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, 1997    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)

               13100 Worldgate Drive, Suite 600, Herndon, VA 20170
                    (Address of Principal Executive Offices)
                                 (703) 834-8500
              (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 [ ].

The  aggregate  market value of the Common Stock held by  non-affiliates  of the
registrant on March 1, 1998, was approximately $65,142,000.  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,
1998 was 31,170,949.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      NONE

<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.....11

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

Signatures....................................................................14

<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          72    Director; Chairman of the Board

John C. Backus, Jr.       39    Director; President and Chief Executive Officer

Brian A. Bogosian         41    Director; President and Chief Executive Officer,
                                Telecommunications Division

T. Coleman Andrews, III   43    Director

Patrick F. Graham         58    Director

John J. McDonnell, Jr.    60    Director

L. William Seidman        77    Director

WILLIAM F. GOROG,  age 72, has served as Chairman of the Board of  Directors  of
the Company since 1996.  Mr. Gorog was the founder of US Order and had served as
its chairman and chief executive  officer from May 1990 until the Merger.  He is
chairman of the executive committee of WorldCorp, Inc., and prior to April 1997,
he served as chairman of the board of directors of WorldCorp.  From October 1987
until  founding  US  Order,  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.  He also serves as a director
of Home Financial Network, Inc.

JOHN C. BACKUS,  JR., age 39, has been  President  and a director of the Company
since 1996 and became Chief Executive  Officer in 1997. 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
Home Financial Network, Inc.
<PAGE>
BRIAN A. BOGOSIAN,  age 41, has been a director since January 1998 and President
and Chief Executive Officer of the Company's  Telecommunications  Division since
December 1997. Previously, Mr. Bogosian was president of USTeleCenters,  Inc., a
marketer for the Regional Bell Operating Companies. Prior to USTeleCenters,  Mr.
Bogosian  was senior  vice  president  of AIM  Telecom,  a  telephone  equipment
company. Before AIM, he served in management positions with Bell Atlantic, SNET,
and CTC Communications.

T. COLEMAN  ANDREWS,  III, age 43, has served as a director of the Company since
1996 and was a director of US Order from 1990 until the  Merger.  He is chairman
of  WorldCorp,  Inc.,  a position he has held since April 1997,  and chairman of
World Airways, Inc., a position he has held since 1986. From 1987 to April 1997,
Mr. Andrews also served as chief  executive  officer of WorldCorp,  and prior to
1996, he served as chief executive  officer of World Airways.  From 1978 through
1986, he was affiliated  with Bain & Company,  Inc., an  international  strategy
consulting  firm.  Prior to his  experience  with Bain,  Mr.  Andrews  served in
several appointed positions in The White House during the Ford Administration.

PATRICK F.  GRAHAM,  age 58, 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 has 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.

JOHN J.  MCDONNELL,  JR., age 60, 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. Prior to that, he
was president and chief  executive  officer of Digital Radio  Networks,  Inc., a
local access bypass carrier.  Previously,  he held executive  positions with the
Electronic  Industries  Association  and Tymnet,  Inc. Mr.  McDonnell  currently
serves  as  a  director  of  Credit  Management  Solutions,   Inc.,  a  software
development company, and Omnilink.

L. WILLIAM SEIDMAN,  age 77, 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 processing company.
<PAGE>
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,  1997,  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, except that a Form 3 with respect
to Mr.  McDonnell  becoming  a member of the Board and which  disclosed  that he
owned no shares of the Company's Common Stock was filed sixteen days late.

ITEM 11. EXECUTIVE AND DIRECTOR COMPENSATION
--------------------------------------------

SUMMARY COMPENSATION TABLE

         Because (i) the Company was not a reporting company pursuant to Section
13(a) or 15(d) of the Exchange Act until  November 7, 1996, and (ii) each of its
predecessors,  US Order and Colonial  Data,  were  reporting  companies and have
reported executive compensation  information through the year ended December 31,
1995,  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,
1997, 1996 and 1995 of (a) the two individuals who served as the Company's Chief
Executive Officer during 1997, 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, 1997.

<PAGE>

<TABLE>
                                                                           Long-Term Compensation
                                                                         ---------------------------
                                                                                   Awards
                                                                         ---------------------------
                                        Annual Compensation              Restricted      Securities
                              ----------------------------------------     Stock         Underlying        All Other
                              Year    Salary($)  Bonus($)(1)  Other($)    Awards(#)      Options(#)    Compensation($)(2)
                              ----    ---------  -----------  --------   ----------     ------------   ------------------
<S>                           <C>     <C>        <C>          <C>        <C>            <C>            <C>
John C. Backus, Jr.           1997     301,032         --       --            --        1,025,000 (4)         9,025
   President and Chief        1996     250,000         --       --            --               --             7,180
   Executive Officer (3)      1995     250,000     25,000       --            --               --             9,250

Robert J. Schock              1997     118,269         --       --            --               --           760,453 (5)
   Chief Executive            1996     200,000    350,000       --            --          100,000 (6)        19,991
   Officer (3)                1995     150,000     98,075       --            --               --             9,942

William F. Gorog              1997     250,000         --       --            --          100,000             2,375
   Chairman                   1996     250,000         --       --            --               --                --
                              1995     250,000     25,000       --            --               --                --

Mark L. Baird                 1997     132,308     25,000       --            --           77,000 (7)         3,128
   Vice President,            1996     114,846     10,000       --            --           22,000             1,280
   Operations                 1995      78,333     12,000       --            --               --                --

John W. Hillyard (8)          1997     131,366     25,000       --            --           75,000            87,168
   Vice President and         1996          --         --       --            --               --                --
   Chief Financial Officer    1995          --         --       --            --               --                --

Albert N. Wergley (9)         1997     131,537     25,000       --            --           94,502 (10)        2,375
   Vice President, General    1996     121,225     11,500       --            --           16,000                --
   Counsel and Secretary      1995      72,814     11,558       --            --           50,000                --

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

         (2)    For 1997,  includes:  (i) fees paid under a consulting agreement
                with Mr.  Schock;  (ii) the dollar value of  insurance  premiums
                paid by the Company for the benefit of Mr.  Schock  ($8,078) and
                Mr.  Backus  ($6,650);  (iii)  the  amount of  Company  matching
                contributions  made on behalf of the named individuals under the
                Company's 401(K) Plan as follows: Messrs. Schock, Backus, Gorog,
                Baird and Wergley ($2,375 each) and Mr. Hillyard ($1,363);  (iv)
                automobile allowance for Mr. Baird ($753); and (v) reimbursement
                of relocation expenses for Mr. Hillyard ($85,805).

         (3)    Mr. Backus  succeeded Mr. Schock as Chief Executive  Officer  on
                May 7, 1997.

         (4)    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.

         (5)    Mr. Schock served as Chief Executive Officer of the Company from
                January 1, 1997 until May 7, 1997. On May 7, 1997, Mr.  Schock's
                employment  agreement with the Company terminated and he entered
                into a consulting  agreement with the Company. The amounts shown
                in the  table  above  include  $750,000  of  payments  under the
                consulting agreement. See "Employment Contracts,  Termination of
                Employment  and  Change-In-Control   Arrangements  -  Robert  J.
                Schock"  for a  description  of  the  terms  of  the  consulting
                agreement.

         (6)    These options were canceled in May 1997.

         (7)    Includes 22,000 options previously granted that were repriced in
                1997.

         (8)    Mr. Hillyard became an employee of the Company on January 8, 1997.
<PAGE>
         (9)    Mr. Wergley became an employee of the Company on May 3, 1995.

         (10)   Includes 44,502 options previously granted that were repriced in
                1997.
</FN>
</TABLE>

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
                           Number of        % of Total                                      at Assumed Annual Rates of   
                           Securities      Options/SARs                                      Stock Price Appreciation
                           Underlying       Granted to        Exercise or                      for Option Term (1)
                          Options/SARs     Employees in       Base Price    Expiration      --------------------------
Name                       Granted (#)      Fiscal Year         ($/Sh)          Date        5% ($)             10% ($)
----                      ------------     ------------       -----------   ----------      -------            -------
<S>                       <C>              <C>                <C>           <C>             <C>                <C>
John C. Backus, Jr.          175,000 (2)        7.0%               $3.00     8/11/07        330,750            836,500
                             850,000           33.9%               $1.80     8/1/04         321,007            916,969

Robert J. Schock                  --            --                  --          --             --                 --

William F. Gorog             100,000           4.0%                $6.00     5/21/07        235,000            729,000

Mark L. Baird                  5,000           0.2%               $5.125     5/21/05         12,225             29,325
                              50,000           2.0%                $3.00     8/11/05         71,500            171,500
                              22,000           0.9%                $6.00     11/5/06         42,912            133,848

John W. Hillyard              25,000           1.0%                $6.00     1/8/05          39,299            124,650
                              50,000           2.0%                $3.00     8/11/05         71,500            171,500

Albert N. Wergley             50,000           2.0%                $3.00     8/11/05         71,500            171,500
                              30,001           1.2%                $6.00     5/3/03          16,200             67,502
                               4,501           0.2%                $6.00     2/13/04          3,916             13,863
                              10,000           0.4%                $6.00     10/1/04         12,100             39,900
--------------------------
<FN>
         (1)   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.  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.

         (2)   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.
</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, 1997 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, 1997(#)           at December 31, 1997($)(1)
                    Shares Acquired         Value         ------------------------------       ---------------------------
Name                on Exercise (#)       Realized($)     Exercisable      Unexercisable       Exercisable   Unexercisable
----                ---------------       -----------     -----------      -------------       -----------   -------------
<S>                 <C>                   <C>             <C>              <C>                 <C>           <C>

John C. Backus, Jr.     - 0 -                - 0 -          625,000          400,000              25,000         9,000
Robert J. Schock        - 0 -                - 0 -           - 0 -            - 0 -               - 0 -          - 0 -
William F. Gorog        - 0 -                - 0 -          450,000           50,000             344,000         - 0 -
Mark L. Baird           - 0 -                - 0 -           10,000           77,000              - 0 -          - 0 -
John W. Hillyard        - 0 -                - 0 -           - 0 -            75,000              - 0 -          - 0 -
Albert N. Wergley       - 0 -                - 0 -           21,498           94,502              - 0 -          - 0 -

-------------------------
<FN>
     (1)  Value based on last reported sale price of the Company's  common stock
          on December  31, 1997 (the last trading day of the year) on the Nasdaq
          National Market minus the exercise price. The last reported sale price
          at December 31, 1997 was $1.84 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  has  entered  into an  employment  agreement  with John C.
Backus,  Jr. as of August 11,  1997,  providing  that Mr.  Backus  will 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 will annually  nominate and take such action as may be
appropriate  or  necessary  to seek  stockholder  election of Mr.  Backus to the
Company's Board of Directors.  Mr. Backus has agreed to resign from the Board in
connection  with, and effective  upon,  termination  of his employment  with the
Company.
<PAGE>
         Mr.  Backus is 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 is entitled  to  participate  in all bonus and  incentive
compensation plans or arrangements made available by the Company to its officers
and  directors.  Mr. Backus was granted  options to purchase  600,000  shares of
Common Stock  pursuant to the Company's  1996  Incentive Plan and Mr. Backus has
agreed to hold 25,000 shares of Common Stock for the duration of his  employment
agreement.

         Mr. Backus'  employment  agreement  terminates  automatically  upon his
death in which case the Company  would have no further  obligation to Mr. Backus
or his estate other than the disposition of life insurance and related  benefits
and accrued and unpaid base salary and incentive  compensation for periods prior
to the date of death and the  Retirement  Benefit (as defined).  The Company may
terminate  the  agreement  for "cause" (as  defined) or if Mr.  Backus  incurs a
disability that continues for a period of 12 consecutive  months. Mr. Backus may
terminate  the agreement  upon prior written  notice to the Company or for "good
reason"  (as  defined).  If the  Company  terminates  Mr.  Backus for other than
"cause," or if Mr.  Backus  terminates  the  agreement  for "good  reason,"  (as
defined) or if Mr. Backus' employment is terminated within two years prior to or
following a "Change in Control" (as  defined),  then Mr.  Backus is entitled to:
(i) the  undiscounted  remainder of his base salary,  any deferred salary and/or
bonus compensation, and a Retirement Benefit (as defined), whether or not vested
immediately  prior to his  termination;  (ii) an  amount  equal  to the  highest
incentive  bonus paid to him during the three years  preceding his  termination,
prorated through his month of termination; (iii) certain other compensation; and
(iv) all granted but unvested options become immediately  exercisable and remain
exercisable for their respective remaining terms.

         In December 1997,  Mr. Backus agreed to cancel 425,000  options with an
exercise price of $3.00  previously  granted to him in 1997. In consideration of
this  cancellation  of  options,  the  Compensation  Committee  of the  Board of
Directors  repriced 850,000 options  previously  granted to Mr. Backus (of which
750,000  were vested)  from an exercise  price of $7.13 to an exercise  price of
$1.80. The vesting schedule for the repriced options was also changed to provide
that 425,000  options are vested and the remaining  425,000 options will vest in
2002, but will accelerate upon certain stock performance milestones.

JOHN W. HILLYARD, MARK L. BAIRD AND ALBERT N. WERGLEY

         The Company has entered into an employment  agreement with each of John
W. Hillyard, Mark L. Baird and Albert N. Wergley (each an "Executive"),  each as
of December 17, 1997,  providing that Messrs.  Hillyard,  Baird and Wergley will
serve  as  Vice  President  and  Chief  Financial  Officer,  Vice  President  of
Operations, and Vice President and General Counsel, respectively, of the Company
until  December 31, 1999,  unless further  extended or sooner  terminated as set
forth in the agreement.

         Each  Executive  is  entitled  to a base  salary  per year  and  annual
bonuses. In addition, each 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.
<PAGE>
         Each Executive's  employment  agreement  terminates  automatically upon
such  Executive's  death  in  which  case  the  Company  would  have no  further
obligation to such  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 such
Executive  except  for  the  Standard  Termination   Payments.  If  the  Company
terminates  an  Executive  for  other  than  "cause"  or  upon  death  or  total
disability,  or if such 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 such  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 such Executive's  option agreement.  In addition,  if the Company  terminates
such  Executive  following a "Change of Control" for other than  "cause,"  total
disability or upon death, or if such 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 such 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) such 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.

ROBERT J. SCHOCK

         During the period from January 1, 1997 to May 7, 1997, Robert J. Schock
was Chief Executive Officer of the Company. Prior to May 7, 1997, Mr. Schock had
an  employment  agreement  with the  Company  which  provided  that  should  the
employment agreement be terminated under certain circumstances, Mr. Schock would
have the option of entering into a consulting  agreement  with the Company for a
term of three years.

         Mr. Schock resigned his position as Chief  Executive  Officer on May 7,
1997,  and at that time Mr.  Schock and the Company  entered  into a  consulting
agreement (the  "Consulting  Agreement") with a term commencing on that date and
ending June 30,  2000.  Under the  Consulting  Agreement,  the Company  paid Mr.
Schock an initial  payment of $750,000 and pays an additional  $25,000 per year,
payable  ratably in equal monthly  installments.  The Consulting  Agreement also
provides Mr. Schock with continued  participation or equivalent  benefits in the
Company's  disability and health insurance plans (including  dependent coverage)
and continues the life insurance  provided to Mr. Schock as of the  commencement
of the Consulting Agreement.

         Pursuant to the Consulting Agreement, Mr.  Schock  provides  consulting
services  to  the  Company  with respect  to  the  Company's  telecommunications
equipment business.  Under the
<PAGE>
Consulting Agreement,  Mr. Schock agreed not to compete with the business of the
Company during the term of the Consulting  Agreement and for two years after the
termination of the Consulting Agreement.  Mr. Schock also agreed to keep certain
information  confidential and to provide certain other support and assistance to
the Company.

         The Consulting  Agreement is terminable upon certain events,  including
disability, death or material breach.

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

         The  following  table  sets  forth  information  as of April 16,  1997,
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 direct the voting of  securities,  and  investment
power is the  power to  dispose  of or 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>


                            OWNERSHIP OF COMMON STOCK


                                                      BENEFICIAL OWNERSHIP
                                                  -----------------------------
                                                    NUMBER OF
  NAME OF STOCKHOLDER                                 SHARES            PERCENT
  -------------------                             --------------        -------
  WorldCorp, Inc.                                 9,179,273  (1)         29.4%
         13873 Park Center Road
         Suite 490
         Herndon, Virginia 22071

  Morgan Stanley, Dean Witter, Discover & Co.     3,185,323  (2)         10.2%
         1585 Broadway
         New York, New York  10036

  John C. Backus, Jr.                               696,033  (3)          2.2%

  William F. Gorog                                  641,212  (4)          2.0%

  Albert N. Wergley                                  36,332  (5)            *

  Patrick F. Graham                                  26,291  (6)            *

  Mark L. Baird                                      20,583  (7)            *

  L. William Seidman                                  9,000  (8)            *

  John W. Hillyard                                    8,333  (9)            *

  T. Coleman Andrews, III                             6,000  (10)           *

  Robert J. Schock                                      500  (11)           *

  Brian A. Bogosian                                      --                --

  John J. McDonnell, Jr.                                 --                --

  Directors and Executive Officers
     as a Group (11 persons)                      1,444,284  (12)         4.5%

---------------
(1)   Consists  of  shares  owned by WorldCorp Investments, Inc., a wholly owned
      subsidiary of WorldCorp.

(2)   As reported in the Schedule 13G filed with the SEC with  information as of
      December  31,  1997,  includes  shares held in accounts  managed by Morgan
      Stanley  Asset  Management  Limited,  a wholly owned  subsidiary of Morgan
      Stanley, Dean Witter, Discover & Co.

(3)   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.

(4)   Includes  450,000  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.

(5)   Includes  36,332  shares  of  Common  Stock  issuable upon the exercise of
      options.

(6)   Includes  25,791  shares of Common  Stock  issuable  upon the  exercise of
      options.  Does not include  9,179,273 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.

                                     (Footnotes continued on the following page)
<PAGE>
(7)   Includes  18,583  shares  of  Common  Stock  issuable upon the exercise of
      options.

(8)   Includes  6,000  shares  of  Common  Stock  issuable  upon the exercise of
      options.

(9)   Includes  8,333  shares  of  Common  Stock  issuable  upon the exercise of
      options.

(10)  Includes  6,000  shares of Common  Stock  issuable  upon the  exercise  of
      options.  Does not include  9,179,273 shares of Common Stock  beneficially
      held by WorldCorp,  of which Mr. Andrews  serves as chairman.  Mr. Andrews
      disclaims beneficial ownership of such shares.

(11)  Includes 500 shares held by his wife as to which Mr.  Schock may be deemed
      to share voting and  investment  power.  Mr. Schock  disclaims  beneficial
      ownership of such shares held by his wife.

(12)  Includes  1,176,039  shares of Common Stock  issuable upon the exercise of
      options.

  *   Less than 1%.

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

         Pursuant to an Agreement dated as of March 1, 1996,  Colonial Data sold
to Robert J. Schock, director,  Chairman, President and Chief Executive Officer,
all of the stock of a  subsidiary  which  owned as its sole  asset an  airplane.
Since the sale of the  subsidiary  to Mr.  Schock,  the Company has continued to
utilize the  airplane  for  business  purposes.  Pursuant  to a lease  agreement
between the Company and a  corporation  owned by Robert J.  Schock,  the Company
leases an airplane owned by the corporation and pays rent to the lessor based on
the number of flight hours and directly pays expenses  relating to the Company's
use and  operation  of the  airplane.  The  Company  paid  $259,297  in 1997 for
expenses related to the use of the airplane.

<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/ John C. Backus, Jr.
                              -----------------------------------------------
                              JOHN C. BACKUS, JR.
                              Director; President and Chief Executive Officer
                              (Principal Executive 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/ John C. Backus, Jr.          Director; President and Chief Executive   April 30, 1998
     -----------------------          Officer (Principal Executive Officer)
     JOHN C. BACKUS, JR.      

     /s/ William F. Gorog             Director; Chairman of the Board           April 30, 1998
     --------------------
     WILLIAM F. GOROG

     -----------------                Director; President and Chief Executive   April 30, 1998
     BRIAN A. BOGOSIAN                Officer, Telecommunications Division

     /s/ John W. Hillyard             Vice President and Chief Financial        April 30, 1998
     --------------------             Officer (Principal Financial and
     JOHN W. HILLYARD                 Accounting Officer)

     /s/ T. Coleman Andrews, III      Director                                  April 30, 1998
     ---------------------------
     T. COLEMAN ANDREWS, III

     /s/ Patrick F. Graham
     ---------------------            Director                                  April 30, 1998
     PATRICK F. GRAHAM

     /s/ John J. McDonnell, Jr.       Director                                  April 30, 1998
     --------------------------
     JOHN J. MCDONNELL, JR.

     /s/ L. William Seidman           Director                                  April 30, 1998
     ----------------------
     L. WILLIAM SEIDMAN
</TABLE>