As filed with the Securities and Exchange Commission
                                 on June 9, 1995

                                                   Registration No.33-89144


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                        

                        POST-EFFECTIVE AMENDMENT NO. 1 TO
                             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 of          (I.R.S. Employer
       incorporation or organization)         Identification No.)


                             9255 Towne Center Drive
                                    9th Floor
                          San Diego, California  92121
                                  619-625-7900
   (Address, including zip code, and telephone number, including area code, of
                    registrant's principal executive offices)

                   Stock Option Agreement with Richard Crooks
                   Stock Option Agreement with Douglas Johnson
                     Stock Option Agreement with Karl Minor
                 Stock Option Agreements with James W. Dowe III
                              (Full Title of plan)

                                  J.M. Kennedy
                             9255 Towne Centre Drive
                                    9th Floor
                          San Diego, California  92121
                                  619-625-7900
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                                   Copies to:
                                        
                              Jay H. Diamond, Esq.
                            Holtzmann, Wise & Shepard
                           1271 Avenue of the Americas
                            New York, New York  10020
                                 (212) 554-8000
                                        
                                        
     This registration statement shall hereafter become effective in accordance
with Rule 462 promulgated under the Securities Act of 1933, as amended.
<TABLE>
                         CALCULATION OF REGISTRATION FEE

<CAPTION>
                                                                     
                                      Proposed     Proposed          
Title of each class                   maximum       maximum     Amount of
  of securities to    Amount to be    offering     aggregate   registration
   be registered       registered    price per     offering        fee
                                        unit         price        
- --------------------  -----------  ------------  ----------    ------------
<S>         <C>         <C>         <C>          <C>           <C>
Common Stock, $.01      120,000      $8.125<F1>    $975,000      $336.21
par value
- --------------------  -----------  ------------  ----------    ------------
Common Stock, $.01       30,000      $9.54<F1>     $286,200       $98.69
par value                   
- --------------------  -----------  ------------  ----------    ------------
Common Stock, $.01       43,050     $10.88<F1>     $468,384      $161.51
par value
- --------------------  -----------  ------------  ----------    ------------
Common Stock, $.01       50,000     $15.95<F1>     $797,500      $275.00
par value                   
- --------------------  -----------  ------------  ----------    ------------
Common Stock, $.01       50,000     $16.10<F1>     $805,000      $277.59
par value
- --------------------  -----------  ------------  ----------    ------------
                        293,050                  $3,332,084    $1,149.00
- --------------------  -----------  ------------  ----------    ------------

<FN>
<F1>      Calculated in accordance with Rule 457(h) under the Securities Act,
based upon the price at which options to purchase shares of common stock have
been granted under the Agreements referenced in this Amendment.
</FN>
</TABLE>
                                        

                             PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS(1)

Item 1.   Plan Information.

Item 2.   Registrant Information and Employee Plan Annual
Information




                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents which have heretofore been filed by
Excalibur Technologies Corporation (the "Company") (File No. 0-
977) with the Securities and Exchange Commission (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, 1995.

     2.  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 Securities Exchange Act of 1934 (the "Exchange
Act").

     All documents subsequently filed by the Company with the
Commission pursuant to Section 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.

_______________________________
(1) This information is not required to be included in, and is not
incorporated by reference in, this Registration Statement.



Item 4.   Description of Securities.

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


Item 5.   Interests of Named Experts and Counsel.

          The validity of Shares of Common Stock to be offered
hereunder has been passed upon for the Company by Holtzmann, Wise
& Shepard.  As of May 30, 1995, attorneys of Holtzmann, Wise &
Shepard beneficially owned 25,000 shares of Common Stock
(including shares subject to options) of the Company.


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.

Item 8.   Exhibits.

        Exhibit      Description
        Number
        4.04         Form of Stock Option Agreement with Richard Crooks
                     
        4.05         Form of Stock Option Agreement with Douglas Johnson

        4.06         Form of Stock Option Agreement with Karl Minor
                     
        4.07         Form of Stock Option Agreements with James Dowe III
                     
        24.02        Consent of Independent Auditors



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 Securities Act of 1933;


                    (ii) to reflect in the prospectus any facts
          or events arising after the effective date of the
          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 the registration statement;

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

     provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii)
do not apply if the 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 Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement;

               (b) that, for the purpose of determining any
     liability under the Securities Act of 1933, 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 Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by
reference in the 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 Securities Act of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as
expressed in the 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 Act and will be governed by the final adjudication of such
issue.

                        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 J.M. Kennedy, David
Lambert and Jay H. Diamond and each of them severally her/his
true and lawful attorney-in-fact and agent, with full and several
power of substitution, for her/him and in her/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
Securities and Exchange 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 she/he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or her/his or
their substitute or substitutes may lawfully do or cause to be
done by virtue thereof.


                           SIGNATURES

          Pursuant to the requirements of the Securities Act of
1933, 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 Post-Effective Amendment No. 1 to
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Diego,
State of California, on the 9th day of June, 1995.

                              EXCALIBUR TECHNOLOGIES CORPORATION
                              
                              
                              
                              By:/s/David Lambert
                                 David Lambert
                                 Executive Vice President
                                 Chief Financial Officer,
                                 Treasurer
                                 and Secretary
                                 
                                 
                                 
          Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by the
following persons in the capacities indicated.

     Signature                   Title                  Date
                                                    
         *            Chief Executive Officer and   June __, 1995
J.M. Kennedy          Director (Principal           
                      Executive Officer)
                                                    
         *            Chairman of                   June __, 1995
Richard M. Crooks,    the Board of Directors        
Jr.
                                                    
/s/David Lambert      Chief Financial Officer       June 9, 1995
David Lambert         and Treasurer (Principal      
                      Financial and Accounting
                      Officer)
                                                    
         *            Chief Scientist               June __, 1995
James W. Dowe III     and Director                  
                                                    
/s/Jay H. Diamond     Director                      June 9, 1995
Jay H. Diamond                                      
                                                    
                                                    
         *            Director                      June __, 1995
W. Frank King III                                   
                                                    
         *            Director                      June __, 1995
Philip J. O'Reilly                                  
                                                    
/s/ Jay H. Diamond*                                 June 9, 1995
Jay H. Diamond as                                   
Attorney-in-Fact






                            Exhibits
                                
                                

Exhibit              Description
Number
4.04                 Form of Stock Option Agreement with Richard Crooks
                     
4.05                 Form of Stock Option Agreement with Douglas Johnson
                     
4.06                 Form of Stock Option Agreement with Karl Minor
                     
4.07                 Form of Stock Option Agreements with James Dowe III
                     
24.02                Consent of Independent Auditors
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18100}]
{"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": "033-60135", "film-number": "95546330"}, "business-address": {"street1": "9255 TOWNE CENTER DR", "street2": "9TH FLOOR", "city": "SAN DIEGO", "state": "CA", "zip": "92121", "phone": "6196257900"}, "mail-address": {"street1": "9255 TOWNE CENTRE DRIVE", "street2": "9TH FLOOR", "city": "SAN DIEGO", "state": "CA", "zip": "92121"}}
As filed with the Securities and Exchange Commission
                                 on June 9, 1995

                                                   Registration No.33-89144

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                        

                        POST-EFFECTIVE AMENDMENT NO. 1 TO
                             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 of          (I.R.S. Employer
       incorporation or organization)         Identification No.)

                             9255 Towne Center Drive
                                    9th Floor
                          San Diego, California  92121
                                  619-625-7900
   (Address, including zip code, and telephone number, including area code, of
                    registrant's principal executive offices)

                   Stock Option Agreement with Richard Crooks
                   Stock Option Agreement with Douglas Johnson
                     Stock Option Agreement with Karl Minor
                 Stock Option Agreements with James W. Dowe III
                              (Full Title of plan)

                                  J.M. Kennedy
                             9255 Towne Centre Drive
                                    9th Floor
                          San Diego, California  92121
                                  619-625-7900
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                                   Copies to:
                                        
                              Jay H. Diamond, Esq.
                            Holtzmann, Wise & Shepard
                           1271 Avenue of the Americas
                            New York, New York  10020
                                 (212) 554-8000
                                        
                                        
     This registration statement shall hereafter become effective in accordance
with Rule 462 promulgated under the Securities Act of 1933, as amended.

                         CALCULATION OF REGISTRATION FEE
Proposed     Proposed          
Title of each class                   maximum       maximum     Amount of
  of securities to    Amount to be    offering     aggregate   registration
   be registered       registered    price per     offering        fee
                                        unit         price        
- --------------------  -----------  ------------  ----------    ------------
Common Stock, $.01      120,000      $8.125
$975,000      $336.21
par value
- --------------------  -----------  ------------  ----------    ------------
Common Stock, $.01       30,000      $9.54
$286,200       $98.69
par value                   
- --------------------  -----------  ------------  ----------    ------------
Common Stock, $.01       43,050     $10.88
$468,384      $161.51
par value
- --------------------  -----------  ------------  ----------    ------------
Common Stock, $.01       50,000     $15.95
$797,500      $275.00
par value                   
- --------------------  -----------  ------------  ----------    ------------
Common Stock, $.01       50,000     $16.10
$805,000      $277.59
par value
- --------------------  -----------  ------------  ----------    ------------
                        293,050                  $3,332,084    $1,149.00
- --------------------  -----------  ------------  ----------    ------------
Calculated in accordance with Rule 457(h) under the Securities Act,
based upon the price at which options to purchase shares of common stock have
been granted under the Agreements referenced in this Amendment.
PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS(1)

Item 1.   Plan Information.

Item 2.   Registrant Information and Employee Plan Annual
Information

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents which have heretofore been filed by
Excalibur Technologies Corporation (the "Company") (File No. 0-
977) with the Securities and Exchange Commission (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, 1995.

     2.  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 Securities Exchange Act of 1934 (the "Exchange
Act").

     All documents subsequently filed by the Company with the
Commission pursuant to Section 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.

_______________________________
(1) This information is not required to be included in, and is not
incorporated by reference in, this Registration Statement.

Item 4.   Description of Securities.

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

Item 5.   Interests of Named Experts and Counsel.

          The validity of Shares of Common Stock to be offered
hereunder has been passed upon for the Company by Holtzmann, Wise
& Shepard.  As of May 30, 1995, attorneys of Holtzmann, Wise &
Shepard beneficially owned 25,000 shares of Common Stock
(including shares subject to options) of the Company.

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.

Item 8.   Exhibits.

        Exhibit      Description
        Number
        4.04         Form of Stock Option Agreement with Richard Crooks
                     
        4.05         Form of Stock Option Agreement with Douglas Johnson

        4.06         Form of Stock Option Agreement with Karl Minor
                     
        4.07         Form of Stock Option Agreements with James Dowe III
                     
        24.02        Consent of Independent Auditors

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 Securities Act of 1933;

                    (ii) to reflect in the prospectus any facts
          or events arising after the effective date of the
          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 the registration statement;

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

     provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii)
do not apply if the 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 Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement;

               (b) that, for the purpose of determining any
     liability under the Securities Act of 1933, 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 Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by
reference in the 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 Securities Act of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as
expressed in the 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 Act and will be governed by the final adjudication of such
issue.

                        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 J.M. Kennedy, David
Lambert and Jay H. Diamond and each of them severally her/his
true and lawful attorney-in-fact and agent, with full and several
power of substitution, for her/him and in her/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
Securities and Exchange 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 she/he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or her/his or
their substitute or substitutes may lawfully do or cause to be
done by virtue thereof.

                           SIGNATURES

          Pursuant to the requirements of the Securities Act of
1933, 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 Post-Effective Amendment No. 1 to
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Diego,
State of California, on the 9th day of June, 1995.

                              EXCALIBUR TECHNOLOGIES CORPORATION
                              
                              
                              
                              By:/s/David Lambert
                                 David Lambert
                                 Executive Vice President
                                 Chief Financial Officer,
                                 Treasurer
                                 and Secretary
                                 
                                 
                                 
          Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by the
following persons in the capacities indicated.

     Signature                   Title                  Date
                                                    
         *            Chief Executive Officer and   June __, 1995
J.M. Kennedy          Director (Principal           
                      Executive Officer)
                                                    
         *            Chairman of                   June __, 1995
Richard M. Crooks,    the Board of Directors        
Jr.
                                                    
/s/David Lambert      Chief Financial Officer       June 9, 1995
David Lambert         and Treasurer (Principal      
                      Financial and Accounting
                      Officer)
                                                    
         *            Chief Scientist               June __, 1995
James W. Dowe III     and Director                  
                                                    
/s/Jay H. Diamond     Director                      June 9, 1995
Jay H. Diamond                                      
                                                    
                                                    
         *            Director                      June __, 1995
W. Frank King III                                   
                                                    
         *            Director                      June __, 1995
Philip J. O'Reilly                                  
                                                    
/s/ Jay H. Diamond*                                 June 9, 1995
Jay H. Diamond as                                   
Attorney-in-Fact

                            Exhibits
                                
                                

Exhibit              Description
Number
4.04                 Form of Stock Option Agreement with Richard Crooks
                     
4.05                 Form of Stock Option Agreement with Douglas Johnson
                     
4.06                 Form of Stock Option Agreement with Karl Minor
                     
4.07                 Form of Stock Option Agreements with James Dowe III
                     
24.02                Consent of Independent Auditors