UNITED STATES
                       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 15, 2008
                                                --------------------------------

                              MEGADATA CORPORATION
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             (Exact Name of Registrant as Specified in Its Charter)

                                    New York
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                 (State or Other Jurisdiction of Incorporation)

             0-7642                                      11-2208938
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    (Commission File Number)                   (IRS Employer Identification No.)

         47 Arch Street
          Greenwich, CT                                            06830
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(Address of Principal Executive Offices)                         (Zip Code)

                                  203-622-4086
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              (Registrant's Telephone Number, Including Area Code)


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          (Former Name or Former Address, if Changed Since Last Report)

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 Instruction 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))


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Item 1.01         ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

         On January 15, 2007, the Company entered into a Debt Extension
Agreement with G.S. Beckwith Gilbert, the Company's Chairman and significant
shareholder, effective November 1, 2007, pursuant to which the Company and Mr.
Gilbert agreed to modify certain terms and conditions of an outstanding
promissory note that was previously issued by the Company to Mr. Gilbert. The
principal amount of such previously issued note was due on November 1, 2007, and
the total amount due and owing as of November 1, 2007 was $12,614,893. Pursuant
to the Debt Extension Agreement, the Company issued a new note in replacement of
this previously issued note. Under the terms of the new note, principal and
accrued interest due and owing on the previously issued note as of November 1,
2007, aggregate into a new principal amount of $12,614,893 with a maturity date
of November 1, 2008 bearing an interest rate of 4.5%.

Item 9.01         FINANCIAL STATEMENTS AND EXHIBITS.

         (c)   Exhibits


        10.3    Debt Extension Agreement, dated as of January 15, 2008.