8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                                    FORM 8-K

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



        Date of Report (Date of earliest event reported): August 19, 1998


                                 WORLDCORP, INC.
               (Exact name of registrant as specified in charter)


                           Delaware 1-5351 94-3040585
                   (State or other (Commission (IRS Employer
                jurisdiction of File Number) Identification No.)
                                 incorporation)


           13873 Park Center Road, Suite 490, Herndon, Virginia 20171
               (Address of principal executive offices) (Zip Code)

               Registrant's telephone number, including area code:
                                 (703) 834-9200




Item 4.  Changes in Registrant's Certifying Accountants

KPMG Peat Marwick LLP was  previously the principal  accountants  for WorldCorp,
Inc. On August 12, 1998 that firm resigned.

In connection  with the audits of the two years ended December 31, 1997, and the
subsequent  interim period through August 12, 1998,  there were no disagreements
with KPMG Peat Marwick LLP on any matter of accounting  principles or practices,
financial  statement  disclosure,   or  auditing  scope  or  procedures,   which
disagreements  if not resolved to their  satisfaction  would have caused them to
make  reference in connection  with their  opinion to the subject  matter of the
disagreement.

The  audit  reports  of KPMG  Peat  Marwick  LLP on the  consolidated  financial
statements of  WorldCorp,  Inc. and  subsidiaries  as of and for the years ended
December 31, 1997 and 1996, did not contain any adverse opinion or disclaimer of
opinion,  nor were they  qualified.  However,  KPMG Peat Marwick LLP's auditors'
report  on  the  consolidated  financial  statements  of  WorldCorp,   Inc.  and
subsidiaries as of and for the years ended December 31, 1997 and 1996, contained
a separate  paragraph  stating that "as discussed in Note 2 to the  consolidated
financial  statements,  in order to meet its debt service  obligations for 1998,
the Company must obtain additional financing,  refinance existing borrowings, or
obtain concessions from its lenders. These matters raise substantial doubt about
the  Company's  ability to continue as a going  concern.  Management's  plans in
regard to these matters are also described in Note 2. The consolidated financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty."




Item 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

     (c)  Exhibits

          Letter from KPMG Peat Marwick LLP





                                                     SIGNATURE

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

                                             WORLDCORP, INC.



                                              By:_/s/__Patrick F. Graham___
                                                 Patrick F. Graham
                                                 President and Chief Executive
                                                 Officer


Date:  August 19, 1998

EX-99

Securities & Exchange Commission
Washington, DC 20549

Ladies and Gentlemen:

We were previously principal accountants for WorldCorp, Inc. and, under the date
of  February  16,  1998,  except  at to Notes 2 and 23 which are as of April 20,
1998, we reported on the consolidated  financial  statements of WorldCorp,  Inc.
and  subsidiaries  as of and for the years ended  December 31, 1997 and 1996. On
August 12, 1998, we resigned. We have read WorldCorp, Inc.'s statements included
under  Item 4 of its Form 8-K  dated  August  19,  1998 and we agree  with  such
statements.


Very truly yours,

KPMG Peat Marwick LLP
August 20, 1998