S-8

As filed with the Securities and Exchange Commission on June 8, 2004

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

IDT CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	22-3415036
(State of Incorporation)	(I.R.S. Employer Identification No.)

520 Broad Street

Newark, New Jersey 07102

(973) 438-1000

(Address of Principal Executive Offices, Including Zip Code

and Telephone Number)

IDT Corporation 1996 Stock Option and Incentive Plan,

as Amended and Restated

Stock Option Agreements with the optionees named in note (6) to the

“Calculation of Registration Fee” table below

(Full Title of the Plan)

James A. Courter

Chief Executive Officer

IDT Corporation

520 Broad Street

Newark, New Jersey 07102

(973) 438-1000

(Name, Address, including Zip Code, and Telephone Number,

Including Area Code, of Agent for Service)

Copies to:

Joyce J. Mason, Esq.

General Counsel

IDT Corporation

520 Broad Street

Newark, New Jersey 07102

(973) 438-1000

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Class B Common Stock, par value $.01 per share	1,552,937(2)	$17.955(3)	$27,882,983.84(3)	$3,532.77
	1,027,074(4)	$19.91(5)	$20,449,043.34(5)	$2,590.89
	310,000(4)	$22.30(5)	$6,913,000.00(5)	$1827.87
	106,656(4)	$19.87(5)	$2,119,254.72(5)	$285.51
	3,333(4)	$18.45(5)	$61,493.85(5)	$7.79
	965,000(6)	$14.95(5)	$14,426,750.00(5)	$3976.83
Total	3,965,000		$71,852,525.75	$9,103.72

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), the number of shares being registered shall be adjusted to include such additional indeterminate number of shares as may be issuable pursuant to the anti-dilution provisions of the 1996 Stock Option and Incentive Plan, as Amended and Restated (the “1996 Plan”), the Stock Option Agreements and Restricted Stock Agreements described in note (6) below.

(2) Represents shares of Class B Common Stock reserved for issuance pursuant to awards which may be granted under the 1996 Plan.

(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act, and based upon the average of the high and low reported prices of the shares of Class B Common Stock of the Registrant (“Class B Common Stock”) on the New York Stock Exchange on June 1, 2004.

(4) Represents shares of Class B Common Stock which may be issued upon exercise of options previously granted under the 1996 Plan.

(5) Calculated pursuant to Rule 457(h) under the Securities Act, based upon the weighted average of the exercise price per share of such options.

(6) Represents shares of Class B Common Stock which may be issued upon exercise of stock options under separate Stock Option Agreements between IDT Corporation and each of the following persons: (1) James A. Courter; (2) Ira A. Greenstein; (3) Stephen R. Brown; (4) Morris Lichtenstein; (5) Moshe Kaganoff; (6) Marc A. Knoller; (7) E. Brian Finkelstein; (8) Marcelo Fischer; (9) Geoffrey Rockwarger; (10) Joyce J. Mason; and (11) Jonathan Levey.

PART I

SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 will be sent or given to participants in the 1996 Stock Option and Incentive Plan, as Amended and Restated (the “1996 Plan”), and the persons named in note (6) to the “Calculation of Registration Fee” table above as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended. Such documents are not required to be, and are not being, filed by the Registrant with the Securities and Exchange Commission, either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act of 1933, as amended. Such documents, together with the documents incorporated by reference herein pursuant to Item 3 of Part II of this Registration Statement on Form S-8, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933, as amended.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents By Reference.

The following documents filed with the Securities and Exchange Commission (the “Commission”) by the Registrant, pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference in this Registration Statement:

(a) The Registrant’s Annual Report on Form 10-K/A (Amendment No. 2) for the fiscal year ended July 31, 2003, filed with the Commission on February 20, 2004;

(b) The Registrant’s Quarterly Reports on Form 10-Q/A (Amendment No. 1) for the quarter ended October 31, 2003, filed with the Commission on February 20, 2004,

(c) The Regsitrant’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2004, filed with the Commission on March 16, 2004;

(d) The Registrant’s Current Reports on Form 8-K filed with the Commission on October 23, 2003, December 11, 2004 and March 16, 2004, and on Form 8-K/A filed with the Commission on October 24, 2003;

(e) The description of the Class B common stock, par value $.01 per share (the “Class B Common Stock”), of the Registrant set forth as Item 1 under the caption “Description of Securities” in the Registrant’s Registration Statement on Form 8-A, filed with the Commission on May 4, 2001 pursuant to Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such information.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Certain legal matters with respect to the Class B Common Stock have been passed on by Joyce J. Mason, Esq. Ms. Mason is Senior Vice President, Secretary, General Counsel and a director of the Registrant and is the beneficial owner of 16,513 shares of common stock, par value $.01 per share (the “Common Stock”), of the Registrant and 306,078 shares of Class B Common Stock, including (i) 4,640 shares of Common Stock and 14,335 shares of Class B Common Stock held by members of her immediate family, (ii) 1,493 shares of Common Stock in Ms. Mason’s 401(k) Plan, (iii) 13,333 restricted shares of Class B Common Stock, and (iv) 264,265 shares of Class B Common Stock issuable upon the exercise of employee stock options exercisable within 60 days of May 7, 2004. Ms. Mason is the sister of Howard Jonas, Chairman of the Board of the Registrant.

Item 6. Indemnification of Directors and Officers.

The Registrant’s Certificate of Incorporation provides that, to the extent permitted by the Delaware General Corporation Law (“DGCL”), directors of the Registrant shall not be personally liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director. Section 102(7) of the DGCL, however, states that such a provision may not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, relating to unlawful dividends, distributions or the repurchase or redemption of stock or (iv) for any transaction from which the director derives an improper personal benefit.

The Registrant’s By-Laws provide that the Registrant shall indemnify and hold harmless, to the fullest extent permitted by the DGCL, any person against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred in connection with any threatened, pending or completed legal proceedings in which such person is involved by reason of the fact that he is or was a director, officer, employee or agent of the Registrant (or serving in any such capacity with another business organization at the request of the Registrant) if he acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of the Registrant, and, with respect to any criminal action or proceeding, if he had no reasonable cause to believe that his conduct was unlawful. If the legal proceeding, however, is by or in the right of the Registrant, such director, officer, employee or agent may not be indemnified in respect of any claim, issue or matter as to which he shall have been adjudged to be liable to the Registrant unless a court determines otherwise.

Item 8. Exhibits.

*5.1	Legal Opinion of Joyce J. Mason, Esq.
10.1	1996 Stock Option and Incentive Plan, as Amended and Restated, of the Registrant (incorporated by reference to the Registrant’s Proxy Statement for the 2003 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on November 4, 2003).
*10.2	Form of Stock Option Agreement under the 1996 Stock Option and Incentive Plan, as Amended and Restated, of the Registrant.
*10.3	Form of Stock Option Agreement between the Registrant and each of the optionees listed in note (6) to the “Calculation of Registration Fee” table in this Registration Statement. Exhibit includes a schedule identifying the omitted Stock Option Agreements and material differences from the filed agreement.
23.1	Consent of Joyce J. Mason, Esq. (included in Exhibit 5.1 hereto).
*23.2	Consent of Ernst & Young LLP.
24.1	Power of Attorney (included in the Signature Pages to this Registration Statement).

* Filed herewith.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment

thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) will not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newark, State of New Jersey, on June 7, 2004.

IDT CORPORATION
By:	/s/ JAMES A. COURTER
	James A. Courter Vice Chairman and Chief Executive Officer

The undersigned directors and officers hereby constitute and appoint James A. Courter and Stephen R. Brown, and each of them with full power to act without the other and with full power of substitution and resubstitution, our true and lawful attorneys-in-fact with full power to execute in our name in the capacities indicated any and all amendments (including post-effective amendments) to this Registration Statement and to sign any and all additional registration statements relating to the same offering of securities as this Form S-8 that are filed pursuant to the requirements of the Securities Act of 1933, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and hereby ratify and confirm that all such attorneys-in fact, or either of them, or their substitutes shall lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Form S-8 Registration Statement has been signed by the following persons in the capacities indicated as of June 7, 2004.

Signature	Titles
/S/    HOWARD S. JONAS         HOWARD S. JONAS	Chairman of the Board and Director
/S/    JAMES A. COURTER         JAMES A. COURTER	Vice Chairman, Chief Executive Office and Director (Principal Executive Officer)
/S/    STEPHEN R. BROWN         STEPHEN R. BROWN	Chief Financial Officer, Treasurer and Director (Principal Financial Officer)
/S/    MARCELO FISCHER         MARCELO FISCHER	Chief Accounting Officer and Controller (Principal Accounting Officer)
/S/    IRA A. GREENSTEIN         IRA A. GREENSTEIN	Director
/S/    JOYCE J. MASON         JOYCE J. MASON	Director
/S/    MARC E. KNOLLER         MARC E. KNOLLER	Director
/S/    MOSHE KAGANOFF         MOSHE KAGANOFF	Director
/S/    J. WARREN BLAKER         J. WARREN BLAKER	Director
/S/    RUDY BOSCHWITZ         RUDY BOSCHWITZ	Director

Signature	Titles
/S/    SAUL K. FENSTER         SAUL K. FENSTER	Director
/S/    JAMES S. GILMORE, III         JAMES S. GILMORE, III	Director
/S/    JACK F. KEMP         JACK F. KEMP	Director
/S/    MICHAEL J. LEVITT         MICHAEL J. LEVITT	Director
/S/    WILLIAM ARTHUR OWENS         WILLIAM ARTHUR OWENS	Director
/S/    WILLIAM F. WELD         WILLIAM F. WELD	Director

EXHIBIT INDEX

Exhibit No.	Description
*5.1	Legal Opinion of Joyce J. Mason, Esq.
10.1	1996 Stock Option and Incentive Plan, as Amended and Restated, of the Registrant (incorporated by reference to the Registrant’s Proxy Statement for the 2003 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on November 4, 2003).
*10.2	Form of Stock Option Agreement under the 1996 Stock Option and Incentive Plan, as Amended and Restated, of the Registrant.
*10.3	Form of Stock Option Agreement between the Registrant and each of the optionees listed in note (6) to the “Calculation of Registration Fee” table in this Registration Statement. Exhibit includes a schedule identifying the omitted Stock Option Agreements and material differences from the filed agreement.
23.1	Consent of Joyce J. Mason, Esq. (included in Exhibit 5.1 hereto).
*23.2	Consent of Ernst & Young LLP.
24.1	Power of Attorney (included in the Signature Pages to this Registration Statement).

* Filed herewith

EX-5.1

EXHIBIT 5.1

June 7, 2004

IDT Corporation

520 Broad Street

Newark, New Jersey 07102

Re: IDT Corporation—Registration Statement on Form S-8

Ladies and Gentlemen:

I am the Secretary and General Counsel of IDT Corporation (the “Company”), and as such I have been asked to render the following opinion in connection with the registration statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”) in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 3,965,000 shares of the Company’s Class B common stock, par value $.01 (the “Class B Common Stock”), consisting of: (i) 1,662,926 shares which are reserved for issuance pursuant to awards which may be granted under the Company’s 1996 Stock Option and Incentive Plan, as Amended and Restated (the “Plan”); (ii) 1,337,074 shares which may be issued upon exercise of options previously granted under the Plan; and (iii) 965,000 shares which are issuable upon exercise of stock options granted pursuant to the Stock Option Agreements between the Company and the persons listed in note (6) to the “Calculation of Registration Fee” table in the Registration Statement (the “Option Agreements”).

As your counsel in connection with the Registration Statement, I have examined the Plan and the Option Agreements and the proceedings taken by you in connection with the adoption of the Plan and the authorization of the issuance of the shares of Class B Common Stock under the Plan and such other documents as I have deemed necessary to render this opinion.

Based upon the foregoing, it is my opinion that the shares of Class B Common Stock to be offered pursuant to the Registration Statement, when issued and outstanding pursuant to the terms of the Plan, Option Agreements or Restricted Stock Agreements, as applicable, will be validly issued, fully paid and nonassessable shares.

I hereby consent to the filing of this Opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ Joyce J. Mason

Joyce J. Mason

Secretary and General Counsel

EX-10.2

EXHIBIT 10.2

IDT CORPORATION

STOCK OPTION AGREEMENT

FOR CLASS B COMMON STOCK

This STOCK OPTION AGREEMENT (this “Agreement”) is entered into as of                             , by and between IDT Corporation, a Delaware corporation (the “Company”), and                              (the “Employee”).

WHEREAS, the Company desires to grant to the Employee options to acquire an aggregate of                      shares of Class B Common Stock of the Company, par value $.01 per share (the “Stock”), on the terms set forth herein.

NOW, THEREFORE, the parties hereby agree as follows:

1. Definitions. Capitalized terms are defined herein.

2. Grant of Options. The Employee is hereby granted non-qualified stock options (the “Options”) to purchase an aggregate of                      shares of Stock, pursuant to the terms of this Agreement.

3. Term. The term of the Options (the “Option Term”) shall be for ten (10) years commencing on                              and terminating on                             .

4. Option Price. The initial exercise price per share of the Options shall be $                    , subject to adjustment as provided herein.

5. Conditions to Exercisability. The Options shall vest and become exercisable as follows:                              [vesting dates], if the Employee continues to be employed by or acts as a Consultant to or a Director of the Company or any of its subsidiaries on such date or dates.

6. Method of Exercise. An Option may be exercised, as to any or all full shares of the Stock as to which the Option has become exercisable, by written notice delivered in person or by mail to the Company’s transfer agent or other administrator designated by the Company, specifying the number of shares of Stock with respect to which the Option is being exercised.

7. Medium and Time of Payment. The Option Price shall be paid in full, at the time of exercise, in cash or in shares of Stock (whether then owned by the Employee or issuable upon exercise of the Option) having a Fair Market Value equal to such Option Price or in a combination of cash and Stock, including a cashless exercise procedure through a broker dealer.

8. Termination. Except as provided in this Section 8 and in Section 9 hereof, an Option may not be exercised unless the Employee is then in the employ of or maintaining a director or consultant relationship with the Company or a Subsidiary thereof (or a company or a Parent or Subsidiary of such company issuing or assuming the Option in a transaction to which Section 424(a) of the Code applies), and unless the Employee has remained continuously so employed or in the director or consultant relationship since the date of grant of the Option. In the event that the employment or consultant relationship of a Employee shall terminate (other than by reason of death, Disability or Retirement), all Options of such Employee that are exercisable at the time of Employee’s termination may, unless earlier terminated in accordance with their terms, be exercised within three (3) months after the date of such termination (or such different period as the Compensation Committee of the Company (the “Committee”) shall prescribe).

9. Death, Disability or Retirement of Employee. If the Employee shall die while employed by, or maintaining a director or consultant relationship with, the Company or a Subsidiary thereof, or within thirty (30) days after the date of termination of such Employee’s employment, director or consultant relationship (or within such different period as the Committee may have provided pursuant to Section 8 hereof), or if the Employee’s employment, director or consultant relationship shall terminate by reason of Disability, all Options theretofore granted to the Employee (to the extent otherwise exercisable) may, unless earlier terminated in accordance with their terms, be exercised by the Employee or by the Employee’s estate or by a person who acquired the right to exercise such Options by bequest or inheritance or otherwise by result of death or Disability of the Employee, at any time within 180 days after the death or Disability of the Employee (or such different period as the Committee shall prescribe). In the event that an Option granted hereunder shall be exercised by the legal representatives of a deceased or former Employee, written notice of such exercise shall be accompanied by a

certified copy of letters testamentary or equivalent proof of the right of such legal representative to exercise such Option. In the event that the employment or consultant relationship of a Employee shall terminate on account of such Employee’s Retirement, all Options of the Employee that are exercisable at the time of such Retirement may, unless earlier terminated in accordance with their terms, be exercised at any time within one hundred eighty (180) days after the date of such Retirement (or such different period as the Committee shall prescribe).

10. Withholding Taxes. No later than the date of exercise of an Option, the Employee will pay to the Company or make arrangements satisfactory to the Company regarding payment of any federal, state or local taxes of any kind required by law to be withheld upon the exercise of an Option. Alternatively, solely to the extent permitted or required by law, the Company may deduct the amount of any federal, state or local taxes of any kind required by law to be withheld upon the exercise of an Option from any payment of any kind due to the Employee. The withholding obligation may be satisfied by the withholding or delivery of the Stock.

11. Terms Incorporated by Reference Herein. Each of the terms of the Company’s 1996 Stock Option and Incentive Plan, as Amended and Restated (“Plan”), as in effect as of the date hereof, shall be deemed to govern the Options granted hereunder, as if the Options had been granted pursuant to the Plan. To the extent that there is any inconsistency between this Agreement and the terms of the Plan, the terms of this Agreement shall govern.

12. Transferability of Options. Stock Options may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than to an immediate family member of Employee or to a trust or other estate planning entity created for the benefit of the Employee or one or more members of his immediate family as provided for under the Plan, provided that, in all cases, such transferee executes a written consent to be bound by the terms of this Agreement.

13. Entire Agreement. This Agreement contains all of the understandings between the parties hereto pertaining to the matters referred to herein, and supersedes all undertakings and agreements, whether oral or in writing, previously entered into by them with respect thereto. The Employee represents that, in executing this Agreement, he does not rely and has not relied upon any representation or statement not set forth herein made by the Company with regard to the subject matter of this Agreement or otherwise.

14. Amendment or Modification, Waiver. No provision of this Agreement may be amended or waived unless such amendment or waiver is agreed to in writing, signed by the Employee and by a duly authorized officer of the Company. No waiver by any party hereto of any breach by another party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a similar of dissimilar condition or provision at the same time, any prior time or any subsequent time.

15. Notices. Each notice relating to this Agreement shall be in writing and delivered in person or by certified mail to the proper address. All notices to the Company shall be addressed to it at:

IDT Corporation

520 Broad Street

Newark, New Jersey 07102

Attention: Options Administrator

All notices to the Employee or other person or persons then entitled to exercise the Options shall be addressed to the Employee or such other person or persons at:

_______________________________________

_______________________________________

_______________________________________

_______________________________________

Anyone to whom a notice may be given under this Agreement may designate a new address by notice to such effect.

16. Severability. If any provision of this Agreement or the application of any such provision to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to such person or circumstances other than those to which it is so determined to be invalid and unenforceable, shall not be affected thereby, and each provision hereof shall be validated and shall be enforced to the fullest extent permitted by law.

17. Governing Law. This Agreement shall be construed and governed in accordance with the laws of the state of Delaware, without regard to principles of conflicts of laws.

18. Headings. All descriptive headings of sections and paragraphs in this Agreement are intended solely for convenience, and no provision of this Agreement is to be construed by reference to the heading of any section or paragraph.

19. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but both of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by an authorized officer and the Employee has hereunto set his hand all as of the date first above written.

IDT Corporation
By:
	Name:	Stephen R. Brown
	Title:	Chief Financial Officer
By:
	Employee: Telephone:

EX-10.3

EXHIBIT 10.3

FORM OF

IDT CORPORATION

STOCK OPTION AGREEMENT

CLASS B COMMON STOCK

This STOCK OPTION AGREEMENT (this “Agreement”) is entered into as of September 6, 2002, by and between IDT Corporation, a Delaware corporation (the “Company”), and «FIRST_NAME» «LAST_NAME» (the “Employee”).

WHEREAS, the Company desires to grant to the Employee options to acquire an aggregate of «OPTIONS» shares of Class B Common Stock of the Company, par value $.01 per share (the “Stock”), on the terms set forth herein.

NOW, THEREFORE, the parties hereby agree as follows:

1. Definitions. Capitalized terms are defined herein.

2. Grant of Options. The Employee is hereby granted stock options (the “Options”) to purchase an aggregate of «OPTIONS» shares of Stock, pursuant to the terms of this Agreement.

3. Term. The term of the Options (the “Option Term”) shall be for ten (10) years commencing on September 6, 2002 and terminating on September 5, 2012.

4. Option Price. The initial exercise price per share of the Options shall be $                    , subject to adjustment as provided herein.

5. Conditions to Exercisability. The Options shall vest and become exercisable on the later of the following dates, «VESTING», known as the vesting dates, if the Employee continues to be employed by or acts as a Consultant to or a Director of the Company or any of its subsidiaries on such date.

6. Method of Exercise. An Option may be exercised, as to any or all full shares of Class B Common Stock as to which the Option has become exercisable, by written notice delivered in person or by mail to the Company’s transfer agent or other administrator designated by the Company, specifying the number of shares of Class B Common Stock with respect to which the Option is being exercised.

7. Medium and Time of Payment. The Option Price shall be paid in full, at the time of exercise, in cash or in shares of Class B Common Stock (whether then owned by the Employee or issuable upon exercise of the Option) having a Fair Market Value equal to such Option Price or in a combination of cash and Class B Common Stock, including a cashless exercise procedure through a broker-dealer.

8. Termination. Except as provided in this Section 8 and in Section 9 hereof, an Option may not be exercised unless the Employee is then in the employ of or maintaining a director or consultant relationship with the Company or a Subsidiary thereof (or a company or a Parent or Subsidiary of such company issuing or assuming the Option in a transaction to which Section 424(a) of the Code applies), and unless the Employee has remained continuously so employed or in the director or consultant relationship since the date of grant of the Option. In the event that the employment or consultant relationship of a Employee shall terminate (other than by reason of death, Disability or Retirement), all Options of such Employee that are exercisable at the time of Employee’s termination may, unless earlier terminated in accordance with their terms, be exercised within one hundred eighty (180) days after the date of such termination (or such different period as the Compensation Committee of the Company (the “Committee”) shall prescribe).

9. Death, Disability or Retirement of Employee. If the Employee shall die while employed by, or maintaining a director or consultant relationship with, the Company or a Subsidiary thereof, or within thirty (30) days after the date of termination of such Employee’s employment, director or consultant relationship (or within such different

period as the Committee may have provided pursuant to Section 8 hereof), or if the Employee’s employment, director or consultant relationship shall terminate by reason of Disability, all Options theretofore granted to the Employee (to the extent otherwise exercisable) may, unless earlier terminated in accordance with their terms, be exercised by the Employee or by the Employee’s estate or by a person who acquired the right to exercise such Options by bequest or inheritance or otherwise by result of death or Disability of the Employee, at any time within 180 days after the death or Disability of the Employee (or such different period as the Committee shall prescribe). In the event that an Option granted hereunder shall be exercised by the legal representatives of a deceased or former Employee, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative to exercise such Option. In the event that the employment or consultant relationship of a Employee shall terminate on account of such Employee’s Retirement, all Options of the Employee that are exercisable at the time of such Retirement may, unless earlier terminated in accordance with their terms, be exercised at any time within one hundred eighty (180) days after the date of such Retirement (or such different period as the Committee shall prescribe).

10. Withholding Taxes. No later than the date of exercise of an Option, the Employee will pay to the Company or make arrangements satisfactory to the Company regarding payment of any federal, state or local taxes of any kind required by law to be withheld upon the exercise of an Option. Alternatively, solely to the extent permitted or required by law, the Company may deduct the amount of any federal, state or local taxes of any kind required by law to be withheld upon the exercise of an Option from any payment of any kind due to the Employee. The withholding obligation may be satisfied by the withholding or delivery of the Stock.

11. Terms Incorporated by Reference Herein. Each of the terms of the Company’s 1996 Stock Option and Incentive Plan, as Amended and Restated (“Plan”), as in effect as of the date hereof, shall be deemed to govern the Options granted hereunder, as if the Options had been granted pursuant to the Plan. To the extent that there is any inconsistency between this Agreement and the terms of the Plan, the terms of this Agreement shall govern.

12. Transferability of Options. Stock Options may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than to an immediate family member of Employee or to a trust or other estate planning entity created for the benefit of the Employee or one or more members of his immediate family as provided for under the Plan, provided that, in all cases, such transferee executes a written consent to be bound by the terms of this Agreement and that written evidence of the transfer as well as the written consent of the transferee is provided to the Compensation Committee, care of Joyce Mason, General Counsel and Secretary of the Company, within thirty (30) days of the transfer.

13. Entire Agreement. This Agreement contains all of the understandings between the parties hereto pertaining to the matters referred to herein, and supersedes all undertakings and agreements, whether oral or in writing, previously entered into by them with respect thereto. The Employee represents that, in executing this Agreement, he does not rely and has not relied upon any representation or statement not set forth herein made by the Company with regard to the subject matter of this Agreement or otherwise.

14. Amendment or Modification, Waiver. No provision of this Agreement may be amended or waived unless such amendment or waiver is agreed to in writing, signed by the Employee and by a duly authorized officer of the Company. No waiver by any party hereto of any breach by another party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a similar of dissimilar condition or provision at the same time, any prior time or any subsequent time.

15. Notices. Each notice relating to this Agreement shall be in writing and delivered in person or by certified mail to the proper address. All notices to the Company shall be addressed to it at:

IDT Corporation

520 Broad Street

Newark, New Jersey 07102

Attention: Shari Gordon

Options Administrator

All notices to the Employee or other person or persons then entitled to exercise the Options shall be addressed to the Employee or such other person or persons at:

________________________________

________________________________

________________________________

________________________________

Anyone to whom a notice may be given under this Agreement may designate a new address by notice to such effect.

16. Severability. If any provision of this Agreement or the application of any such provision to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to such person or circumstances other than those to which it is so determined to be invalid and unenforceable, shall not be affected thereby, and each provision hereof shall be validated and shall be enforced to the fullest extent permitted by law.

17. Governing Law. This Agreement shall be construed and governed in accordance with the laws of the state of Delaware, without regard to principles of conflicts of laws.

18. Headings. All descriptive headings of sections and paragraphs in this Agreement are intended solely for convenience, and no provision of this Agreement is to be construed by reference to the heading of any section or paragraph.

19. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but both of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by an authorized officer and the Employee has hereunto set his hand all as of the date first above written.

IDT Corporation
By:
	Name: Stephen R. Brown Title: Chief Financial Officer
By:
	Employee: Telephone:

Schedule to Exhibit 10.3

Attached to this Schedule is a Form of Stock Option Agreement by and between IDT Corporation and each of the optionees listed in note (6) to the “Calculation of Registration Fee” table in the Registration Statement to which this Schedule and Exhibit are attached. The executed Stock Option Agreements are substantially identical to the Form of Stock Option Agreement attached to this Schedule except as to the dates of execution, the names of the optionees, the optionees’ respective addresses, the number of shares of Class B Common Stock of IDT Corporation underlying the options reflected thereby, the exercise prices of such options and the vesting periods applicable to such options. The number of shares of Class B Common Stock underlying such options ranges from 8,000 to 100,000, the exercise price is $14.45 for each option granted on September 6, 2002 and $14.95 for each option granted on January 3, 2003 and the options vest in tranches over three years. Set forth below are the dates of execution (grant dates), number of shares of Class B Common Stock underlying the options, option exercise prices and vesting periods with respect to such Option Agreements entered into with executive officers of IDT Corporation:

Name of Optionee	Date of Stock Option Agreement	Number of Shares of Class B Common Stock of IDT Corporation Issuable Upon Exercise of Option	Exercise Price		Vesting
Stephen R. Brown	9/6/02	100,000	$	14.45	35,000 on 10/01/2003; 35,000 on 10/01/2004; and 30,000 on 10/01/2005
	1/3/03	100,000	$	14.95	16,666 on 07/01/2003; 16,666 on 01/01/2004; 16,666 on 07/01/2004; 16,666 on 01/01/2005; 16,666 on 07/01/2005; and 16,670 on 01/01/2006
James A. Courter	9/6/02	100,000	$	14.45	35,000 on 10/01/2003; 35,000 on 10/01/2004; and 30,000 on 10/01/2005
	1/3/03	100,000	$	14.95	16,666 on 07/01/2003; 16,666 on 01/01/2004; 16,666 on 07/01/2004; 16,666 on 01/01/2005; 16,666 on 07/01/2005; and 16,670 on 01/01/2006
E. Brian Finkelstein	9/6/02	75,000	$	14.45	25,000 on 10/01/2003; 25,000 on 10/01/2004; and 25,000 on 10/01/2005
	1/3/03	75,000	$	14.95	12,500 on 07/01/2003; 12,500 on 01/01/2004; 12,500 on 07/01/2004; 12,500 on 01/01/2005; 12,500 on 07/01/2005; and 12,500 on 01/01/2006
Michael Fischberger	9/6/02	100,000	$	14.45	35,000 on 10/1/03; 35,000 on 10/1/04; and 30,000 on 10/1/05
	1/3/03	100,000	$	14.95	16,666 on 07/01/2003; 16,666 on 01/01/2004; 16,666 on 07/01/2004; 16,666 on 01/01/2005; 16,666 on 07/01/2005; and 16,670 on 01/01/2006

Name of Optionee	Date of Stock Option Agreement	Number of Shares of Class B Common Stock of IDT Corporation Issuable Upon Exercise of Option	Exercise Price		Vesting
Marcelo Fischer	9/6/02	65,000	$	14.45	25,000 on 10/1/03; 20,000 on 10/1/04; and 20,000 on 10/1/05
	1/3/03	65,000	$	14.95	10,833 on 07/01/2003; 10,833 on 01/01/2004; 10,833 on 07/01/2004; 10,833 on 01/01/2005; 10,833 on 07/01/2005; and 10,835 on 01/01/2006
Ira A. Greenstein	9/6/02	100,000	$	14.45	35,000 on 10/1/03, 35,000 on 10/1/04; and 30,000 on 10/1/05
	1/3/03	100,000	$	14.95	16,666 on 07/01/2003; 16,666 on 01/01/2004; 16,666 on 07/01/2004; 16,666 on 01/01/2005; 16,666 on 07/01/2005; and 16,670 on 01/01/2006
Moshe Kaganoff	9/6/02	100,000	$	14.45	35,000 on 10/1/03; 35,000 on 10/1/04; and 30,000 on 10/1/05
	1/3/03	100,000	$	14.95	16,666 on 07/01/2003; 16,666 on 01/01/2004; 16,666 on 07/01/2004; 16,666 on 01/01/2005; 16,666 on 07/01/2005; and 16,670 on 01/01/2006
Marc E. Knoller	9/6/02	75,000	$	14.45	25,000 on 10/1/03; 25,000 on 10/1/04; and 25,000 on 10/1/05
	1/3/03	75,000	$	14.95	12,500 on 07/01/2003; 12,500 on 01/01/2004; 12,500 on 07/01/2004; 12,500 on 01/01/2005; 12,500 on 07/01/2005; and 12,500 on 01/01/2006
Jonathan Levy	9/6/02	50,000	$	14.45	20,000 on 10/1/03; 15,000 on 10/1/04; and 15,000 on 10/1/05
	1/3/03	40,000	$	14.95	6,666 on 07/01/2003; 6,666 on 01/01/2004; 6,666 on 07/01/2004; 6,666 on 01/01/2005; 6,666 on 07/01/2005; and 6,670 on 01/01/2006
Morris Lichtenstein	9/6/02	100,000	$	14.45	35,000 on 10/1/03; 35,000 on 10/1/04; and 30,000 on 10/1/05
	1/3/03	100,000	$	14.95	16,666 on 07/01/2003; 16,666 on 01/01/2004; 16,666 on 07/01/2004; 16,666 on 01/01/2005; 16,666 on 07/01/2005; and 16,670 on 01/01/2006

Name of Optionee	Date of Stock Option Agreement	Number of Shares of Class B Common Stock of IDT Corporation Issuable Upon Exercise of Option	Exercise Price		Vesting
Joyce J. Mason	9/6/02	50,000	$	14.45	20,000 on 10/1/03; 15,000 on 10/1/04; and 15,000 on 10/1/05
	1/3/03	50,000	$	14.95	8,333 on 07/01/2003; 8,333 on 01/01/2004; 8,333 on 07/01/2004; 8,333 on 01/01/2005; 8,333 on 07/01/2005; and 8,335 on 01/01/2006
Geoffrey Rochwarger	9/6/02	60,000	$	14.45	20,000 on 10/1/03; 20,000 on 10/1/04; and 20,000 on 10/1/05
	1/3/03	60,000	$	14.95	10,000 on 07/01/2003; 10,000 on 01/01/2004; 10,000 on 07/01/2004; 10,000 on 01/01/2005; 10,000 on 07/01/2005; and 10,000 on 01/01/2006

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement on Form S-8 of IDT Corporation for the registration of an aggregate of 3,965,000 shares of the Company’s Class B common stock, par value $.01, of our report dated October 10, 2003 with respect to the consolidated financial statements and schedule of IDT Corporation included in its Annual Report on Form 10-K/A (Amendment No. 2) for the year ended July 31, 2003, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

ERNST & YOUNG LLP

New York, New York

June 4, 2004