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): NOVEMBER 20, 2000
                                                         -----------------


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



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




6714 Netherlands Drive, Wilmington, North Carolina                  28405
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      (Address of principal executive offices)                    (Zip Code)




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



                                       N/A
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          (Former name or former address, if changed since last report)


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ITEM 6.     OTHER EVENTS.

On November 20, 2000, C-Phone Corporation announced that it was winding down its
videoconferencing operations and laying off about one-third of its 32 employees.
C-Phone intends to sell its remaining inventory and attempt to license its
technology, while also considering strategic alternatives such as a business
combination or a complete liquidation.

In spite of the previously disclosed cost cutting measures and change in sales
and marketing focus, C-Phone was unable to successful generate sufficient
revenues to cover operating costs. In addition, strategic relationships with
potential partners and customers failed to develop due, in part, to the
inability to securing necessary financing by these potential customers or
C-Phone. C-Phone also had been exploring strategic initiatives.

A small core group of employees required to maintain minimal operations during
the period in which C-Phone will explore its alternatives (or to implement an
orderly winding up of its affairs) will continue for a limited period of time.

As a result of C-Phone's current commitments and contingencies, it is not
currently known whether the proceeds from a sale or liquidation would be
sufficient to permit an eventual distribution to C-Phone shareholders.

ITEM 7.     FINANCIAL STATEMENTS  AND EXHIBITS.

            (c) Exhibits.

            99.   Press Release, dated November 20, 2000

                               * * * * * * * * * *


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                                   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/ PAUL H. ALBRITTON
                                              ---------------------------------
                                              President and Chief Executive

Date: November 20, 2000

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EX-99

                                                                     EXHIBIT 99

                      C-PHONE CORPORATION ANNOUNCES WINDING
                    DOWN OF ITS VIDEOCONFERENCING OPERATIONS
                                  - - - - -
     THE COMPANY WILL CONSIDER STRATEGIC ALTERNATIVES INCLUDING LIQUIDATION
                                  - - - - -

WILMINGTON, NC -- NOVEMBER 20, 2000 -- C-PHONE CORPORATION (NASDAQ: "CFON")
today announced that it is winding down its videoconferencing operations. In
addition, it announced that it was laying off about one third of its 32
employees. The Company plans to sell its remaining inventory and attempt to
license its technology while considering strategic alternatives such as a
business combination or a complete liquidation of the Company.

         Paul Albritton, President and CEO, stated "We have not been successful
in generating sufficient revenues to cover our operating costs in spite of cost
cutting moves earlier in the year. For the past several months, we have worked
with one potentially significant customer on a joint development project which
would have included a strategic investment in C-Phone by that customer. However,
that customer has not been successful in obtaining the financing necessary to
move forward with the project. In addition, we have worked with several other
potential customers to provide a new lower cost product primarily targeted to
the security and healthcare markets. However, our ability to obtain the funding
necessary to bring this product to market and continue our current operations
has been severely limited due to our stock price, the expected delisting of our
common stock from the Nasdaq SmallCap Market as previously announced, and
general market conditions."

         C-Phone Corporation provides state-of-the-art video communications
products for general business and the security, education and healthcare
markets. Information on the Company and its products can be found at
www.cphone.com.

Statements made in this press release, other than those concerning historical
information, should be considered forward-looking and subject to various risks
and uncertainties. Such forward-looking statements are made based on
management's belief as well as assumptions made by, and information currently
available to, management pursuant to the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, including among others those
identified in C-Phone's Annual Report on Form 10-KSB for the fiscal year ended
February 29, 2000 and C-Phone's Quarterly Report on Form 10-QSB for the fiscal
quarter ended August 31, 2000, as well as factors such as future economic
conditions, the ability to sell its remaining assets, the ability to license its
technology, the ability to attract potential business suitors and the ability to
obtain additional financial resources. C-Phone undertakes no obligation


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to release publicly the result of any revisions to these forward-looking
statements that may be made to reflect events or circumstances after the date of
this press release or to reflect the occurrence of other unanticipated events.


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