UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
   Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934

          Date of Report (Date of earliest reported): February 1, 2005

                           EUROWEB INTERNATIONAL CORP.
               (Exact name of registrant as specified in charter)

            Delaware                   1-1200               13-3696015
     (State or other jurisdiction   (Commission           (IRS Employer
          of incorporation)         File Number)        Identification No.)

                       1138 Budapest, Vaci ut 141. Hungary
               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code: +36-1-8897000

                                   Copies to:
                             Gregory Sichenzia, Esq.
                            Stephen M. Fleming, Esq.
                       Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                            New York, New York 10018
                              Phone: (212) 930-9700
                               Fax: (212) 930-9725

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instructions A.2. below):


/_/ Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

/_/ Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

/_/ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

/_/ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))



Item 5.02       Departure  of  Directors  or  Principal  Officers;  Election  of
Directors; Appointment of Principal Officers.

     Pursuant to a Stock Purchase Agreement dated as of January 28, 2005, by and
between KPN Telecom B.V. ("KPN Telecom"),  a company incorporated under the laws
of the Netherlands,  and CORCYRA d.o.o., a Croatian  company  ("CORCYRA"),  (the
"Purchase Agreement"),  KPN Telecom sold to CORCYRA 289,855 shares (the "Initial
Shares") of common stock of EuroWeb  International  Corp. (the "Company") for US
$1,000,000 (the "Initial Closing").  The Initial Closing occurred on February 1,
2005.  Pursuant to the Purchase  Agreement,  CORCYRA has also agreed to purchase
KPN  Telecom's  remaining  2,036,188  shares of common stock of the Company (the
"Final Shares") on April 30, 2006 (the "Final Closing"); provided, however, that
upon 14 days' prior written  notice to KPN Telecom,  CORCYRA may  accelerate the
Final  Closing  to an  earlier  month-end  date as  specified  in  such  notice;
provided,  further,  that the Final  Closing is subject to the  satisfaction  or
waiver of all of the conditions to closing set forth in the Purchase Agreement.
 
     In connection with the Initial Closing,  KPN Telecom agreed to use its best
efforts to cause the  resignation of KPN Telecom's sole two  representatives  on
the Board of  Directors  of the  Company,  and to propose the  Company  that two
representatives  of CORCYRA be designated to fill the vacancies created thereby.
Accordingly,  the  resignations of Hans Lipman and Daniel Kwantes from the Board
of  Directors  were  accepted  on January 31,  2005,  which were  effective  and
conditional  upon the Initial Closing and,  therefore,  were not effective until
February 1, 2005. Messrs. Lipman and Kwantes did not serve on any committees for
the Company.

     At the Board of  Directors'  meeting  on  January  31,  2005,  the Board of
Directors of the Company also  appointed  Ilan Kenig and Yossi Attia to fill the
vacancies  created by the resignations of Messrs.  Lipman and Kwantes which were
effective  and  conditional  upon  Initial  Closing  and,  therefore,  were  not
effective until February 1, 2005.  Pursuant to the Purchase  Agreement,  CORCYRA
agreed to deliver at the Initial Closing  resignation  letters of Ilan Kenig and
Yossi  Attia,  which shall only be  effective in the event that (a) CORCYRA does
not timely satisfy the closing conditions contained in the Purchase Agreement or
(b) the Purchase Agreement is otherwise terminated in accordance with its terms.

     There are no understandings or arrangements between Messrs. Kenig and Attia
and any other person pursuant to which they were selected as a director. Messrs.
Kenig and Attia presently do not serve on any Company committee.  Messrs.  Kenig
and Attia may be  appointed to serve as a member of a committee  although  there
are no current  definitive  plans to appoint either of them to a committee as of
the date hereof. Neither of Messrs. Kenig and Attia have any family relationship
with any  director,  executive  officer  or  person  nominated  or chosen by the
Company to become a director  or  executive  officer.  Additionally,  neither of
Messrs.  Kenig and  Attia  have  entered  into a  transaction,  nor is there any
proposed transaction, between either of them and the Company.

     Since 2000,  Mr. Attia has been self  employed as a real estate  developer.
Prior to entering into the real estate development industry, Mr. Attia served as
the Senior Vice  President of  Investments  of  Interfirst  Capital from 1996 to
2000.  From  1994  though  1996,  Mr.  Attia  was a  Senior  Vice  President  of
Investments  with Sutro & Co. and from 1992 through 1994 Mr. Attia served as the
Vice President of investments of Prudential Securities.  Mr. Attia received a BA
in  economics  and  marketing  from  Haifa  University  in 1987  and a MBA  from
Pepperdine  University  in 1995.  Mr.  Attia  held  Series  7 and 63  securities
licenses from 1991 until 2002.

     Mr.  Kenig has over 20 years of  management,  legal,  venture  capital  and
investment  banking  experience  with specific  emphasis in the  technology  and
telecommunications  arena.  Mr. Kenig was  appointed to the  Company's  Board on
February 1, 2005.  Mr. Kenig  joined Unity  Wireless  Corporation  ("Unity"),  a
designer,  developer and manufacturer of wireless systems,  as Vice President of
Business  Development in December 2001 before assuming the position of President
and CEO in April 2002.  From January 1999 until December 2001, Mr. Kenig pursued
international  finance  activities and mergers and acquisitions in New York. Mr.
Kenig  was a  founder  of a law firm in  Tel-Aviv  representing  technology  and
telecommunications  interests.  Mr.  Kenig  holds  a law  degree  from  Bar-Ilan
University.

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Item 9.01         Financial Statements and Exhibits

(c)  Exhibits

     Exhibit No.    Description

     10.1           Stock  Purchase  Agreement  dated as of January 28, 2005, by
                    and   between   KPN  Telecom   B.V.   and   CORCYRA   d.o.o.
                    (incorporated  by  reference  to  Exhibit 1 to the  Schedule
                    13D/A filed January 31, 2005 (SEC File No. 005-57093)

     10.2           Escrow Agreement dated as of January 28, 2005 by and between
                    KPN Telecom B.V.,  CORCYRA  d.o.o.  and JPMorgan  Chase Bank
                    N.A.  (incorporated  by  reference to Exhibit A to the Stock
                    Purchase  Agreement,  attached as Exhibit 1 to the  Schedule
                    13D/A filed January 31, 2005 (SEC File No. 005-57093)



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                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities  Exchange  Act 1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                      EUROWEB INTERNATIONAL CORP.


                                       By: /s/ CSABA TORO
                                           --------------
                                       Name: Csaba Toro
                                       Title: Chief Executive Officer

Date:       February 2, 2005
            Budapest, Hungary


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