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): May 13, 1998
                                                         ------------



                               C-PHONE CORPORATION
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



          NEW YORK                       0-24424                 06-1170506
- --------------------------------------------------------------------------------
(State or Other Jurisdiction          (Commission)             (IRS Employer
     of Incorporation)                File Number)          Identification No.)




6714 NETHERLANDS DRIVE, WILMINGTON, NORTH CAROLINA                     28405
- --------------------------------------------------------------------------------
     (Address of principal executive offices)                       (Zip Code)




       Registrant's telephone number, including area code: (910) 395-6100


- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)





ITEM 5.  OTHER EVENTS


         (a) On May 13, 1998, C-Phone Corporation (the "Company") reduced the
exercise price of the Company's outstanding common stock purchase warrants (the
"Warrants"), expiring August 19, 1999, from $8.40 to $6.00 per share, in
consideration for changing the expiration date thereof to May 21, 1998. On May
13, 1998, the holders of the Warrants irrevocably agreed to exercise all of the
Warrants on or before the close of business on May 15, 1998. Pursuant thereto,
Warrants to acquire an aggregate of 200,000 shares of common stock have been or
will be exercised and the Company will receive aggregate proceeds of $1,200,000.
The common stock being issued to the holders upon exercise of the Warrants (the
"Warrant Shares") was issued pursuant to the exemption from registration
provided by Section 4(2) under the Securities Act of 1933 (the "Act"); however,
a registration statement under the Act is in effect with respect to the resale
of the Warrant Shares by the warrant holders.

         (b) On May 13, 1998, the Company announced that it has introduced a
set-top device that provides internet access using a television set. A copy of
such announcement is attached hereto as an exhibit.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS


         (c) Exhibits

             99.1  Press Release, dated May 13, 1998, of C-Phone Corporation.
             99.2  Press Release, dated May 14, 1998, of C-Phone Corporation.

                                   * * * * * *

                                   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.

                                                  C-PHONE CORPORATION


                                                  By: /s/ DANIEL P. FLOHR
                                                      -------------------
                                                          Daniel P. Flohr
                                                          President and Chief
                                                          Executive Officer
Date:  May 14, 1998


                                       2

EX-99.1

                                                                    Exhibit 99.1

      C-Phone Corporation Introduces TV Set-Top Device for Internet Access

    C-Phone ITV(TM) Offers World Wide Web Access Through Any Internet Service
                Provider Along With Network Computer Capabilities

WILMINGTON, N.C., May 13 /PRNewswire/ -- C-Phone Corporation (Nasdaq: CFON
- - news) announced today the introduction of C-Phone ITV, a TV set-top device
that provides Internet access using a television and a regular analog phone
line. C-Phone ITV is the latest addition to the Company's expanding set-top box
product line, all of which use standard television sets and phone lines to
provide users with various forms of video, voice and data.

C-Phone ITV is an embedded system Internet browser capable of connecting to any
Internet Service Provider by a dial-up connection. It is completely self
contained and does not require a personal computer. Simple connections to any
television set and access to an analog phone line are all that are required. A
wireless, infrared, ergonomically-designed keyboard, which also functions as a
universal remote control, comes standard with the unit. C-Phone ITV allows the
user to navigate and explore the Internet, send and receive e-mail, gather
information and shop electronically all by way of the TV set. A unique hardware
key allows easy configuration, stores the Internet account information for each
individual user and serves as a lock-out device to prevent unauthorized or
unsupervised use. C-Phone ITV offers many of the same features commonly
available on PC Internet browsers. Secure Socket Layer (SSL) protocol is
included for safe online Internet purchases via credit card. Users may view and
play a wide range of sound, animation, and graphic file formats that they
retrieve from the Internet.

The C-Phone ITV has a printer port with built in drivers to directly support
over 150 different printers. Standard composite video and S-Video outputs are
provided with RF output for channel 3 or 4 available optionally. The unit also
features stereo audio outputs. Higher resolution VGA computer monitors can be
connected as well, and a mouse or wired keyboard can be used in place of the
wireless keyboard.

A web browser is embedded in the unit. Users have access to full HTML 3.2
support which includes many Netscape Navigator(TM) and Microsoft Internet
Explorer(TM) HTML extensions. SSL connections can be made for encrypted
connections and safe, private online credit card purchases. Users can play a
wide variety of video, audio, and graphic files. Horizontal scaling of web pages
is done dynamically, and text size can be increased for easier reading. A
variety of additional capabilities, including network computer functionality and
Java(TM) support, can be added to the C-Phone ITV through ROM card upgrades.
According to Daniel Flohr, Chairman of C-Phone, "The C-Phone Internet TV, or
ITV, is a natural extension of our video phone


                                       3



set-top products. These products all express our basic philosophy of providing
easy- to-use TV set-based information devices which use universally available
phone services for connections to deliver video, voice or data." Mr. Flohr
continued, "We are now supplying this product to our business and institutional
partners. Retail distribution plans will be announced shortly."

C-Phone Corporation ( http://www.cphone.com ) is an innovator in the design and
manufacture of video communication products. The Company continues to expand its
TV set-top video phone product line of competitively priced, easy-to-use TV
set-top based information devices which utilize the television and universally
available phone services for connections to deliver video, voice and data.

EX-99.2

     C-Phone Corporation Clarifies Distribution Plans for TV Set-Top Device
                               for Internet Access



WILMINGTON, N.C., May 14, 1998 -- C-Phone Corporation (Nasdaq: CFON), as
previously announced in a press release issued May 13, 1998, has introduced
C-Phone ITV(TM), a TV set-top device that provides Internet access using a
television and a regular analog phone line. In clarification of its previous
release, the Company states that, to date, it has supplied limited quantities of
this device to certain of its business and institutional partners. Retail
distribution plans for the device are being formulated.

In an unrelated development, the Company announced today that the holders of all
of the 200,000 warrants the Company issued in its 1994 initial public offering
have irrevocably agreed to exercise all of such warrants on or before the close
of business on May 15, 1998. To induce such exercise, the Company reduced the
exercise price of the warrants from $8.40 to $6.00 per share, in consideration
for shortening the expiration date of the Warrants from August 19, 1999 to May
21, 1998 and eliminating the "cashless" exercise right under which the holders
could have exercised such warrants by surrender of a portion thereof. As a
result, the Company will receive aggregate proceeds of $1,200,000.

C-Phone Corporation (http://www.cphone.com) is an innovator in the design and
manufacture of video communication products. The Company continues to expand its
TV set-top video phone product line of competitively priced, easy-to-use TV
set-top based information devices which utilize the television and universally
available phone services for connections to deliver video, voice and data.