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): March 21, 2005

                           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))


                                       


Section 5        Corporate Governance and Management

Item 5.02        Departure of Directors or Principal  Officers;  Election of 
                 Directors;  Appointment  of Principal Officers.
                  

Howard Cooper, a director of Euroweb  International  Corp. (the "Company") and a
member of the  Company's  audit and  compensation  committees  resigned from all
positions with the Company effective March 21, 2005.


                                      

                                   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:       March 24, 2005
            Budapest, Hungary