SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

                                   (Mark One)

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended April 30, 2000

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

           For the transition period from ____________ to ____________

                          Commission File Number 0-9747


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



Delaware                                                        85-0278207
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                              Identification No.)

      1921 Gallows Road, Suite 200, Vienna, Virginia               22182
        (Address of principal executive offices)                (Zip Code)

       Registrant's telephone number, including area code: (703) 761-3700



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 the  filing
requirements for the past 90 days. Yes |X| No __

As of June 8, 2000,  14,868,378  shares of the  registrant's  Common Stock,  par
value $.01 per share, were outstanding.


<PAGE>





                       EXCALIBUR TECHNOLOGIES CORPORATION

                          QUARTERLY REPORT ON FORM 10-Q
                      FOR THE QUARTER ENDED APRIL 30, 2000

                                TABLE OF CONTENTS


                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements:                                            Page
                                                                          ----

         Consolidated Balance Sheets
         April 30, 2000 (unaudited) and January 31, 2000.....................3

         Consolidated Statements of Operations and Comprehensive
         Loss(unaudited)
         Three months ended April 30, 2000 and 1999..........................4

         Consolidated Statements of Cash Flows (unaudited)
         Three months ended April 30, 2000 and 1999..........................5

         Notes to Consolidated Financial Statements..........................6


Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations..........................................10


                           PART II. OTHER INFORMATION

Items 1. - 6.   ............................................................16


Signatures      ............................................................17


<PAGE>


                       EXCALIBUR TECHNOLOGIES CORPORATION
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                      (in thousands, except per share data)

                                                          April 30,  January 31,
                                                             2000        2000
                ASSETS                                    (Unaudited)
                                                            --------   --------
Current Assets:
     Cash and cash equivalents........................      $ 10,625   $ 10,884
     Short term investments...........................           178        178
     Accounts receivable, net of allowance for doubtful
          accounts of $924 and $830, respectively.....        13,124     14,254
     Prepaid expenses and other ......................         2,358      2,354
                                                            --------   --------
           Total current assets.......................        26,285     27,670

Equipment and leasehold improvements, net of
   accumulated  depreciation of $7,875 and $7,594,
   respectively.......................................         2,066      1,766
Other assets..........................................         1,003      1,251
                                                            --------   --------
         Total assets.................................      $ 29,354   $ 30,687
                                                            ========   ========

              LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
     Accounts payable.................................         2,092      1,982
     Accrued expenses.................................         1,633      2,474
     Deferred revenues................................         3,891      3,926
                                                            --------   --------
           Total current liabilities..................         7,616      8,382

Shareholders' Equity:
     5% Cumulative convertible preferred stock, $0.01 par
         value, preference in liquidation $10 per share plus
         dividends, 1,000 shares authorized; 27 shares
         issued and outstanding.......................           271        271
     Common stock, $0.01 par value, 40,000 shares authorized;
         14,755 and 14,646 shares issued and outstanding         147        146
     Additional paid-in capital.......................        79,151     78,024
     Accumulated deficit .............................       (57,807)   (56,138)
     Accumulated other comprehensive income (loss)....           (24)         2
                                                            --------   --------
         Total shareholders' equity...................        21,738     22,305
                                                            --------   --------
         Total liabilities and shareholders' equity         $ 29,354   $ 30,687
                                                            ========   ========


              The accompanying notes are an integral part of these
                       consolidated financial statements.


<PAGE>


                       EXCALIBUR TECHNOLOGIES CORPORATION
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                             AND COMPREHENSIVE LOSS
                                   (unaudited)
                      (in thousands, except per share data)

                                                           Three Months Ended
                                                                April 30,
                                                            200          1999
                                                          --------     --------

Revenues:
    Software..........................................    $  7,511     $  6,527
    Maintenance.......................................       1,873        1,232
                                                          --------     --------
                                                             9,384        7,759
                                                          --------     --------

Expenses:
    Cost of software revenues.........................       1,142        1,023
    Cost of maintenance revenues......................         417          544
    Sales and marketing...............................       5,569        3,894
    Research and product development..................       2,688        2,489
    General and administrative........................       1,331        1,278
                                                          --------     --------
                                                            11,147        9,228
                                                          --------     --------

Operating loss........................................      (1,763)      (1,468)

Other income (expenses):
    Interest income, net..............................          95           58
    Write-off of investment in affiliate..............           -         (471)
                                                          --------     --------

Net loss..............................................      (1,668)      (1,882)

Dividends on preferred stock..........................           3            3
                                                          --------     ---------

Net loss applicable to common shareholders............    $ (1,671)    $ (1,885)
                                                          ========     ========

Basic and diluted net loss per common share...........    $  (0.11)    $  (0.14)
Weighted-average number of common shares outstanding -
    basic and diluted ................................      14,714       13,927
Other comprehensive income (loss):
Net loss..............................................    $ (1,668)    $ (1,882)
    Foreign currency translation adjustment...........         (26)          63
                                                          --------     --------
Comprehensive loss....................................    $ (1,694)    $ (1,819)
                                                          ========     ========


              The accompanying notes are an integral part of these
                       consolidated financial statements.


<PAGE>


                       EXCALIBUR TECHNOLOGIES CORPORATION
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)
                                 (in thousands)

                                                          For the Three Months
                                                             Ended April 30,
                                                           2000          1999
                                                         --------      --------

Cash Flows from Operating Activities:
     Net loss.........................................   $ (1,668)     $ (1,882)
     Adjustments to reconcile net loss to net cash
       used in operating activities:
           Depreciation and amortization..............        326           406
           Bad debt expense...........................        100            40
           Write-off of investment in affiliate.......          -           471
     Changes in operating assets and liabilities:
           Accounts receivable........................        874          (579)
           Prepaid expenses and other assets..........        205            84
           Accounts payable and accrued expenses......       (703)         (690)
           Deferred revenues..........................          1           165
                                                         --------      --------
     Net cash used in operating activities............       (865)       (1,985)
                                                         --------      --------

Cash Flows from Investing Activities:
     Purchases of equipment and leasehold improvements       (601)         (330)
     Purchase of investments..........................          -          (178)
                                                         --------      --------
     Net cash used in investing activities............       (601)         (508)
                                                         --------      --------

Cash Flows from Financing Activities:
     Gross proceeds from the issuance of common stock.         67         5,037
     Proceeds from the exercise of stock options......      1,061           999
     Issuance costs in connection with private placement        -          (256)
                                                         --------      --------
     Net cash provided by financing activities........      1,128         5,780

                                                         --------      --------
Effect of Exchange Rate Changes on Cash..............          79            86
                                                         --------      --------

Net Increase (Decrease) in Cash and Cash Equivalents.        (259)        3,373

Cash and Cash Equivalents, beginning of period.......      10,884         5,851
                                                         --------      --------
Cash and Cash Equivalents, end of period.............    $ 10,625      $  9,224
                                                         ========      ========


              The accompanying notes are an integral part of these
                       consolidated financial statements.


<PAGE>


                       EXCALIBUR TECHNOLOGIES CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 April 30, 2000


(1)      THE COMPANY

The  consolidated   financial  statements  include  the  accounts  of  Excalibur
Technologies Corporation ("Excalibur") and its wholly owned subsidiaries.  These
entities  are  collectively  referred  to  hereinafter  as  the  "Company."  All
significant intercompany transactions and accounts have been eliminated.

The Company designs, develops, markets and supports high performance,  accurate,
scalable and secure search- powered software solutions. Excalibur offers a suite
of intelligent search solutions for corporate  intranets,  Internet  e-commerce,
online  publishing,  application  service  providers  ("ASP")  and the  original
equipment  manufacturer  ("OEM")  market  that  enables  individuals  to quickly
capture, analyze, index, catalog, access, navigate,  retrieve, publish and share
relevant information residing on an enterprise's networks, intranets,  extranets
and the Internet. The Company offers consulting,  training,  product maintenance
and system  implementation  services in support of its  software  products.  The
Company  licenses its software  products  directly to commercial  businesses and
government  agencies  throughout  North  America,  Europe and other parts of the
world and also  distributes  its software  products to end users through license
agreements with value-added  resellers,  system integrators,  original equipment
manufacturers, application service providers and other strategic partners.

The Company  incurred a net loss of $1.7 million in the three month period ended
April 30, 2000 and has incurred cumulative losses of approximately $12.5 million
over the last three fiscal years. The accumulated  deficit at April 30, 2000 was
$57.8  million.  The  Company's  operations  are  subject to  certain  risks and
uncertainties  including,  among others:  the dependence  upon the timing of the
closing on sales of large software licenses; actual and potential competition by
entities with greater financial  resources,  experience and market presence than
the Company;  rapid technological  changes; the success of the Company's product
marketing  and  product  distribution  strategies;  the  risks  associated  with
acquisitions and international expansion; the need to manage growth; the need to
retain key personnel and protect intellectual  property; and the availability of
additional capital financing on terms acceptable to the Company.


(2)      SIGNIFICANT ACCOUNTING POLICIES

Financial Statement Presentation

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

These consolidated  financial statements are unaudited and have been prepared by
the Company pursuant to the rules and regulations of the Securities and Exchange
Commission  regarding  interim  financial  reporting.  Accordingly,  they do not
include all of the  information  and  footnotes  required by generally  accepted
accounting  principles for complete  financial  statements,  and it is suggested
that these  consolidated  financial  statements be read in conjunction  with the
consolidated  financial  statements,  and the  notes  thereto,  included  in the
Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2000.
In the opinion of  management,  the  consolidated  financial  statements for the
fiscal  periods  presented  herein include all  adjustments  that are normal and
recurring  which are  necessary  for a fair  statement  of the  results  for the
interim  periods.  The results of  operations  for the three month  period ended
April 30,  2000 are not  necessarily  indicative  of the  results for the entire
fiscal year ending January 31, 2001.


<PAGE>



Revenue Recognition

Revenue  from the sale of  software  licenses  is  recognized  upon  shipment of
product, provided that the fee is fixed and determinable, persuasive evidence of
an arrangement  exists and collection of the resulting  receivable is considered
probable.  Software revenues include revenues from licenses, training and system
implementation   services.   Historically,   the  Company  has  not  experienced
significant returns or exchanges of its products from direct sales to customers.
Revenue  related to  customer  support  agreements  is deferred  and  recognized
ratably  over the term of  respective  agreements.  When the Company  provides a
software license and the related  customer  support  arrangement for one bundled
price,  the fair value of the customer  support,  based on the price charged for
that element separately, is deferred and recognized ratably over the term of the
respective agreement.

Customization  work is sometimes  required to ensure that the Company's software
functionality   meets  the   requirements   of  its   customers.   Under   these
circumstances, the Company's revenues are derived from fixed price contracts and
revenue is recognized  using the  percentage  of completion  method based on the
relationship  of actual costs  incurred to total costs  estimated to be incurred
over the duration of the contract.

Cash, Cash Equivalents and Short Term Investments

The Company considers all highly liquid  investments  purchased with an original
maturity  of  three  months  or less to be cash  equivalents.  Cash  equivalents
consist of funds deposited in money market accounts.  Consequently, the carrying
amount of cash and cash  equivalents  approximates  fair  value.  The balance of
short term  investments  at April 30, 2000 consisted of a certificate of deposit
pledged to collateralize a letter of credit required for a leased facility.

Net Loss Per Common Share

Basic loss per common share is computed by dividing net loss available to common
stockholders by the weighted average number of common shares outstanding for the
period. Diluted loss per common share includes the potential dilution that would
occur if securities or other  contracts to issue common stock were  exercised or
converted  into common  stock.  Options to purchase  3,014,602  shares of common
stock and cumulative  convertible preferred stock that were outstanding at April
30, 2000 were not included in the computation of diluted loss per share as their
effect  would be  anti-dilutive.  As a result,  the basic and  diluted  loss per
common share amounts are identical.

Income Taxes

Deferred taxes are provided utilizing the liability method, whereby deferred tax
assets are recognized for deductible  temporary  differences  and operating loss
and tax credit  carryforwards  and deferred tax  liabilities  are recognized for
taxable temporary differences. Temporary differences are the differences between
the reported amounts of assets and liabilities and their tax bases. Deferred tax
assets and  liabilities  are adjusted for the effects of changes in tax laws and
rates on the date of  enactment.  Deferred tax assets are reduced by a valuation
allowance  when, in the opinion of  management,  it is more likely than not that
some portion or all of the deferred tax assets will not be realized. The Company
has provided a full valuation allowance against its net deferred tax asset as of
April 30, 2000 and January 31, 2000, respectively.


(3)      CAPITALIZATION

During the first quarter of the current  fiscal year, the Company issued 105,000
shares of common  stock upon the  exercise  of options  resulting  in total cash
proceeds of $1,061,000.  Additionally  the Company issued 4,000 shares of common
stock to  participants  of the employee  stock  purchase plan  resulting in cash
proceeds of $67,000.


<PAGE>



(4)      SEGMENT REPORTING

The Company  aligns its business  into two  operating  segments.  The  Excalibur
Applications  Group develops,  markets and services the Excalibur  RetrievalWare
suite of products and focuses on large corporations and government organizations
building knowledge  management  intranets and portals, as well as Internet based
e-commerce and online  service  businesses.  The Excalibur  Media Services Group
develops,  markets and  services the video  product  line and provides  software
products and services primarily to original equipment  manufacturers ("OEM") and
application  service  providers  ("ASP") focusing on internet and intranet video
content  management.  Media Services Group revenues are generated primarily from
OEM and ASP transactions, which may involve development and customization by the
Company.  While OEM deals are a significant  component of the Applications Group
revenues,  the majority of revenue is generated from licensing the RetrievalWare
suite of products directly to corporations and government organizations building
intranets and Internet based e-commerce and online service businesses.

The Company does not identify or allocate assets by operating segment.

The following chart  represents  revenues and expenses (in thousands of dollars)
attributable  to the  Applications  Group and Media Services Group for the three
month periods ended April 30, 2000 and 1999.  Expenses for each segment  consist
of direct and allocated expenses.


                 Applications Group   Media Services Group         Total
                 ------------------    ------------------    ------------------
                 Three months ended    Three months ended    Three months ended
                        April 30,             April 30,             April 30,
                    2000      1999        2000      1999        2000      1999
                 ------------------    ------------------    ------------------
Total Revenues   $  8,661  $  6,849    $    723  $    910    $  9,384  $  7,759
Operating
  Expenses          8,160     7,027       2,987     2,201      11,147     9,228
                 ------------------    ------------------    ------------------
Operating
  Income (Loss)  $    501  $   (177)   $ (2,264) $ (1,291)   $ (1,763) $ (1,468)
                 ------------------    ------------------    ------------------


Major Customers

In the  current  quarter,  revenues  derived  from one  customer  accounted  for
approximately 19% of the Company's total revenues.


(5)      RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial  Accounting Standards Board ("FASB") issued SFAS No.
133,  "Accounting  for  Derivative  Instruments  and Hedging  Activities."  This
statement,  as amended by SFAS No. 137,  "Accounting for Derivative  Instruments
and Hedging  Activities - Deferral of the Effective  Date of FASB  Statement No.
133,"  establishes  accounting  and  reporting  standards  requiring  that every
derivative  instrument,  including certain  derivative  instruments  embedded in
other  contracts,  be  recorded  in the  balance  sheet  as  either  an asset or
liability  measured at its fair value.  The statement also requires that changes
in the  derivative's  fair value be recognized in earnings unless specific hedge
accounting  criteria are met. The Company believes the adoption of SFAS Nos. 133
and 137, which will be effective for the quarter ending April 30, 2001, will not
have a material effect on the financial statements.

In December 1999, the SEC released Staff Accounting  Bulletin No. 101,  "Revenue
Recognition  in  Financial  Statements."  This  bulletin,  as  amended  by Staff
Accounting   Bulletin  No.  101A,   establishes  more  clearly  defined  revenue
recognition  criteria than previously existing accounting  pronouncements and is
effective for the Company for the quarter  ending July 31, 2000.  The Company is
evaluating  the full  impact of this  bulletin  to  determine  the impact on its
financial position, results of operations and cash flows but does not anticipate
that it will have a material effect.


<PAGE>



(6)      LINE OF CREDIT

The Company has available a $3,000,000  line of credit under an agreement with a
bank which expires on September 20, 2000. Up to $250,000 of borrowings may be in
the  form of  letters  of  credit.  The  line of  credit  is  collateralized  by
substantially  all corporate  assets.  Borrowings  under the line of credit bear
interest at the lender's  prime rate (9.0% at April 30, 2000) plus up to 1%. The
agreement  requires the Company to comply with certain financial  covenants that
are computed on a monthly basis and prohibits additional  borrowings without the
bank's  approval.  The Company was in compliance with all covenants at April 30,
2000.  As of April 30, 2000, no borrowings  were  outstanding  under the line of
credit.


(7)      SUBSEQUENT EVENT

On May 1, 2000, the Company and Intel Corporation jointly announced an agreement
to form a new company that will enable owners of branded  high-value  content to
produce and securely sell their audio and video  content over the Internet.  The
Company will combine its entire  business  operations  with Intel's  Interactive
Media  Services  division,  which is  composed  of three  operating  units  that
includes  over  sixty  people,  several  customer  contracts,  ten  patents  and
forty-five technology licenses. In addition,  Intel will contribute $150 million
in cash to the new  company.  In exchange  for these  contributions,  Intel will
receive  49% of the new  company's  voting  stock  and 60% of the new  company's
equity on a  fully-diluted  basis.  Excalibur  shareholders  and present  option
holders  will receive 51% of the new  company's  voting stock and 40% of the new
company's equity on a fully-diluted basis in exchange for their Excalibur stock.
Excalibur  shareholders  will  receive one share of stock in the new company for
each share they hold of  Excalibur.  The  transaction  is subject to  regulatory
review,  approval of the stockholders of the Company and other customary closing
conditions.  Details of this agreement and additional  information are contained
in the  Company's  Form 8-K filed with the  Securities  and Exchange  Commission
("SEC") on May 3, 2000 and other related filings with the SEC subsequently  made
by the Company.


<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

Overview

The  statements  contained  in this  report that are not purely  historical  are
forward-looking  statements  within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the  Securities  Exchange Act of 1934,  including
without  limitation  statements  about  the  Company's  expectations,   beliefs,
intentions or strategies  regarding the future. All  forward-looking  statements
included in this report are based on information available to the Company on the
date  hereof  and  the  Company   assumes  no  obligation  to  update  any  such
forward-looking  statements.  The  forward-looking  statements  contained herein
involve  risks and  uncertainties.  The  Company's  actual  results could differ
materially  from those  anticipated  in these  forward-looking  statements  as a
result of certain factors, including those set forth in this report.

The Company  principally  earns  revenues  from the  licensing  of its  software
products to commercial  businesses  and  government  agencies  throughout  North
America,  Europe and other parts of the world. The Company licenses its software
to end users directly and also distributes its software products through license
agreements with value-added  resellers,  system integrators,  original equipment
manufacturers,  application  service  providers  and other  strategic  partners.
Revenues are provided  under  software  licenses with new customers and from the
related  sale  of  product  maintenance,  training  and  implementation  support
services. Additions to the number of authorized users, upgrades to newer product
versions  and the  renewal  of product  maintenance  arrangements  by  customers
pursuant to existing  licenses  also  provide  revenues  to the  Company.  Under
software  maintenance  contracts,  customers are  typically  entitled to receive
telephone  support,  software bug fixes and new releases of particular  software
products when and if they are released.

The Company  aligns its business  into two  operating  segments.  The  Excalibur
Applications  Group develops,  markets and services the Excalibur  RetrievalWare
suite of products and focuses on large corporations and government organizations
building knowledge  management  intranets and portals, as well as Internet based
e-commerce and online  service  businesses.  The Excalibur  Media Services Group
develops,  markets and  services the video  product  line and provides  software
products and services primarily to original equipment  manufacturers ("OEM") and
third party  application  service  providers  ("ASP")  focusing on Internet  and
intranet video content  management.  Media Services Group revenues are generated
primarily  from OEM and ASP  transactions,  which may  involve  development  and
customization by the Company. While OEM deals are a significant component of the
Applications Group revenues, the majority of revenue is generated from licensing
the  RetrievalWare  suite of products  directly to  corporations  and government
organizations  building  intranets  and  Internet  based  e-commerce  and online
service businesses.

The following chart  represents  revenues and expenses (in thousands of dollars)
attributable  to the  Applications  Group and Media Services Group for the three
month periods ended April 30, 2000 and 1999.  Expenses for each segment  consist
of direct and allocated expenses.


                              Applications Group          Media Services Group
                           -----------------------      -----------------------
                              Three months ended           Three months ended
                                    April 30,                    April 30,
                               2000          1999           2000          1999
                           ---------     ---------      ---------     ---------
Total Revenues             $   8,661     $   6,849      $     723     $     910
Operating Expenses             8,160         7,027          2,987         2,201
                           ---------     ---------      ---------     ---------
Operating Income (Loss)    $     501     $    (177)     $  (2,264)    $  (1,291)
                           ---------     ---------      ---------     ---------



<PAGE>



On May 1, 2000, the Company and Intel Corporation jointly announced an agreement
to form a new company that will enable owners of branded  high-value  content to
produce and securely sell their audio and video  content over the Internet.  The
Company will combine its entire  business  operations  with Intel's  Interactive
Media  Services  division,  which is  composed  of three  operating  units  that
includes  over  sixty  people,  several  customer  contracts,  ten  patents  and
forty-five technology licenses. In addition,  Intel will contribute $150 million
in cash to the new  company.  In exchange  for these  contributions,  Intel will
receive  49% of the new  company's  voting  stock  and 60% of the new  company's
equity on a  fully-diluted  basis.  Excalibur  shareholders  and present  option
holders  will receive 51% of the new  company's  voting stock and 40% of the new
company's equity on a fully-diluted basis in exchange for their Excalibur stock.
Excalibur  shareholders  will  receive one share of stock in the new company for
each share they hold of  Excalibur.  The  transaction  is subject to  regulatory
review,  approval of the stockholders of the Company and other customary closing
conditions.  Details of this agreement and additional  information are contained
in the  Company's  Form 8-K filed with the  Securities  and Exchange  Commission
("SEC") on May 3, 2000 and other related filings with the SEC subsequently  made
by the Company.


Results of Operations

Revenues

Total  revenues  increased 21% in the first quarter of the current year over the
first quarter last year. Software revenues (licenses and services revenues) from
Excalibur  RetrievalWare  increased 24% in the first quarter of the current year
to $7.0  million  from $5.6  million  in the first  quarter  of the prior  year.
RetrievalWare revenues represented 93% of software revenues in the first quarter
of the current year  compared to 86% in the first  quarter  last year.  Software
revenues  from the Screening  Room product  decreased 44% to $0.5 million in the
current  quarter from $0.9 million in the first  quarter of last year.  Revenues
from Screening Room represented 7% of software  revenues  compared to 14% in the
first  quarter last year.  Total  software  revenues  increased 15% in the first
quarter this year to $7.5  million  from $6.5 million in the first  quarter last
year.

The charts below  summarize the  components of revenues and expenses,  including
the amounts  expressed as a percentage  of total  revenues,  for the three month
periods ended April 30, 2000 and 1999, and the percentage  change in the amounts
between fiscal periods (dollars in thousands).


                                                                      Increase/
                               Components of Revenue and Expenses     (Decrease)

                                    Three Months Ended April 30,
                                     2000                 1999
                                $    % of total       $   % of total        %
                                      revenues             revenues
                              ----------------      ----------------      -----
Revenues:

  RetrievalWare               $  7,011    75 %      $  5,642    73 %       24 %
  Screening Room                   500     5             885    11        (44)
                              ----------------      ----------------      -----
     Total Software              7,511    80           6,527    84         15

Maintenance                      1,873    20           1,232    16         52
                              ----------------      ----------------      -----
     Total revenues           $  9,384   100 %      $  7,759   100 %       21 %
                              ----------------      ----------------      -----

Expenses:

  Costs of sales              $  1,559    17 %      $  1,567    20 %       (1)%
  Sales and marketing            5,569    59           3,894    50         43
  Research and product
    development                  2,688    29           2,489    32          8
  General and
    administrative               1,331    14           1,278    16          4
                              ----------------      ----------------      -----
     Total expenses           $ 11,147   119 %      $  9,228   119 %       21 %
                              ----------------      ----------------      -----



<PAGE>



The  Company   primarily  sells  to  three  markets:   corporations   and  large
organizations   with   intranets,   on-line   content   providers  and  Internet
e-businesses, and the OEM market. The revenue increase over the first quarter of
last year was  driven by sales to  Internet  e-businesses  and  on-line  content
providers.  The Company  recognized  $1.8  million in the first  quarter  from a
development  and  licensing   agreement  with  Found.com  to  utilize  Excalibur
RetrievalWare  WebExpress  for advanced  search and retrieval on its  e-commerce
network.  In the current quarter,  revenues derived from this customer accounted
for approximately 19% of the Company's total revenues. The contract was executed
in October  1999 and most of the  revenue  recognized  to date is  comprised  of
license fees. There are now approximately 80 customers using Excalibur  products
to power online information services and e-commerce applications.  This quarter,
44% of license  revenues were generated from sales to the online services market
compared  to 20% in the  first  quarter  last  year.  Sales to the  intranet  or
knowledge  management  market were 28% of license  revenues in the first quarter
compared to 50% last year.  OEM sales  comprised  28% of first  quarter  license
revenues compared to 30% in the comparable quarter last year.

Software  maintenance and customer support  revenues  increased 52% in the first
quarter this year to $1.9  million  from $1.2 million in the first  quarter last
year. The increase was attributable  primarily to a non-recurring revenue amount
of approximately $0.4 million from one of the Company's maintenance contracts as
well as to increases in RetrievalWare license revenues.


Operating Expenses

Costs of sales  decreased 1% to $1.6 million in the first quarter of the current
year.  Costs of sales  expressed as a percentage  of total sales were 17% in the
current  quarter  compared to 20% in the first  quarter  last year.  In absolute
dollars,  costs of sales in the first quarter were about equal to last year; the
decrease in costs of sales as a percentage  of total  revenues  compared to last
year was due to  increased  total  revenues  in the first  quarter  of this year
compared to last.

Sales and marketing  expenses  increased 43% in the quarter ended April 30, 2000
to $5.6 million from $3.9 million in the first  quarter last year,  representing
59% and 50% of total revenues, respectively. The increase in expenses was due to
growth in sales and marketing  personnel and higher sales  commissions,  in line
with  higher  revenues  this year.  The  Company  also  experienced  a growth in
marketing  program  expenses in the first  quarter as it embarked on a corporate
advertising and branding campaign.

Total research and product development costs increased 8% to $2.7 million in the
first  quarter  of the  current  year  compared  with $2.5  million in the first
quarter last year.  The growth in expenses was due to  increased  investment  in
both  the  text  and  video  product  lines  as the  Company  continued  to make
enhancements to its RetrievalWare and video products.  In the first quarter, the
Company announced support for the Arabic, Chinese, Dutch, Italian,  Japanese and
Korean  languages,   making   RetrievalWare   one  of  the  most   comprehensive
international search products available.  The Company also announced the release
of  Screening  Room Version 2.2. The  Screening  Room upgrade  release  provides
enhancements for video ingestion and capture,  added  scalability  capabilities,
new user interfaces and published APIs for user customization.

General  and  administrative  expenses  increased  $53,000,  or 4% in the  first
quarter to $1.3 million, representing 14% of total revenues in the first quarter
compared  to 16% of total  revenues  in the  first  quarter  of last  year.  The
increase  in absolute  dollars  was  attributable  to higher  personnel  related
expenses, including salaries and travel.

Net interest income  increased by $37,000,  or 63%, to $0.1 million in the first
quarter of the current year due to a higher level of invested funds.


<PAGE>



Liquidity and Capital Resources

In the three months  ended April 30, 2000,  the  Company's  combined  balance of
cash,  cash  equivalents and short-term  investments  decreased to $10.6 million
from $10.9 million at January 31, 2000 as summarized  below (in  thousands).  At
April 30, 2000,  investments  consisted of a certificate  of deposit  pledged to
collateralize a letter of credit.


                    April 30,        January 31,
                       2000             2000            Change
                    ---------        ---------        ---------
Cash and cash
   equivalents      $  10,625        $  10,884        $    (259)
Short-term
   investments            178              178                -
                    ---------        ---------        ---------
  Total             $  10,803        $  11,062        $    (259)
                    =========        =========        =========


During the three months ended April 30, 2000,  cash of $0.9 million used to fund
operating activities was less than the net loss of $1.7 million primarily due to
a decrease in accounts  receivable,  prepaid expenses,  and other assets of $1.1
million.  A decrease in accounts payable and accrued expenses used $0.7 million.
Non-cash charges totaling $0.4 million included depreciation and amortization of
$0.3 million.

In the first quarter of the current year,  the  Company's  investing  activities
used $0.6 million due to the purchases of equipment and leasehold improvements.

Cash  provided by  financing  activities  was $1.1  million for the three months
ended April 30, 2000. Cash of  approximately  $1.1 million was provided from the
exercise  of employee  stock  options and $0.1  million  was  provided  from the
issuance of stock under the employee stock purchase plan.

The Company has available a $3,000,000  line of credit under an agreement with a
bank which expires on September 20, 2000. Up to $250,000 of borrowings may be in
the  form of  letters  of  credit.  The  line of  credit  is  collateralized  by
substantially  all corporate  assets.  Borrowings  under the line of credit bear
interest at the lender's  prime rate (9.0% at April 30, 2000) plus up to 1%. The
agreement  requires the Company to comply with certain financial  covenants that
are computed on a monthly basis and prohibits additional  borrowings without the
bank's approval.  As of April 30, 2000, no borrowings were outstanding under the
line of credit.

The Company's  balances of cash and cash  equivalents  at April 30, 2000 and its
funds generated from operations, if any, are expected to provide sufficient cash
to meet the  Company's  current  projected  needs  for the  foreseeable  future.
Historically,  the Company has used cash  provided  primarily  from sales of its
common  stock to fund its  operations.  If the  Company  fails  to  achieve  its
operating  plan for fiscal  year 2001,  the  Company's  balance of cash and cash
equivalents may be reduced substantially.  The Company may be required to pursue
additional  external  sources of financing to support its operations and capital
requirements.  There can be no assurance that external sources of financing will
be  available  to  fund  the  Company's  ongoing  operations  or  other  capital
requirements on terms acceptable to the Company.


Factors That May Affect Future Results

The Company's  business  environment is  characterized  by intense  competition,
rapid technological  changes,  changes in customer requirements and emerging new
market segments.  Consequently,  to compete  effectively,  the Company must make
frequent  new  product  introductions  and  enhancements  while  protecting  its
intellectual  property,  retain its key personnel and deploy sales and marketing
resources  to take  advantage of new business  opportunities.  Future  operating
results  will be  affected  by the  ability of the Company to expand its product
distribution  channels and to manage the expected growth of the Company.  Future
results may also be impacted by the  effectiveness  of the Company in  executing
future  acquisitions  and integrating the operations of acquired  companies with
those of the Company.  Failure to meet any of these  challenges  could adversely
affect future operating results.


<PAGE>


The Company's quarterly operating results have varied  substantially in the past
and are likely to vary  substantially  from quarter to quarter in the future due
to a variety of factors. In particular, the Company's period-to-period operating
results  are  significantly  dependent  upon the timing of the  closing of large
license  agreements.  In this regard, the purchase of the Company's products can
require a significant  capital  investment  from a potential  customer which the
customer  generally  views  as a  discretionary  cost  that can be  deferred  or
canceled due to budgetary or other  business  reasons and can involve long sales
cycles of six  months or more.  Estimating  future  revenues  is also  difficult
because the Company  ships its products  soon after an order is received and, as
such does not have a significant  backlog.  Thus, quarterly license fee revenues
are  heavily  dependent  upon a  limited  number of  orders  for large  licenses
received  and  shipped  within  the same  quarter.  Moreover,  the  Company  has
generally  recorded a  significant  portion of its total  quarterly  license fee
revenues in the third month of a quarter, with a concentration of these revenues
occurring in the last half of that third month.  This  concentration of revenues
is influenced by customer tendencies to make significant capital expenditures at
the end of a fiscal  quarter.  The Company  expects  these  revenue  patterns to
continue for the foreseeable  future.  Despite the  uncertainties in its revenue
patterns,  the Company's  operating expenses are based upon anticipated  revenue
levels  and  such  expenses  are  incurred  on an  approximately  ratable  basis
throughout  a  quarter.  As a result,  if  expected  revenues  are  deferred  or
otherwise  not  realized in a quarter for any reason,  the  Company's  business,
operating  results  and  financial  condition  would  be  materially   adversely
affected.

As of January  31,  2000,  the  Company  had net  operating  loss  carryforwards
("NOLs") of approximately  $64.7 million.  The deferred tax assets  representing
the benefits of the NOLs have been offset  completely  by a valuation  allowance
due to the Company's  lack of an earnings  history.  The Company  incurred a net
loss of $1.7 million for the three months ended April 30, 2000. The  accumulated
deficit of the Company at April 30, 2000 was $57.8 million.  The  realization of
the  benefits of the NOLs is dependent on  sufficient  taxable  income in future
fiscal  years.  Lack of future  earnings,  or a change in the  ownership  of the
Company,  could  adversely  affect the  Company's  ability to utilize  the NOLs.
Despite the NOL  carryforwards,  the Company  may have income tax  liability  in
future years due to the application of the alternative  minimum tax rules of the
Internal Revenue Code.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

The Company believes that inflation has not had a material effect on the results
of its operations to date.


Other Factors

EURO Conversion

On January 1, 1999, the exchange rates of eleven countries (Germany, France, the
Netherlands,  Austria,  Italy, Spain, Finland,  Ireland,  Belgium,  Portugal and
Luxembourg)  were fixed  amongst one another  and became the  currencies  of the
EURO.  The currencies of the eleven  countries will remain in circulation  until
mid-2002.  The EURO currency will be introduced on January 1, 2002.  The Company
does not expect future  balance sheets and statements of earnings and cash flows
to be materially impacted by the EURO Conversion.

New Accounting Pronouncements

In June 1998, the Financial  Accounting Standards Board ("FASB") issued SFAS No.
133,  "Accounting  for  Derivative  Instruments  and Hedging  Activities."  This
statement,  as amended by SFAS No. 137,  "Accounting for Derivative  Instruments
and Hedging  Activities - Deferral of the Effective  Date of FASB  Statement No.
133,"  establishes  accounting  and  reporting  standards  requiring  that every
derivative  instrument,  including certain  derivative  instruments  embedded in
other  contracts,  be  recorded  in the  balance  sheet  as  either  an asset or


<PAGE>


liability  measured at its fair value.  The statement also requires that changes
in the  derivative's  fair value be recognized in earnings unless specific hedge
accounting  criteria are met. The Company believes the adoption of SFAS Nos. 133
and 137, which will be effective for the quarter ending April 30, 2001, will not
have a material effect on the financial statements.

In December 1999, the SEC released Staff Accounting  Bulletin No. 101,  "Revenue
Recognition  in  Financial  Statements."  This  bulletin,  as  amended  by Staff
Accounting   Bulletin  No.  101A,   establishes  more  clearly  defined  revenue
recognition  criteria than previously existing accounting  pronouncements and is
effective for the Company for the quarter  ending July 31, 2000.  The Company is
evaluating  the full  impact of this  bulletin  to  determine  the impact on its
financial position, results of operations and cash flows but does not anticipate
that it will have a material effect.

Market Risk

The Company's market risk is principally confined to changes in foreign currency
exchange  rates and  potentially  adverse  effects of differing tax  structures.
International revenues from ETIL, the Company's foreign sales subsidiary located
in the United  Kingdom,  were  approximately  21% of total revenues in the first
quarter  of the  current  year.  International  sales are made  mostly  from the
Company's  foreign  subsidiary and are typically  denominated in British pounds.
The Company's exposure to foreign exchange rate fluctuations arises in part from
intercompany  accounts in which  royalties on ETIL sales are charged to ETIL and
recorded as  intercompany  receivables on the books of the U.S.  parent company.
The  Company is also  exposed  to  foreign  exchange  rate  fluctuations  as the
financial results of ETIL are translated into U.S. dollars in consolidation.  As
exchange rates vary,  those results when  translated may vary from  expectations
and adversely impact overall expected profitability.


<PAGE>


                           PART II-- OTHER INFORMATION

Item 1.           Legal Proceedings                                       None.
------


Item 2.           Changes in Securities                                   None.
------


Item 3.           Defaults upon Senior Securities                         None.
------


Item 4.           Submission of Matters to Vote of Security Holders       None.
------


Item 5.           Other Information                                       None.
------


Item 6.           Exhibits and Reports on Form 8-K                        None.
------


<PAGE>




                                   SIGNATURES

    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 thereunto duly authorized.

                                    EXCALIBUR TECHNOLOGIES CORPORATION
                                    ----------------------------------


June 13, 2000                       By: /s/ Patrick C. Condo
                                        --------------------
                                    Patrick C. Condo
                                    President and Chief Executive Officer
                                    (Principal Executive Officer)


June 13, 2000                       By: /s/ James H. Buchanan
                                        ---------------------
                                    James H. Buchanan
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)