UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
   Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934

          Date of Report (Date of earliest reported): November 29, 2004

                           EUROWEB INTERNATIONAL CORP.
               (Exact name of registrant as specified in charter)
 
        Delaware                     1-1200                   13-3696015
(State or other jurisdiction      (Commission               (IRS Employer
    of incorporation)              File Number)              Identification No.)

                       1138 Budapest, Vaci ut 141. Hungary
               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code: +36-1-8897000

                                   Copies to:
                             Gregory Sichenzia, Esq.
                            Stephen M. Fleming, Esq.
                       Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                            New York, New York 10018
                              Phone: (212) 930-9700
                               Fax: (212) 930-9725

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instructions A.2. below):


/_/ Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)


/_/ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

/_/ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

/_/ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))


Item 1.01         Entry Into a Material Definitive Agreement


On November 29, 2004, Euroweb International Corp. (the "Company") entered into a
Shareholding  Interest  Sale and Purchase  and Loan  Assignment  Agreement  (the
"Agreement") with Globix Communications  Limited, a company registered under the
laws of the Isle of Man ("Globix").  Pursuant to the Agreement,  the Company has
agreed  to sell  and,  Globix  has  agreed to  purchase,  100% of the  Company's
interest in Euroweb Czech  Republic,  spol  ("Euroweb  Czech"),  a  wholly-owned
subsidiary  of the Company.  In  addition,  the Company also agreed to assign to
Globix  two loans  payable  by Euroweb  Czech to the  Company  in the  aggregate
principal  amount of USD $400,000.  The purchase price to be paid to the Company
is USD $500,000 in cash. The closing of the sale of Euroweb Czech is expected to
be prior to December  10,  2004.  No material  relationship  exists  between the
Globix  and the  Company  and/or  its  affiliates,  directors,  officers  or any
associate of an officer or director.

Euroweb Czech provides  communications  solutions using Internet technologies to
business located on the Czech Republic.

Item 9.01      Financial Statements and Exhibits

      (c)      Exhibits

               Exhibit No.    Description
               -----------    -----------

               10.1           Shareholding  Interest  Sale and Purchase and Loan
                              Assignment   Agreement  by  and  between   Euroweb
                              International  Corp.  and  Globix   Communications
                              Limited



                                   SIGNATURES

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

                        EUROWEB INTERNATIONAL CORPORATION


                            By: /s/ CSABA TORO
                                    ----------
                            Name:   Csaba Toro
                            Title:  Chief Executive Officer

Date: December 3, 2004
      Budapest, Hungary