SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

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

Date of report (Date of earliest event reported)  January 21, 2000
                                                --------------------------------
                        ECHELON INTERNATIONAL CORPORATION
                        ---------------------------------
             (Exact Name of the Registrant as Specified in Charter)

Florida                             001-12211                   59-2554218
--------------------------------------------------------------------------------
(State or Other Jurisdiction       (Commission                 (IRS Employer
of Incorporation)                  File Number)              Identification No.)

450 Carillon Parkway, Suite 200 St. Petersburg, Florida           33716
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                       (Zip Code)

Registrants telephone number, including area code   (727) 803-8200
                                                 -------------------------------

                                 Not Applicable
--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

<PAGE>


Item 1.           Changes in Control of Registrant.

     On January  22,  2000,  Echelon  International  Corporation  issued a press
release  stating  that it had entered into a  definitive  agreement  pursuant to
which EIN Acquisition Corp. will initiate a tender offer for all the outstanding
shares of Echelon for a cash price of $34.00 per share. The offer is subject to,
among other things, the escrow closing of the real estate transactions described
in the press release.  A copy of the press release is attached hereto as Exhibit
(c)(5).

Item 7.   Financial Statements and Exhibits

          (c)       Exhibits

          (c)(1)    Agreement and Plan of Merger,  dated as of January 21, 2000,
                    by and among Echelon, Parent and Purchaser.

          (c)(2)    Purchase and Sale  Agreement,  dated as of January 21, 2000,
                    by and among Echelon,  certain  subsidiaries  of Echelon and
                    Echelon Residential LLC.

          (c)(3)    Subscription Agreement, dated as of January 21, 2000, by and
                    among Echelon,  certain  subsidiaries  of Echelon and Heller
                    Real Estate.

          (c)(4)    Purchase  Agreement,  dated as of January 21,  2000,  by and
                    among Echelon,  Echelon Affordable Housing,  Inc. and Heller
                    Affordable Housing.

          (c)(5)    Press release issued by Echelon on January 22, 2000.
<PAGE>
                                    SIGNATURE

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



                                   ECHELON INTERNATIONAL CORPORATION



Date: January 24, 2000             By:     /s/ Susan G. Johnson
                                      -----------------------------------------
                                      Name:Susan G. Johnson
                                      Title:  Senior Vice President, General
                                              Counsel and Corporate Secretary