 1995 Incentive Plan
                              (Full title of plan)

                                Patrick C. Condo
                      President and Chief Executive Officer
                          1921 Gallows Road, Suite 200
                             Vienna, Virginia 22182
                                 703-761-3700
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)
Copies to:
                             Robert H. Werbel, Esq.
                               Werbel & Carnelutti
                           A Professional Corporation
                                711 Fifth Avenue
                            New York, New York 10022
                                (212) 832-8300

      This Registration Statement shall hereafter become effective in accordance
with Rule 462  promulgated  under the  Securities  Act of 1933,  as amended (the
"1933 Act").

                         CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------
                                       Proposed       Proposed
                                       maximum        maximum
 Title of each class                   offering       aggregate      Amount of
   of securities to    Amount to be    price per      offering     registration
      be registered     registered      unit           price           fee
-------------------------------------------------------------------------------
Common Stock, $.01 par     193,950     $ 4.75(1)    $  921,263        $279.17
value
-------------------------------------------------------------------------------
                                         
Common Stock, $.01 par     206,050     $11.25(2)    $2,318,063        $702.44
value
-------------------------------------------------------------------------------
     Totals                400,000                  $3,239,326        $981.61
-------------------------------------------------------------------------------

(1) Calculated in accordance with Rule 457(h) under the 1933 Act, based upon the
price at which  options to  purchase  shares of common  stock have been  granted
under the Excalibur Technologies Corporation 1995 Incentive Plan.

(2) Calculated in accordance with Rule 457(h) under the 1933 Act, based upon the
last  sale  price of the  registrant's  Common  Stock as  reported  by NASDAQ on
November 20, 1997,  with respect to shares which may be issued upon the exercise
of options not yet granted under the  Excalibur  Technologies  Corporation  1995
Incentive Plan.

                                       2
Part I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.     Plan Information.

Item 2.     Registrant Information and Employee Plan Annual Information.

      The document(s)  containing the information  specified in this Part I will
be sent or given to  participating  employees  as  specified  by Rule  428(b)(1)
promulgated  under the 1933 Act.  Such  documents are not being filed as part of
this Registration  Statement in accordance with the rules and regulations of the
Securities and Exchange Commission (the  "Commission").  These documents and the
documents incorporated by reference into this Registration Statement pursuant to
Item 3 of Part II of this Registration Statement,  taken together,  constitute a
prospectus that meets the requirements of Section 10(a) of the 1933 Act.

                                     Part II

              INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

Item 3.     Incorporation of Documents by Reference.

      The  following  documents  which  heretofore  have been filed by Excalibur
Technologies  Corporation  (the "Company") (File No. 0-9747) with the Commission
pursuant to the  Securities  Exchange Act of 1934,  as amended (the "1934 Act"),
are incorporated by reference herein and shall be deemed to be a
part hereof:

            1. The  Company's  Annual  Report on Form 10-K for the  fiscal  year
      ended January 31, 1997.

            2. The  Company's  Quarterly  Reports on Form 10-Q for the  quarters
      ended April 30, and July 31, 1997.

            3. The Company's proxy statement dated May 29, 1997.

            4. The  description of the Company's  Common Stock  contained in the
Company's  Registration Statement on Form 8-A filed under Section 12 of the 1934
Act.

                                       3
All  documents  subsequently  filed by the  Company  with  the  Commission
pursuant to  Sections  13(a),  13(c),  14 and 15(d) of the 1934 Act prior to the
filing  of a  post-effective  amendment  to this  Registration  Statement  which
indicates that all securities  offered have been sold or which  reregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference  in this  Registration  Statement  and made a part  hereof  from their
respective dates of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

      Copies of any and all documents that have been  incorporated  by reference
herein,  other than  exhibits to such  documents,  may be obtained  upon request
without charge from the Company's Corporate  Secretary,  Excalibur  Technologies
Corporation,  1921 Gallows Road,  Suite 200, Vienna,  Virginia 22182,  telephone
number (703) 761-3700. Please specify the information
desired when making such request.

Item 4.     Description of Securities.

      The class of securities  to be offered is  registered  under Section 12 of
the 1934 Act.

Item 5.     Interests of Named Experts and Counsel.

      Not applicable.

                                       4
Item 6.     Indemnification of Directors and Officers.

      Section  145 of the  General  Corporation  Law of the  State  of  Delaware
empowers  the Company to, and the By-laws of the Company  provide that it shall,
indemnify  any person who was or is a party or is  threatened to be made a party
to any threatened,  pending or completed action, suit or proceeding by reason of
the  fact  that he is or was a  director,  officer,  employee  or  agent  of the
Company,  or is or was  serving  at the  request of the  Company as a  director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or other enterprise,  against expenses,  judgments, fines and amounts paid
in settlement  actually and reasonably  incurred by him in connection  with such
action,  suit or  proceeding  if he  acted  in good  faith  and in a  manner  he
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
Company,  and,  with  respect  to any  criminal  action  or  proceeding,  had no
reasonable  cause to believe his conduct was unlawful;  except that, in the case
of an action or suit by or in the right of the Company,  no indemnification  may
be made in respect of any claim,  issue or matter as to which such person  shall
have been adjudged to be liable for negligence or misconduct in the  performance
of his duty to the  Company  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
that such  person is fairly and  reasonably  entitled  to  indemnity  for proper
expenses.

      The  Company's  By-laws  provide,  pursuant  to Section 145 of the General
Corporation  Law of the State of  Delaware,  for  indemnification  of  officers,
directors,  employees  and  agents of the  Company  and  persons  serving at the
request of the Company in such  capacities  within other business  organizations
against certain losses,  costs,  liabilities and expenses  incurred by reason of
their position with the Company or such other business organizations.

      The Company has an insurance  policy  covering the  liability and expenses
which might be incurred in connection with lawful  indemnification  of directors
and  officers  of the  Company  for  certain  liabilities  and  expenses of such
directors and officers for acts in those capacities. Such directors and officers
are also insured against certain  liabilities and expenses  incurred for acts in
such  capacities and for which they are not entitled to  indemnification  by the
Company.

Item 7.     Exemption from Registration Claimed.

      Not applicable.

                                       5
Item 8.     Exhibits.

      Exhibit
      Number        Description
      ------        -----------
      4.01(a)       Certificate of Incorporation  of the Company.  Incorporated
                    by reference to Form 10-K for the fiscal ended  January 31, 
                    1990,  filed May 1, 1990.
      4.01(b)       Amendment to Certificate of Incorporation  of  the  Company.
                    Incorporated  by reference  to Form 10-K for the fiscal year
                    ended  January 31, 1997, filed April 28, 1997. 
      4.02          Bylaws of the Company. Incorporated by reference to Form
                    10-K for the fiscal year ended January 31, 1990, filed
                    May 1, 1990.
      4.03          1995 Incentive Plan.  Incorporated by reference to the Proxy
                    Statement for the 1995 Annual Meeting of Shareholders, dated
                    October 16, 1995.
      5.01          Opinion re: Legality.
      23.01         Consent of Werbel & Carnelutti, A Professional Corporation
                    (included in Exhibit 5.01).
      23.02         Consent of Arthur Andersen LLP, Independent Public 
                    Accountants.
      24.01         Power of Attorney  (included in signature pages to this 
                    Registration Statement).

Item 9.     Undertakings.

      (1) The undersigned registrant hereby undertakes:

            (a) to file,  during any  period in which  offers or sales are being
      made, a post-effective amendment to this Registration Statement:

                  (i) to include any prospectus  required by Section  10(a)(3)
            of the 1933 Act;

                  (ii) to reflect in the  prospectus any facts or events arising
            after the effective date of this Registration Statement (or the most
            recent post-effective  amendment thereof) which,  individually or in
            the aggregate, represent a fundamental change in the information set
            forth in this Registration Statement;

                  (iii) to include any material  information with respect to the
            plan of distribution not previously  disclosed in this  Registration
            Statement  or any  material  change  to  such  information  in  this
            Registration Statement;

                                       6
provided,  however,  that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply
      if  this  Registration  Statement  is on  Form  S-3 or  Form  S-8  and the
      information required to be included in a post-effective amendment by those
      paragraphs  is  contained  in  periodic  reports  filed by the  registrant
      pursuant  to  Section  13 or  Section  15(d)  of the  1934  Act  that  are
      incorporated by reference in this Registration Statement;

            (b) that,  for the purpose of  determining  any liability  under the
      1933 Act, each such  post-effective  amendment shall be deemed to be a new
      registration statement relating to the securities offered therein, and the
      offering of such securities at that time shall be deemed to be the initial
      bona fide offering thereof; and

            (c)  to  remove  from  registration  by  means  of a  post-effective
      amendment any of the securities  being  registered  which remain unsold at
      the termination of the offering.

      (2) The undersigned  registrant hereby undertakes that, for the purpose of
determining  any liability  under the 1933 Act, each filing of the  registrant's
annual  report  pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the 1934 Act) that is  incorporated by reference in
this Registration  Statement shall be deemed to be a new registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      (3) Insofar as indemnification  for liabilities arising under the 1933 Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy  as  expressed  in  the  1933  Act  and  is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy  as  expressed  in the  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.

                                       7
SIGNATURES

      Pursuant to the  requirements  of the 1933 Act, the  registrant  certifies
that it has reasonable  grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused  this  Registration  Statement  to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the Town
of Vienna, Commonwealth of Virginia, on the 20th day of November, 1997.

                              EXCALIBUR TECHNOLOGIES CORPORATION

                            By: /s/ Patrick C. Condo
                                ------------------------
                                Patrick C. Condo
                                President and Chief Executive Officer

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each officer or director of Excalibur
Technologies  Corporation whose signature appears below constitutes and appoints
Patrick C. Condo,  and James H. Buchanan and each of them severally his true and
lawful  attorney-in-fact and agent, with full and several power of substitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments,  including post-effective  amendments and supplements to this
Registration  Statement,  and to file the same, with all exhibits  thereto,  and
other documents in connection therewith, with the Commission, granting unto said
attorney-in-fact  and agent full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully to all intents and  purposes as they or he might or could do
in person,  hereby ratifying and confirming all that said  attorneys-in-fact and
agents or his or their  substitute or substitutes may lawfully do or cause to be
done by virtue thereof.

                                       8
Pursuant to the requirements of the 1933 Act, this Registration  Statement
has been signed  below by the  following  persons in the  capacities  and on the
dates indicated.

     Signature                        Title                         Date
     ---------                        -----                         ----

/s/Patrick C. Condo        President, Chief Executive          November 20, 1997
---------------------      Officer and Director               
   Patrick C. Condo        (Principal Executive Officer)

/s/Donald R. Keough        Chairman of the Board               November 21, 1997
---------------------      of Directors
   Donald R. Keough                                              
             
/s/James H. Buchanan       Chief Financial Officer             November 19, 1997
---------------------      Secretary and Treasurer (Principal  
   James H. Buchanan       Financial and Accounting Officer)  
                        
/s/Richard M. Crooks, Jr.  Director                            November 21, 1997
-------------------------                               
   Richard M. Crooks, Jr.

/s/John S. Hendricks       Director                            November 20, 1997
-----------------------   
   John S. Hendricks

/s/John G. McMillian       Director                            November 20, 1997
---------------------                                  
   John G. McMillian

/s/Philip J. O'Reilly      Director                            November 21, 1997
---------------------                                  
   Philip J. O'Reilly

/s/Shaun C. Viguerie       Director                            November 20, 1997
---------------------                                   
   Shaun C. Viguerie

                                       9
EXHIBIT INDEX

      Exhibit
      Number                Description

      4.01(a)               Certificate  of  Incorporation  of the Company.  
                            Incorporated  by reference  to Form 10-K for the 
                            fiscal ended January 31, 1990, filed May 1, 1990.

      4.01(b)               Amendment to Certificate  of  Incorporation  of  the
                            Company.  Incorporated  by  reference  to Form 10-K
                            for the fiscal year ended  January 31, 1997, filed 
                            April 28, 1997.

      4.02                  Bylaws of the Company. Incorporated by reference to 
                            Form 10-K for the fiscal year ended January 31, 
                            1990, filed May 1, 1990.

      4.03                  1995 Incentive Plan.  Incorporated by reference to
                            the Proxy Statement for the 1995 Annual Meeting of
                            Shareholders, dated October 16, 1995.

      5.01                  Opinion re: Legality.

      23.01                 Consent  of Werbel &  Carnelutti,  A  Professional
                            Corporation (included in Exhibit 5.01).

      23.02                 Consent of Arthur Andersen LLP, Independent
                            Public Accountants.

      24.01                 Power of Attorney  (included in signature pages of
                            this Registration Statement).

                                       10