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) July 15, 1999


                                 WorldCorp, Inc.
             (Exact Name of Registrant as Specified in its Charter)



       Delaware                           1-5351                  94-3040585
- --------------------------------------------------------------------------------
(State or Other Jurisdiction           (Commission               (I.R.S.
Employer of Incorporation)             File Number)          Identification No.)



13873 Park Center Road, Suite 490     Herndon, Virginia              20171
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                          (Zip Code)



Registrant's telephone number, including area code              (703) 834-9223
- --------------------------------------------------------------------------------



                                       N/A
- --------------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)


                                        1



Item 3.           Bankruptcy or Receivership

        On July 2, 1999 (the "Petition Date"), WorldCorp's 80%-owned subsidiary,
WorldCorp  Acquisition  Corp.  ("Acquisition")  filed a voluntary  petition  for
relief under Chapter 11 of the United States  Bankruptcy Code, 11 U.S.C. Section
101, et seq. (the "Bankruptcy Code"). Acquisition's Chapter 11 case (No. 99-2582
(MFW))  has  been  consolidated  for  purposes  of  administration  with  In  re
WorldCorp,  Inc.,  Case No.  99-298  (MFW)  (Bankr.  D.  Del.),  which was filed
February  12,  1999 and is  currently  pending in the  Bankruptcy  Court for the
District of Delaware.  No trustee or examiner has been appointed in either case.
Any plan of  reorganization  is  expected  to  provide  for a  restructuring  of
indebtedness of both corporations.

        Acquisition, a Delaware corporation, is a holding company. Acquisition
owns interests in World Airways, Inc., ("World Airways") a provider of air
transport outsourcing  services; and The Atlas Companies,  Inc., formerly known
as Paper Acquisition Corp. ("Atlas"), a maker of  specialty  papers.  WorldCorp
has guaranteed certain indebtedness of Acquisition and has granted liens on
certain of its assets to secure that  guarantee.  In addition,  Acquisition has
granted liens on certain of its assets to secure  obligations of WorldCorp.
WorldCorp's assets consist primarily of 80% of the stock of Acquisition  and
approximately 28% of the stock of InteliData Technologies  Corporation
("InteliData"), a publicly traded marketer of telecommunications products and
services.

        WorldCorp filed its Chapter 11 petition on February 12, 1999,  together
with a  proposed  plan  of  reorganization  that  had  been  prenegotiated  with
representatives  of its  various  creditor  constituencies  and an  accompanying
disclosure statement. On March 21, 1999, WorldCorp proposed a First Amended Plan
of  Reorganization  in an attempt to deal with  objections  raised by holders of
WorldCorp's   10%  Senior  Notes  due  September  30,  2000  ("Senior   Notes").
Subsequently,  most of the Senior Notes were  purchased by  Rothschild  Recovery
Fund,  L.P.,  ("RRF"),  the  holder  of the  largest  amount of  WorldCorp's  7%
convertible  Subordinated Debentures due 2004 ("Debentures").  Both the original
proposed plan of reorganization and the proposed First Amended Plan contemplated
a  restructuring   of  the  obligations  of  both  WorldCorp  and   Acquisition.
Acquisition and RRF were proponents of both plans.

        On July 9,  1999, WorldCorp and  Acquisition  entered  into a  proposed
settlement  with World Airways,  a 49%-owned  subsidiary of Acquisition  that is
also a creditor of  WorldCorp.  The  settlement,  which is subject to Bankruptcy
Court  approval,  contemplates  the  transfer  of  Airways  shares to Airways in
satisfaction  of its  claims  against  WorldCorp  and the sale to Airways or its
designated buyer for cash of additional Airways shares owned by Acquisition. The
Acquisition Chapter 11 case was filed in preparation for seeking approval of and
implementing the proposed settlement with Airways.


                                        2


        On July 14, 1999,  WorldCorp and Acquisition  filed a  lawsuit  in the
Bankruptcy Court against Sun Paper Advisors,  Inc., Sun Capital  Partners,  Inc.
and the following  companies:  Sun Paper Limited  Partnership,  Frye Acquisition
Partners,  Beacon  Hill  Financial  Investment  Partners I Limited  Partnership,
Transcom  Investments  N.V.,  Mabufin  N.V.,  Indofin  N.V.,  and Philip Roman &
Company (these companies  collectively  referred to as the "Paper Shareholders")
for recovery of property  transferred and the avoidance of obligations  incurred
and liens granted to Sun  Advisors,  Sun Capital and the Paper  Shareholders  in
connection  with  the  acquisition  of  Atlas  in  April  1998.   WorldCorp  and
Acquisition  seek a complete  rescission of this transaction such that WorldCorp
and the Paper  Shareholders will be restored to full ownership of their original
assets, and all liabilities,  obligations and liens incurred by WorldCorp in the
transactions will be canceled. Additionally,  WorldCorp seeks damages, including
compensation for the loss of value of WorldCorp's assets since April 20, 1998.

Item 5.

        Pursuant to a settlement agreement  with RRF that  was  approved  by the
Bankruptcy Court on June 17, 1999,  Patrick F. Graham resigned as an officer and
director of WorldCorp and Acquisition as of that date. Subsequently, on June 28,
1999,  Mark  Feldman  replaced  Mr.  Graham  as  a  director  of  WorldCorp  and
Acquisition  and was also  appointed  President and Chief  Executive  Officer of
WorldCorp  and  Acquisition.  Acquisition  has retained Mr. Joseph Dryer as its
Corporate Secretary and Treasurer.


                                        3


                                    SIGNATURE


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


                                     Registrant:       WorldCorp, Inc.


                                     By:     /s/ Mark M. Feldman
                                             -----------------------
                                     Name:   Mark M. Feldman
                                     Title:  Director, President and
                                             Chief Executive Officer







Dated:  July 15, 1999


                                        4