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):

~~January~~March 111, 2001

CYBERCASH, INC. ~~(Exact name of registrant as specified in its charter)~~

(Exact name of registrant as specified in its charter)

Delaware	000-27470	54-1725021
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2100 Reston ~~Parkway Reston~~ParkwayReston, Virginia 20191

(Address of principal executive offices) (Zip Code)

(703) 620-4200

1 (Registrant’s telephone number)

Item 3. Bankruptcy or Receivership.

On March 2, 2001, CyberCash, Inc. (“CyberCash”) and its subsidiaries filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware. In re: CyberCash, Inc., et.al., Case Nos. 01-00622 (MFW) through 01-00624 (MFW) (Bankr. D. Del.) March 2, 2001.

Item 5. Other Events.

On ~~January~~March 111, 2001, CyberCash ~~agreed~~entered tointo ~~restructure~~an ~~certain~~Asset ofPurchase ~~its~~Agreement with ~~warrant~~Network ~~and~~1 ~~debt~~Financial ~~obligations~~Corporation ~~held~~(“Network by1”) ~~two~~pursuant ~~of CyberCash’s investors. The investors agreed~~ to ~~receive~~which aNetwork ~~total~~1 ofwill purchase ~~7,711,806~~substantially ~~shares~~all of CyberCash’s ~~common stock,~~assets ~~par~~through ~~value~~a ~~$0.001~~sale ~~per share, in exchange for cancelling all warrants held~~consummated byunder ~~these investors. The warrants being cancelled represent~~ the ~~right~~Bankruptcy ~~to acquire~~Code. ~~17,419,586~~A ~~shares~~copy of ~~CyberCash~~the ~~common~~Asset ~~stock~~Purchase atAgreement ais ~~weighted average per~~attached ~~share~~as ~~exercise price of $~~Exhibit 2.1.~~07,~~ ~~and~~If ~~include~~the ~~warrants~~transactions ~~issued~~currently oncontemplated ~~January 6,~~by ~~1999~~the Asset ~~and~~Purchase ~~March 31,~~Agreement ~~1999~~are consummated, ~~which~~ CyberCash ~~previously~~anticipates ~~announced~~it ~~had~~will ~~been~~be ~~adjusted~~able ~~from~~to anrepay ~~exercise~~all ~~price~~ of $9its creditors.77 toThe ~~$0.881~~amount ~~and~~of proceeds from athe ~~right~~asset tosale available ~~acquire~~for adistribution ~~total~~to ~~of 1,404,883~~holders ~~shares~~ of CyberCash’s ~~common~~equity ~~stock~~securities tocannot be adetermined ~~right~~at tothis ~~acquire a total of 15,564,695 shares~~time.

In ~~addition,~~connection ~~one~~with ofexecuting the ~~investors~~Asset ~~agreed~~Purchase toAgreement, ~~the~~CyberCash ~~automatic conversion of a~~and ~~$10,998,082~~Network ~~subordinated~~1 ~~convertible~~entered ~~note~~into ~~issued~~a byTermination ~~CyberCash~~Agreement ondated ~~November~~March 1, ~~2000.~~ ~~The~~2001 ~~automatic~~pursuant ~~conversion~~to which ~~will~~the ~~occur~~parties atterminated the ~~closing~~Agreement ~~of CyberCash’s planned merger with Network 1 Financial Corporation~~ and ~~will~~Plan ~~result~~of inMerger ~~the~~dated December ~~issuance~~13, of2000. ~~5,287,539~~A ~~shares~~copy of ~~CyberCash~~the ~~common~~Termination ~~stock~~Agreement atis aattached ~~conversion~~as ~~rate of $~~Exhibit 2.082.

~~The~~On ~~agreements~~March 2, to2001, ~~exchange~~CyberCash ~~the~~issued ~~warrants~~a ~~for~~press ~~shares~~release ofannouncing ~~common stock and~~ the ~~agreement~~bankruptcy ~~providing~~filing, ~~for~~the ~~automatic~~signing ~~conversion~~ of the ~~note~~Asset ~~are~~Purchase ~~subject~~Agreement toand ~~certain~~the ~~conditions,~~termination ~~including approval~~ of ~~CyberCash’s~~the ~~stockholders~~Agreement and ~~execution~~Plan of ~~definitive~~ ~~documentation~~Merger. ~~CyberCash~~A ~~also~~copy ~~has~~of ~~agreed to file a registration statement with~~ the ~~Securities~~press ~~and Exchange Commission to register the resale of~~release ~~the~~is ~~shares~~attached ~~issued~~as ~~pursuant to the agreements~~Exhibit 99.1.

AOn ~~copy~~March 2, of2001, the ~~press~~Nasdaq ~~release~~National ~~announcing~~Market ~~the~~halted ~~restructuring~~trading isof ~~attached as~~CyberCash’s ~~Exhibit 99~~common stock.1.

Item 7. Financial Statements and Exhibits.

Exhibits.

	Exhibits.
	2.1	Asset Purchase Agreement dated March 1, 2001 by and between CyberCash, Inc. and Network 1 Financial Corporation

	2.2	Termination Agreement dated March 1, 2001 by and between CyberCash, Inc. and Network 1 Financial Corporation

	99.1	Press release dated March 2, 2001

99.1 Press release dated January 12, 2001

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.

Date: ~~January~~March 1619, 2001 CyberCash, Inc.

/s/ John H. Karnes By: John H. Karnes Title: Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

99.1 Press release dated January 12, 2001

2.1		Asset Purchase Agreement dated March 1, 2001 by and between CyberCash, Inc. and Network 1 Financial Corporation

2.2		Termination Agreement dated March 1, 2001 by and between CyberCash, Inc. and Network 1 Financial Corporation

99.1		Press release dated March 2, 2001

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