================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 --------------

                               AMENDMENT NO. 1 ON
                                   FORM 10-K/A

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

For the fiscal year ended: December 31, 1998    Commission File Number 000-21685

                       INTELIDATA TECHNOLOGIES CORPORATION
             (Exact name of registrant as specified in its charter)

DELAWARE                                                              54-1820617
(State of incorporation)                 (I.R.S. Employer Identification Number)

             11600 Sunrise Valley Drive, Suite 100, Reston, VA 20191

                    (Address of Principal Executive Offices)
                                 (703) 259-3000
              (Registrant's telephone number, including area code)

           Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class                    Name of Each Exchange on Which Registered
-------------------                    -----------------------------------------

                                   NONE

           Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock par value $.001 per share

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.
Yes   X         No            
   -------        -------

State by check mark if disclosure of delinquent  filers  pursuant to Item 405 of
Regulation S-K is not contained herein,  and will not be contained,  to the best
of  registrant's  knowledge,  in  definitive  proxy  or  information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [X].

The  aggregate  market value of the Common Stock held by  non-affiliates  of the
registrant on March 1, 1999, was approximately $37,526,000.  In determining this
figure,  the  Registrant  has assumed that all of its  directors  and  executive
officers are affiliates.  Such assumptions should not be deemed to be conclusive
for any other purpose.

The number of shares of the  registrant's  Common Stock  outstanding on March 1,
1999 was 31,774,005.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      NONE

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<PAGE>

                       INTELIDATA TECHNOLOGIES CORPORATION

                         AMENDMENT NO. 1 ON FORM 10-K/A

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

PART III 
--------

Item 10.   Directors and Executive Officers of the Registrant..................3

Item 11.   Executive Compensation..............................................5

Item 12.   Security Ownership of Certain Beneficial Owners and Management.....10

Item 13.   Certain Relationships and Related Transactions.....................12

Signatures....................................................................13

<PAGE>

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
------------------------------------------------------------

         The  following  table  sets forth  certain  information  regarding  the
directors of the Company:

             Name                 Age           Position Held
             ----                 ---           -------------

     William F. Gorog             73       Director; Chairman of the Board

     Alfred S. Dominick, Jr.      53       Director; President and Chief
                                           Executive Officer

     John C. Backus, Jr.          40       Director

     Patrick F. Graham            59       Director

     John J. McDonnell, Jr.       61       Director

     L. William Seidman           78       Director

William F.  Gorog,  age 73, has served as Chairman  and director of the Company
since  November 1996. Mr. Gorog had served as Chairman of US Order from May 1990
to November  1996.  From  October 1987 until  founding US Order in May 1990,  he
served as chairman of the board of Arbor International, an investment management
firm. From 1982 to 1987, he served as president and chief  executive  officer of
the Magazine  Publishers of America,  an association  representing the principal
consumer publications in the United States. During the Ford Administration,  Mr.
Gorog served as deputy  assistant  to the  President  for  Economic  Affairs and
Executive  Director of the Council on International  Economic  Policy.  Prior to
that time, he founded and served as chief executive officer of DataCorp.,  which
developed the Lexis and Nexis  information  systems for legal and media research
and which was subsequently sold to the Mead Corporation.  He currently serves as
a director of  WorldCorp,  Inc. On February 12, 1999,  WorldCorp,  Inc.  filed a
Voluntary Petition and a proposed plan of reorganization under Chapter 11 of the
United States  Bankruptcy Code with the United States  Bankruptcy  Court for the
District of Delaware.

Alfred S. Dominick, Jr., age 53, has served as the President and Chief Executive
Officer of the Company  since  August  1998.  Prior to joining  InteliData,  Mr.
Dominick had served as president of the Retail  Products  Delivery  Group at M&I
Data Services. Prior to joining M&I Data Services in July 1995, he was Executive
Vice  President of Retail  Banking and a member of the  Executive  Committee for
Boatmen's Bancshares Corporation for three years. Prior to that Mr. Dominick was
an Executive Vice President with Bank One Texas,  since 1985.  Prior to Bank One
Texas,  Mr.  Dominick was a Senior Vice  President with Fleet National Bank. Mr.
Dominick currently serves as a director of Home Financial Network, Inc.

John C. Backus,  Jr., age 40, has been a director of the Company  since 1996. He
is currently a Managing  Director of The Draper Atlantic Venture Fund, a venture
capital firm.  He previously
<PAGE>
served as  President of the Company from the Merger until August 1998 and served
as President and Chief Executive  Officer of the Company from 1997 until August,
1998. Prior to the Merger, he worked at US Order since its inception in 1990 and
had served as  President,  Chief  Operating  Officer  and a director of US Order
since 1994.  Prior to working with US Order,  Mr. Backus worked for six years at
WorldCorp,  Inc. and its subsidiaries  holding a variety of executive  positions
including  vice president of corporate  development,  vice president of finance,
and vice  president of sales and marketing at a WorldCorp  subsidiary.  Prior to
joining  WorldCorp,  Mr.  Backus  worked for Bain & Company,  Inc.,  a worldwide
strategy  consulting firm, in its consulting and venture capital groups where he
focused on consumer  products and  services.  Mr.  Backus serves on the board of
directors of World Airways, Inc. and of Home Financial Network, Inc.

Patrick F.  Graham,  age 59, has served as a director of the Company  since 1996
and was a director  of US Order from 1993 until the Merger.  Since 1997,  he has
served as chief  executive  officer of  WorldCorp,  Inc.  and was  previously  a
director of Bain & Company, Inc., a management consulting firm co-founded by Mr.
Graham in 1973. In addition to his primary  responsibilities  with Bain clients,
he served as Bain's vice chairman and chief financial officer. Prior to founding
Bain, Mr. Graham was a group vice president  with the Boston  Consulting  Group.
Mr. Graham  currently  serves as a director of  WorldCorp,  Inc. On February 12,
1999,  WorldCorp,  Inc.  filed  a  Voluntary  Petition  and a  proposed  plan of
reorganization  under Chapter 11 of the United States  Bankruptcy  Code with the
United States Bankruptcy Court for the District of Delaware.

John J.  McDonnell,  Jr., age 61, has served as a director of the Company  since
1997.  Since 1990, he has served as president,  chief executive  officer,  and a
director  of   Transaction   Network   Services,   Inc.,   a  provider  of  data
communications  services for  transaction  oriented  applications.  From 1987 to
1989, Mr. McDonnell  served as president and chief executive  officer of Digital
Radio  Networks,   Inc.,  a  local  access  bypass  carrier  for   point-of-sale
transactions.  Mr.  McDonnell has previously  served as group vice president for
the  information  technologies  and  telecommunications  group of the Electronic
Industries  Association;  vice  president,  international  operations  and  vice
president,  sales, for Tymnet, Inc. with responsibility for both private network
sales  and  public   network   services;   and   director  of   technology   and
telecommunications for the National Commission on Electronic Funds Transfer. Mr.
McDonnell  was one of the  founding  members of the  Electronics  Fund  Transfer
Association and serves on its board.  Mr. McDonnell is also a director of Credit
Management Solutions, Inc., a software development company.

L. William Seidman,  age 78, has served as a director of the Company since 1997.
He is the publisher of Bank Director  magazine and chief commentator on CNBC-TV.
He served  on the board of US Order  from 1995  until the  Merger.  Mr.  Seidman
served  from  1985 to 1991 as the  chairman  of the  Federal  Deposit  Insurance
Corporation  ("FDIC") and from 1989 to 1991 also served as the first Chairman of
the Resolution Trust Corporation. Before joining the FDIC, Mr. Seidman served as
Dean of the College of Business at Arizona State  University.  From 1977 to 1982
he was vice-chairman  and chief financial  officer of Phelps Dodge  Corporation.
Mr. Seidman has also served as managing partner of Seidman & Seidman,  Certified
Public  Accountants  (now BDO  Seidman),  and as Assistant to the  President for
Economic Affairs during the Ford Administration. Mr. Seidman presently serves as
a director of Fiserv,  Inc.,  a data
<PAGE>
processing  company,  and of  Clark/Bardes  Holdings,  Inc., a services  company
providing insurance-financed benefits programs.


SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section  16(a) of the  Securities  Exchange  Act of 1934  requires  the
Company's  directors and executive  officers and beneficial  owners of more than
10% of the  Company's  Common  Stock to file  with the SEC  initial  reports  of
ownership  and  reports of  changes in  ownership  of equity  securities  of the
Company.  Officers,  directors  and  beneficial  owners  of more than 10% of the
Company's  Common  Stock are required by SEC  regulation  to furnish the Company
with copies of all Section  16(a) forms they file.  To the  Company's  knowledge
based  solely upon a review of copies of such  reports  furnished to the Company
and written  representations  that no other  reports were  required,  during the
fiscal year ending  December 31,  1998,  all Section  16(a) filing  requirements
applicable to its officers,  directors and beneficial owners of more than 10% of
the Company's common stock were complied with.

ITEM 11. EXECUTIVE COMPENSATION
-------------------------------

Summary Compensation Table

         The  following  table sets forth  information  concerning  the  annual,
long-term and all other  compensation for services rendered in all capacities to
the Company,  its subsidiaries and predecessors for the years ended December 31,
1998, 1997 and 1996 of (a) the two individuals who served as the Company's Chief
Executive Officer during 1998, and (b) each of the four most highly  compensated
executive  officers (other than the chief executive officer) of the Company (the
"Named Executive Officers") whose aggregate cash compensation  exceeded $100,000
for the fiscal year ended December 31, 1998.

<TABLE>
                                                                          Long-Term Compensation
                                                                          -----------------------
                                                                                  Awards
                                                                          -----------------------
                                         Annual Compensation              Restricted  Securities
                                ---------------------------------------     Stock     Underlying        All Other 
                                Year  Salary($)  Bonus($)<F1>  Other($)   Awards(#)   Options(#)    Compensation($)<F2>
                                ----  ---------  ------------  --------   ----------  -----------   -------------------
<S>                             <C>   <C>        <C>           <C>        <C>         <C>           <C>
Alfred S. Dominick, Jr.         1998   109,617         --         --          --             --              7,295
   President and Chief
   Executive Officer
   (since 8/98) <F3>

John C. Backus, Jr.             1998   350,000         --         --          --             --             16,074
   President and Chief          1997   301,032         --         --          --      1,025,000<F4>          9,025
   Executive Officer            1996   250,000         --         --          --             --              7,180
   (prior to 8/98) <F4>

William F. Gorog                1998   256,001         --         --          --        100,000<F5>          2,550
   Chairman                     1997   250,000         --         --          --        100,000              2,375
                                1996   250,000         --         --          --             --                 --

Mark L. Baird                   1998   135,004     25,000         --          --         87,000<F6>          7,702
   Vice President,              1997   132,308     25,000         --          --         77,000              3,128
   Operations <F6>              1996   114,846     10,000         --          --         22,000              1,280

<PAGE>

Joseph P. Payne                 1998   199,405     25,000         --          --        377,500<F7>          2,500
   President and Chief  
   Executive Officer,          
   Telecommunications
   Division <F7>

Albert N. Wergley               1998   147,407     25,000         --          --        120,500<F8>          1,548
   Vice President, General      1997   131,537     25,000         --          --         94,502              2,375
   Counsel and Secretary        1996   121,225     11,500         --          --         16,000                 --

-------------------------
<FN>
         <F1>   Bonus awards are reported for the year earned but may have  been
                paid in the subsequent year.

         <F2>   For 1998,  includes:  (i) the dollar value of insurance premiums
                paid by the Company for the benefit of Mr. Backus  ($13,449) and
                Mr.  Dominick  ($7,295);  (ii) the  amount of  Company  matching
                contributions  made on behalf of the named individuals under the
                Company's 401(K) Plan as follows: Messrs. Backus ($2,625), Gorog
                ($2,550),  Baird ($1,840),  Payne ($2,500) and Wergley ($1,548);
                and (iii) automobile allowance for Mr. Baird ($5,862).

                For 1997,  includes:  (i) the dollar value of insurance premiums
                paid by the Company for the benefit of Mr. Backus ($6,650); (ii)
                the amount of Company matching  contributions  made on behalf of
                the  named  individuals  under  the  Company's  401(K)  Plan  as
                follows: Messrs. Backus, Gorog, Baird and Wergley ($2,375 each);
                and (iii) automobile allowance for Mr. Baird ($753).

                For 1996,  includes the dollar value of insurance  premiums paid
                by the Company for the benefit of Mr. Backus ($7,180).

         <F3>   Mr. Dominick joined the Company on August 17, 1998 and succeeded
                Mr. Backus as President and Chief Executive Officer.

         <F4>   Mr.  Backus became  Chairman of the  Executive  Committee of the
                Board on August 17,  1998 after Mr.  Dominick  succeeded  him as
                President and Chief  Executive  Officer.  Mr. Backus was granted
                600,000  options in August 1997.  In December  1997,  425,000 of
                these  options  were  canceled  and 850,000  options  previously
                granted to Mr. Backus were repriced.

         <F5>   The  100,000  options granted in  1998 consist of a repricing of
                the 100,000 options previously granted in 1997.

         <F6>   Mr. Baird's employment with the Company ended on March 31, 1999.
                Includes 22,000 options previously granted that were repriced in
                1997 which were also  included in the 87,000  options  that were
                repriced in 1998.

         <F7>   Mr.  Payne  joined  the  Company  on March  22,  1996, became an
                executive  officer of  the  Company in  1998, and his employment
                with  the  Company  ended on  March 31,  1999.  Includes  77,500
                options   previously  granted   that  were  repriced  in   1998.
                Information  is not  provided for  any fiscal  year prior to Mr.
                Payne becoming an executive officer of the Company. 

         <F8>   Includes 44,502 options previously granted that were repriced in
                1997 which were also  included in the 116,000 options that  were
                repriced in 1998.
</FN>
</TABLE>
<PAGE>

Option/SAR Grants in Last Fiscal Year

         The following table sets forth information with respect to stock option
grants under the Company's 1996 Incentive Plan or under any stock plan of either
US Order or Colonial  Data,  which were  assumed by the Company  pursuant to the
Merger.

<TABLE>
                                                                                                Potential Realizable Value at
                              Number of            % of Total                                   Assumed Annual Rates of Stock
                              Securities          Options/SARs                                  Price Appreciation for Option
                              Underlying           Granted to       Exercise or                            Term <F2>
                             Options/SARs          Employees        Base Price     Expiration   -----------------------------
Name                        Granted (#)<F1>      in Fiscal Year       ($/Sh)          Date         5% ($)           10% ($)
----                        ---------------      --------------     -----------    ----------   -----------       -----------
<S>                         <C>                  <C>                <C>            <C>          <C>               <C>
Alfred S. Dominick, Jr.             --                  --                --            --             --               --

John C. Backus, Jr.                 --                  --                --            --             --               --

William F. Gorog               100,000                 6.5%             $1.00        5/21/05        40,710            94,872

Mark L. Baird                   10,000                 .07%             $1.00         7/6/04         3,401             7,716
                                 5,000                 .03%             $1.00        5/21/05         2,036             4,744
                                50,000                 3.3%             $1.00        8/11/05        20,355            47,436
                                22,000                 1.4%             $1.00        11/5/06        10,504            25,159

Joseph P. Payne                 20,000                 1.3%             $1.00        3/22/04         6,802            15,431
                                 7,500                 .05%             $1.00        10/1/04         2,551             5,787
                                50,000                 3.3%             $1.00        8/11/05        20,355            47,436
                               300,000                19.6%             $1.00         6/9/96       143,237           343,077 

Albert N. Wergley               50,000                 3.3%             $1.00        8/11/05        20,355            47,436
                                50,000                 3.3%             $1.00         5/3/03        13,814            30,525
                                 6,000                 .04%             $1.00        2/13/04         2,041             4,629
                                10,000                 .07%             $1.00        10/1/04         3,401             7,716
                                 4,500                 .03%             $1.03        12/8/06         2,213             5,301

--------------------------
<FN>
         <F1>  Options granted in 1998 for the Named Executive  Officers, except
               for  300,000  options  granted  to  Mr. Payne  and  4,500 options
               granted  to  Mr. Wergley,  consist of options previously  granted
               that were repriced on June 9, 1998.

         <F2>  The actual value,  if any, an employee may realize will depend on
               the excess of the stock price over the exercise price on the date
               the stock option is exercised. Potential Realized Value is net of
               the option exercise price. The dollar amounts under these columns
               are the result of calculations at the 5% and 10% rates set by the
               rules  of the SEC and  therefore  are not  intended  to  forecast
               future appreciation, if any, of the Company's stock price.
</FN>
</TABLE>


Option Exercises in Last Fiscal Year and Year-End Value Table

         The following  table sets forth  information  regarding the exercise of
stock options and the unexercised  stock options as of December 31, 1998 granted
to the Chief  Executive  Officer  and the  Named  Executive  Officers  under the
Company's  1996  Incentive Plan or any stock plan of either US Order or Colonial
Data, which were assumed by the Company pursuant to the Merger.

<PAGE>

<TABLE>
                                                                    Number of Securities          Value of Unexercised
                                                                   Underlying Unexercised             In-the-Money
                                                                       Options/SARs                   Options/SARs
                                                                   at December 31, 1998(#)      at December 31, 1998($)<F2>  
                                                                ----------------------------    ---------------------------
                          Shares Acquired        Value
Name                      on Exercise (#)    Realized($)<F1>    Exercisable    Unexercisable    Exercisable   Unexercisable
----                      ---------------    ---------------    -----------    -------------    -----------   -------------
<S>                       <C>                <C>                <C>            <C>              <C>           <C>
Alfred S. Dominick, Jr.       - 0 -              - 0 -             - 0 -           - 0 -           - 0 -           - 0 -
John C. Backus, Jr.           - 0 -              - 0 -            625,000         400,000          - 0 -           - 0 -
William F. Gorog             300,000             6,000            150,000          50,000         46,500          15,500
Mark L. Baird                 - 0 -              - 0 -             18,583          68,417          5,761          21,209
Joseph P. Payne               - 0 -              - 0 -             12,055         365,445          3,737         113,288
Albert N. Wergley             - 0 -              - 0 -             36,331          84,169         11,263          25,957

-----------------------
<FN>

<F1> Value  based on last  reported sale price of the  Company's common stock on
     the exercise date minus the exercise price.

<F2> Value based on last reported  sale price of the  Company's  common stock on
     December 31, 1998 (the last trading day of the year) on the Nasdaq National
     Market minus the exercise  price.  The last reported sale price at December
     31, 1998 was $1.31 per share.
</FN>
</TABLE>

COMPENSATION OF DIRECTORS

         Directors  of the  Company who are not also  executive  officers of the
Company or of an affiliate of the Company ("Non-Affiliate  Directors") receive a
quarterly payment of $1,250 and $500 for each Board meeting attended,  excluding
telephonic meetings. They are also reimbursed for usual and ordinary expenses of
meeting  attendance.  Under the  Non-Employee  Directors' Stock Option Plan (the
"Directors'  Plan") each  Non-Affiliate  Director is offered options to purchase
6,000  shares  of  Common  Stock  following  the  Company's  Annual  Meeting  of
Stockholders. The exercise price for any option grants under the Directors' Plan
will be the average closing price of the Common Stock during the 30 trading days
immediately  preceding the date of grant.  Options  granted under the Directors'
Plan vest in 12 equal monthly  installments during the Non-Affiliate  Director's
continued  service  on the  Board.  The  option  price  may be paid in cash,  by
surrendering  shares  of Common  Stock or by a  combination  of cash and  Common
Stock.  All options expire ten years after their grant.  Up to 200,000 shares of
Common  Stock may be issued  under  the  Directors'  Plan,  subject  to  certain
adjustments.

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS

John C. Backus, Jr.

         The Company had an employment agreement with John C. Backus, Jr., dated
as of August 11, 1997,  that  provided  that Mr. Backus would serve as President
and Chief  Executive  Officer of the Company  until  December 31,  2000,  unless
further   extended  or  sooner   terminated  as  set  forth  in  the  agreement.
Furthermore,  the Company agreed that it would  annually  nominate and take such
action as may be  appropriate or necessary to seek  stockholder  election of Mr.
<PAGE>

Backus to the  Company's  Board of  Directors.  Mr. Backus also agreed to resign
from the Board in  connection  with,  and  effective  upon,  termination  of his
employment  with the  Company.  On August 17,  1998,  Mr.  Backus  resigned  his
position as President and Chief Executive Officer of the Company and assumed the
position of Chairman of the  Executive  Committee.  Mr. Backus was entitled to a
base  salary of $350,000  per year and an annual  bonus of up to 75% of his base
salary and certain  fringe  benefits.  In addition,  Mr.  Backus was entitled to
participate in all bonus and incentive  compensation  plans or arrangements made
available by the Company to its officers and directors.

Other Named Executive Officers

         The Company has an  employment  agreement  with Albert N.  Wergley (the
"Executive"),  dated as of December 17, 1997,  providing that the Executive will
serve as General Counsel of the Company until December 31, 1999,  unless further
extended or sooner  terminated  as set forth in the  agreement.  The Company had
substantially similar agreements with Mark L. Baird and Joseph P. Payne prior to
their termination of employment with the Company on March 31, 1999.

         The Executive is entitled to a base salary per year and annual bonuses.
In  addition,  he  is  entitled  to  participate  in  all  bonus  and  incentive
compensation plans or arrangements made available by the Company to its officers
and  directors  and is  entitled  to receive  such  benefits  as provided to all
salaried  employees as well as those  established by the Compensation  Committee
for the Company's  executives.  The Executive's  employment agreement terminates
automatically upon the Executive's death in which case the Company would have no
further  obligation to the Executive or his estate other than the disposition of
life insurance and related  benefits and accrued and unpaid base salary,  bonus,
unreimbursed  expenses and incentive  compensation for periods prior to the date
of death (the "Standard  Termination  Payments").  The Company may terminate the
agreement for "cause" (as defined) or if the Executive  incurs a disability that
continues for a period of 180 consecutive  days. The Executive may terminate the
agreement for "good reason" (as defined).  The Executive may also  terminate the
agreement  in which case the  Company  would have no further  obligation  to the
Executive  except  for  the  Standard  Termination   Payments.  If  the  Company
terminates  the  Executive  for  other  than  "cause"  or upon  death  or  total
disability,  or if the Executive  terminates  the agreement  because the Company
fails to comply with the  agreement or  following a "Change in Control"  whereby
the  Executive's  duties  are  substantially  diminished  or  the  Executive  is
relocated,  then the  Executive  is entitled  to: (i) the  Standard  Termination
Payment;  (ii) any bonus  earned  but not yet paid  under any "Stay  Put" or any
other bonus program;  (iii) 100% of his annual base salary; and (iv) any and all
options granted shall be vested for twelve months and exercisable for the longer
of twelve months after the  termination  date or period for exercise as provided
in the Executive's option agreement.  In addition, if the Company terminates the
Executive  following  a "Change  of  Control"  for  other  than  "cause,"  total
disability or upon death, or if the Executive  terminates the agreement due to a
substantial change in duties or relocation  following a "Change in Control," the
Executive shall have the following  additional rights: (i) the Company shall pay
an additional 50% of the  Executive's  annual base salary,  (ii) all granted but
unvested options shall become  immediately  vested and nonforfeitable and remain
exercisable for their respective  remaining terms, and (iii) the Executive shall
have the right to cause the Company to purchase  all or a portion of the options
at their fair value on the date of termination.

<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
-----------------------------------------------------------------------

         The  following  table  sets  forth  information  as of April  1,  1999,
regarding  beneficial ownership of the Company's Common Stock by (i) each person
who is known to the Company to own  beneficially  more than five  percent of the
Company's Common Stock, (ii) each director of the Company,  (iii) each executive
officer  named  in  the  Summary   Compensation   Table  (the  "Named  Executive
Officers"), and (iv) all current directors and executive officers of the Company
as a group.  The  information  on  beneficial  ownership  in the  table  and the
footnotes  thereto  is based  upon the  Company's  records  and the most  recent
Schedule 13D or 13G filed by each such person or entity and information supplied
to the Company by such person or entity. Unless otherwise indicated, each person
has sole  voting  power and sole  investment  power  with  respect to the shares
shown. Under the rules of the Securities and Exchange  Commission,  a person who
directly or  indirectly  has or shares  voting  power or  investment  power with
respect to a security is considered a beneficial  owner of the security.  Voting
power is the power to vote or to direct the voting of securities, and investment
power is the power to  dispose of or to direct the  disposition  of  securities.
Securities as to which voting power or investment  power may be acquired  within
60 days are  also  considered  as  beneficially  owned  under  the  rules of the
Securities and Exchange Commission.

<PAGE>

<TABLE>

                                    OWNERSHIP OF COMMON STOCK


                                                                   Beneficial Ownership         
                                                               -----------------------------
                                                               Number of
         Name of Stockholder                                    Shares               Percent
         -------------------                                   ---------             -------
         <S>                                                   <C>                   <C>
         WorldCorp, Inc.                                       8,734,273  <F1>        27.5%
                13873 Park Center Road
                Suite 490
                Herndon, Virginia 22071

         Morgan Stanley, Dean Witter & Co.                     3,039,223  <F2>         9.6%
                1585 Broadway
                New York, New York  10036

         John H. Timmis
                28 Hawley Road
                North Salem, NY  10560                         2,007,000  <F3>         6.3%

         John C. Backus, Jr.                                     664,909  <F4>         2.1%

         William F. Gorog                                        653,741  <F5>         2.1%

         Alfred S. Dominick, Jr.                                 110,000                 *

         Albert N. Wergley                                        42,331  <F6>           *

         Patrick F. Graham                                        34,500  <F7>           *

         L. William Seidman                                       24,500  <F8>           *

         Mark L. Baird                                            18,583  <F9>           *

         Joseph P. Payne                                          12,197  <F10>          *

         John J. McDonnell, Jr.                                    5,500  <F11>          *

         Directors and Executive Officers
            as a Group (9 persons)                             1,566,261  <F12>        4.8%

---------------
<FN>

<F1>  Includes  1,615,396  shares held by World  Airways,  Inc., an affiliate of
      WorldCorp,  Inc. On February 12, 1999,  WorldCorp,  Inc. filed a Voluntary
      Petition and a proposed  plan of  reorganization  under  Chapter 11 of the
      United States  Bankruptcy Code with the United States Bankruptcy Court for
      the District of Delaware.

<F2>  As reported in the Schedule  13G/A filed with the SEC with  information as
      of February 10, 1999,  includes shares held in accounts  managed by Morgan
      Stanley  Dean  Witter  Investment   Management  Limited,  a  wholly  owned
      subsidiary of Morgan Stanley, Dean Witter & Co.

<F3>  As reported  in the Schedule 13G/A filed with the  SEC with information as
      of February 16, 1999.

<F4>  Includes  500,000  shares of Common  Stock  issuable  upon the exercise of
      options  and options to purchase 125,000 shares transferred by  Mr. Backus
      to an irrevocable trust for the benefit of his children.

<F5>  Includes  50,000  shares of Common  Stock  issuable  upon the  exercise of
      options  and 35,000  shares  held by Mr.  Gorog's  wife.  Does not include
      10,000  shares held by a foundation  trust for which Mr. Gorog is trustee.
      Mr. Gorog disclaims  beneficial  ownership of such shares held by his wife
      and by the trust.

<F6>  Includes  36,331 shares  of Common Stock  issuable  upon  the  exercise of
      options.
<PAGE>

<F7>  Includes  34,000  shares of Common  Stock  issuable  upon the  exercise of
      options.  Does not include  8,734,273 shares of Common Stock  beneficially
      held by WorldCorp,  of which Mr. Graham serves as chief executive officer.
      Mr. Graham disclaims beneficial ownership of such shares.

<F8>  Includes  11,500 shares  of Common  Stock  issuable upon the  exercise  of
      options.

<F9>  Includes  18,583 shares  of Common  Stock  issuable  upon the exercise  of
      options.

<F10> Includes  12,055  shares of  Common  Stock issuable  upon the  exercise of
      options.

<F11> Includes  5,500  shares  of Common  Stock issuable  upon the  exercise  of
      options.

<F12> Includes  792,969  shares of  Common Stock  issuable upon  the exercise of
      options.

  *   Less than 1%.
</FN>
</TABLE>


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-------------------------------------------------------

         Pursuant to an Agreement dated as of July 31, 1998, the Company sold to
CDT Corporation certain of the Company's assets and inventories  relating to the
Company's  discontinued  telecommunications  repair business. At the time of the
Agreement,  Mark L. Baird was an  executive  officer of the Company and was also
the  president  and a  director  of  CDT  Corporation.  The  price  paid  by CDT
Corporation for the assets and  inventories was $85,000 in cash.  Since the sale
of the  telecommunications  repair  business,  the Company leased  approximately
5,200 square feet of its Connecticut  facility to CDT Corporation.  The lease is
terminable by either party on forty-five  days notice.  During 1998, the Company
received $10,400 in deposits and lease payments relating to this lease.

<PAGE>

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                       INTELIDATA TECHNOLOGIES CORPORATION

                       By  /s/ Alfred S. Dominick, Jr.
                           ---------------------------            
                           Alfred S. Dominick, Jr.
                           President, Chief Executive Officer, Acting
                           Chief Financial Officer and Director
                           (Principal Executive and Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the dates indicated.

<TABLE>

Signature                       Title                                      Date
---------                       -----                                      ----
<S>                             <C>                                        <C>
/s/ Alfred S. Dominick, Jr.     President, Chief Executive Officer,        April 30, 1999
---------------------------     Acting Chief Financial Officer and
Alfred S. Dominick, Jr.         Director (Principal Executive and
                                Financial Officer)


/s/ William F. Gorog            Chairman of the Board and Director         April 30, 1999
--------------------
William F. Gorog


/s/ Steven P. Mullins           Controller                                 April 30, 1999
---------------------           (Principal Accounting Officer)
Steven P. Mullins               


/s/ John C. Backus, Jr.         Director                                   April 30, 1999
-----------------------
John C. Backus, Jr.


/s/ Patrick F. Graham           Director                                   April 30, 1999
---------------------
Patrick F. Graham


/s/ John J. McDonnell, Jr.      Director                                   April 30, 1999
--------------------------
John J. McDonnell, Jr.


/s/ L. William Seidman          Director                                   April 30, 1999
----------------------
L. William Seidman

</TABLE>