As filed with the Securities and Exchange Commission
                             on November 1, 1996

                                               Registration No.33-


                      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 of                       (I.R.S. Employer
incorporation or 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 1989 Incentive Plan
     Excalibur Technologies Corporation 1996 Employee Stock Purchase Plan
                             (Full Title of plan)

                               Patrick C. Condo
                              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:

                             Jay H. Diamond, Esq.
                            Tenzer Greenblatt LLP
                             405 Lexington Avenue
                           New York, New York 10174
                                (212) 885-5000


      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
                                       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       1,250,000    $13.75(1)     $17,187,500     $5,208.33
par value

-------------------------------------------------------------------------------

      (1) Calculated in accordance  with Rule 457(h) under the Securities Act of
1993,  based  upon  the last  sale  price of the  registrant's  Common  Stock as
reported  by NASDAQ on October 30,  1996,  with  respect to shares  which may be
issued upon exercise of options not yet granted under the Excalibur Technologies
Corporation 1989 Incentive Plan or the Excalibur  Technologies  Corporation 1996
Employee Stock Purchase Plan.




                                      - 2 -



<PAGE>



                                    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. 0-9747) 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, 1996.

      2. The  Company's  Quarterly  Reports on Form 10-Q for the quarters  ended
April 30 and July 31, 1996.

      3.  The Company's proxy statement dated May 28, 1996.

      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
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.


<PAGE>



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 Tenzer Greenblatt LLP.

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.

                               - II-2 -



<PAGE>



Item 8. Exhibits.

          Exhibit           Description
          Number
          4.01              Certificate  of  Incorporation  of the  Company,  as
                            amended.  Incorporated  herein by  reference to Form
                            10-K for the year ended January 31, 1990,  filed May
                            1, 1990; amendment filed herewith.
          4.02              Bylaws  of  the  Company.   Incorporated  herein  by
                            reference  to Form 10-K for the year  ended  January
                            31, 1990, filed May 1, 1990.
          4.03              1989 Incentive Plan.   Incorporated
                            herein by reference to Form 10-K for the year
                            ended January 31, 1990, filed April 22, 1991.
          4.04              Employee Stock Purchase Plan
          5.01              Opinion re: Legality
          24.01             Consent of Tenzer Greenblatt LLP (included in
                            Exhibit 5.01)
          24.02             Consent of Arthur Andersen LLP, Independent Public 
                            Accountants
          24.03             Consent of Price Waterhouse LLP, Independent 
                            Accountants 
          25                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  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;

                               - II-3 -


<PAGE>


                  (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 Patrick C. Condo, James H. Buchanan 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.


                               - II-4 -
<PAGE>



                                  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 Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Town of Vienna, Commonwealth of  Virginia, on the 31st day of
October, 1996.

                       EXCALIBUR TECHNOLOGIES CORPORATION



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



            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
      ---------                     -----                         ----


/s/Patrick C. Condo           President, Chief Executive     October 31, 1996
------------------------      Officer and Director
Patrick C. Condo              (Principal Executive Officer)
                          

                              Chairman of the Board          October __, 1996
-------------------------     of Directors
Donald R. Keough              


/s/James H. Buchanan          Chief Financial Officer        October 31, 1996
-------------------------     and Treasurer (Principal
James H. Buchanan             Financial and Accounting Officer)


/s/Richard M. Crooks, Jr.     Director                       October 31, 1996
-------------------------
Richard M. Crooks, Jr.


                              Director                       October __, 1996
-------------------------
W. Frank King III

                               - II-5 -



<PAGE>






/s/Paul E. Nelson             Director                       October 31, 1996
-------------------------
Paul E. Nelson


                              Director                       October __, 1996
-------------------------
John G. McMillian


/s/Philip J. O'Reilly         Director                       October 31, 1996
-------------------------
Philip J. O'Reilly


/s/Shaun C. Viguerie          Director                       October 31, 1996
------------------------
Shaun C. Viguerie




                               - II-6 -



<PAGE>








                                   Exhibits


          Exhibit
          Number            Description
          -------           -----------  
          4.01              Certificate  of  Incorporation  of the  Company,  as
                            amended.  Incorporated  herein by  reference to Form
                            10-K for the year ended January 31, 1990,  filed May
                            1, 1990; amendment filed herewith.

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

          4.03              1989 Incentive Plan.   Incorporated
                            herein by reference to Form 10-K for the year
                            ended January 31, 1990, filed April 22, 1991.

          4.04              Employee Stock Purchase Plan

          5.01              Opinion re: Legality

          24.01             Consent of Tenzer Greenblatt LLP (included in
                            Exhibit 5.01)

          24.02             Consent of Arthur Andersen LLP, Independent Public 
                            Accountants

          24.03             Consent of Price Waterhouse LLP, Independent 
                            Accountants 

          25                Power of Attorney (included in signature
                            pages to this Registration Statement)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19158}]
{"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": "333-15369", "film-number": "96652058"}, "business-address": {"street1": "1921 GALLOWS ROAD", "street2": "SUITE 200", "city": "VIENNA", "state": "VA", "zip": "22182-3900", "phone": "703-761-3700"}, "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 1, 1996

                                               Registration No.33-

                      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 of                       (I.R.S. Employer
incorporation or 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 1989 Incentive Plan
     Excalibur Technologies Corporation 1996 Employee Stock Purchase Plan
                             (Full Title of plan)

                               Patrick C. Condo
                              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:

                             Jay H. Diamond, Esq.
                            Tenzer Greenblatt LLP
                             405 Lexington Avenue
                           New York, New York 10174
                                (212) 885-5000

      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
                                       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       1,250,000    $13.75(1)     $17,187,500     $5,208.33
par value

-------------------------------------------------------------------------------

      (1) Calculated in accordance  with Rule 457(h) under the Securities Act of
1993,  based  upon  the last  sale  price of the  registrant's  Common  Stock as
reported  by NASDAQ on October 30,  1996,  with  respect to shares  which may be
issued upon exercise of options not yet granted under the Excalibur Technologies
Corporation 1989 Incentive Plan or the Excalibur  Technologies  Corporation 1996
Employee Stock Purchase Plan.

                                      - 2 -
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. 0-9747) 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, 1996.

      2. The  Company's  Quarterly  Reports on Form 10-Q for the quarters  ended
April 30 and July 31, 1996.

      3.  The Company's proxy statement dated May 28, 1996.

      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
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 Tenzer Greenblatt LLP.

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.

                               - II-2 -
Item 8. Exhibits.

          Exhibit           Description
          Number
          4.01              Certificate  of  Incorporation  of the  Company,  as
                            amended.  Incorporated  herein by  reference to Form
                            10-K for the year ended January 31, 1990,  filed May
                            1, 1990; amendment filed herewith.
          4.02              Bylaws  of  the  Company.   Incorporated  herein  by
                            reference  to Form 10-K for the year  ended  January
                            31, 1990, filed May 1, 1990.
          4.03              1989 Incentive Plan.   Incorporated
                            herein by reference to Form 10-K for the year
                            ended January 31, 1990, filed April 22, 1991.
          4.04              Employee Stock Purchase Plan
          5.01              Opinion re: Legality
          24.01             Consent of Tenzer Greenblatt LLP (included in
                            Exhibit 5.01)
          24.02             Consent of Arthur Andersen LLP, Independent Public 
                            Accountants
          24.03             Consent of Price Waterhouse LLP, Independent 
                            Accountants 
          25                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  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;

                               - II-3 -
(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 Patrick C. Condo, James H. Buchanan 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.

                               - II-4 -
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 Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Town of Vienna, Commonwealth of  Virginia, on the 31st day of
October, 1996.

                       EXCALIBUR TECHNOLOGIES CORPORATION

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

            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
      ---------                     -----                         ----

/s/Patrick C. Condo           President, Chief Executive     October 31, 1996
------------------------      Officer and Director
Patrick C. Condo              (Principal Executive Officer)
                          

                              Chairman of the Board          October __, 1996
-------------------------     of Directors
Donald R. Keough              

/s/James H. Buchanan          Chief Financial Officer        October 31, 1996
-------------------------     and Treasurer (Principal
James H. Buchanan             Financial and Accounting Officer)

/s/Richard M. Crooks, Jr.     Director                       October 31, 1996
-------------------------
Richard M. Crooks, Jr.

                              Director                       October __, 1996
-------------------------
W. Frank King III

                               - II-5 -
/s/Paul E. Nelson             Director                       October 31, 1996
-------------------------
Paul E. Nelson

                              Director                       October __, 1996
-------------------------
John G. McMillian

/s/Philip J. O'Reilly         Director                       October 31, 1996
-------------------------
Philip J. O'Reilly

/s/Shaun C. Viguerie          Director                       October 31, 1996
------------------------
Shaun C. Viguerie

                               - II-6 -
Exhibits

          Exhibit
          Number            Description
          -------           -----------  
          4.01              Certificate  of  Incorporation  of the  Company,  as
                            amended.  Incorporated  herein by  reference to Form
                            10-K for the year ended January 31, 1990,  filed May
                            1, 1990; amendment filed herewith.

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

          4.03              1989 Incentive Plan.   Incorporated
                            herein by reference to Form 10-K for the year
                            ended January 31, 1990, filed April 22, 1991.

          4.04              Employee Stock Purchase Plan

          5.01              Opinion re: Legality

          24.01             Consent of Tenzer Greenblatt LLP (included in
                            Exhibit 5.01)

          24.02             Consent of Arthur Andersen LLP, Independent Public 
                            Accountants

          24.03             Consent of Price Waterhouse LLP, Independent 
                            Accountants 

          25                Power of Attorney (included in signature
                            pages to this Registration Statement)