Mail Stop 3720

      March 17, 2006



Via U.S. Mail and Fax (973-438-1424)

Mr. Stephen R. Brown
Chief Financial Officer
IDT Corporation
520 Broad Street
Newark, NJ 07102

	RE:	IDT Corporation
      Form 10-K for Fiscal Year Ended July 31, 2005
		Filed October 14, 2005

		Forms 10-Q for Fiscal Quarters Ended October 31, 2005
      Filed January 31, 2006
      File No. 1-16371


Dear Mr. Brown:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Please address the following comments
in
future filings.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a future revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.


Form 10-K for Fiscal Year Ended July 31, 2005

Financial Statements and Notes

Note 1 - Summary of Significant Accounting Polices, page F-7

Revenue Recognition, page F-8
1. Describe for us in more detail the revenue sharing arrangement
within your prepaid calling card business in Brazil, as discussed
at
page 11. Also, advise us and disclose how the related revenues and
payments are earned and recorded in the financial statements.
2. Tell us and disclose how you apply SOP 00-02 in recognizing
revenues from the nonrefundable minimum guarantee arrangement in
film
licensing.
3. We note your accounting for revenue recognition from the sales
of
videocassettes and DVD, net of an allowance for estimated sales
returns, on the latter of the estimated receipt of the product by
the
customer or after any restrictions on sale by the customer
terminate.
Addressing the relevant accounting literature, explain this policy
for us in more detail and tell us the types of restrictions that
are
placed on the customer.  In addition, tell us how you have applied
the guidance in SFAS 48 in determining your revenue recognition
policy.  Tell us the nature and timing of your historical
experience
used to estimate sales returns.

Cost Recognition, page F-9
4. We note that you amortize the costs to create a master
videocassette or DVD over five years based on historical units
sold.
Tell us your basis in GAAP for your accounting policy and how you
determined the method and period of amortization of these costs.

Stock Based Compensation, page F-12
5. We note that you accelerated the vesting of options to purchase
4.5 million shares prior to your adoption of SFAS 123(R) and
reflected $15.6 million of future compensation in your pro forma
disclosure for the year ended July 31, 2005.  Tell us how you
applied
the guidance in paragraphs 32-37 of FIN 44 in determining that you
were not required to recognize any compensation expense relating
to
this transaction in your historical financial statements for the
year
ended July 31, 2005.


Note 12. Commitments and Contingencies, page F-28
6. In view of your various claims and litigations, advise us and
disclose your accounting policy with respect to commitments and
contingencies.  Also, expand your disclosures to fully comply with
the requirements under paragraphs 9 and 10 of SFAS 5 and paragraph
3
of FIN 14 and advise us.


*    *    *    *


      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested information.  Detailed letters greatly facilitate our
review.  Please understand that we may have additional comments
after
reviewing your responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comment, please provide,
in
writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.


      You may contact Andrew Mew, Senior Staff Accountant, at
(202)
551-3377 or Melissa Hauber, Senior Staff Accountant, at (202) 551-
3368 if you have questions regarding comments on the financial
statements and related matters.  Please contact me at (202) 551-
3810
with any other questions.

							Sincerely,



							Larry Spirgel
							Assistant Director

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Mr. Stephen R. Brown
IDT Corporation
March 17, 2006
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