SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Amendment No. 4)

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

IDT CORPORATION

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Options to Purchase Class B Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

448947309

(CUSIP Number of Class of Securities)

Ira Greenstein

President

IDT Corporation

520 Broad Street

Newark, New Jersey 07102

(973) 438-1000

(Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:

Joyce Mason, Esq.

General Counsel

IDT Corporation

520 Broad Street

Newark, New Jersey 07102

(973) 438-1000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee*
$30,279,486	$3,240

* Estimated for purposes of calculating the amount of the filing fee only. This calculation assumes the purchase of options to purchase 15,139,743 shares of Class B common stock, par value $0.01 per share, of IDT Corporation at a purchase price of $2.00 per share underlying such options, for a total aggregate purchase price of $30,279,486. The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 5 for fiscal year 2006 equals $107.00 per $1,000,000.00 of the value of the transaction.

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $3,240.

Form or Registration Number: Schedule TO (SEC File No. 005-48167).

Filing Party: IDT Corporation.

Date Filed: February 1, 2006.

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨ third-party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

¨ going private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

This Amendment No. 4 (this “Amendment No. 4”) amends and supplements the Tender Offer Statement on Schedule TO (the “Initial Schedule TO”) initially filed with the Securities and Exchange Commission (the “SEC”) on February 1, 2006 by IDT Corporation, a Delaware corporation (“IDT”), as amended by Amendment No. 1 to the Initial Schedule TO filed with the SEC on February 21, 2006, Amendment No. 2 filed with the SEC on March 24, 2006 and Amendment No. 3 filed with the SEC on April 5, 2006 (the Initial Schedule TO, together with Amendment No. 1, Amendment No. 2, Amendment No. 3 and this Amendment No. 4, is collectively referred to as the “Schedule TO”). This Amendment No. 4 relates to the tender offer by IDT to purchase from eligible optionees options to purchase shares of IDT’s Class B common stock, par value $0.01 per share, at a purchase price of $2.00 net per share underlying such options in cash without interest, on the terms and subject to the conditions specified in the Offer to Purchase dated February 1, 2006 and revised February 21, 2006 (the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(i) to Amendment No. 1, and the related Election to Tender Form, a copy of which is attached to the Initial Schedule TO as Exhibit (a)(1)(ii) (which, together with the Offer to Purchase constitute the “Offer”).

On April 28, 2006, IDT issued a press release, attached hereto as Exhibit (a)(1)(vii), announcing the extension of the expiration date of the Offer to Monday, May 15, 2006 at 5:00 p.m., New York City time.

The information set forth in the Offer to Purchase, including all schedules and annexes thereto, is hereby incorporated by reference in response to items 1 through 11 of this Schedule TO, and is supplemented by the information specifically provided herein.

ITEM 1.

Item 1 is hereby amended and supplemented by adding the following thereto:

“Optionees are eligible to participate in the Offer only if such optionee is an employee of, director of, or consultant to, IDT or one of its subsidiaries on February 1, 2006, and maintained that status through March 24, 2006, the date that the Offer initially expired.”

ITEM 12. EXHIBITS.

The information incorporated by reference into Item 12(a) of the Schedule TO is hereby amended and supplemented as follows:

1. The following is hereby inserted after Exhibit (a)(1)(vi):

“(a)(1)(vii) Press Release issued by IDT Corporation, dated April 28, 2006.”

SIGNATURE

After due inquiry and to the best of my knowledge, I certify that the information set forth in this statement is true, complete and correct.

IDT CORPORATION
By:	/s/ Ira A. Greenstein
Name:	Ira A. Greenstein
Title:	President

Date: April 28, 2006

EXHIBIT INDEX

Exhibit	Description
(a)(1)(vii)	Press Release issued by IDT Corporation, dated April 28, 2006.

EX-99.(A)(1)(VII)

Exhibit (a)(1)(vii)

Media Contact: Gil Nielsen VP, IDT Corporate Communications (973) 438-3553 Investor Contacts: Mary Jennings Director, Investor Relations (973) 438-3124

IDT CORPORATION ANNOUNCES EXTENSION OF TENDER OFFER FOR OUTSTANDING STOCK OPTIONS

Offer to Expire at 5:00 p.m., New York City Time, on Monday, May 15, 2006

Newark, N.J., April 28, 2006 – IDT Corporation (NYSE:IDT, IDT.C) today announced that the expiration date for the offer to purchase from eligible optionees outstanding stock options to purchase shares of IDT Class B common stock for $2.00 per share in cash has been extended to Monday, May 15, 2006 at 5:00 p.m., New York City time. In addition, the offer to purchase has been amended to provide that an optionee is eligible to participate in the offer if such optionee was an employee or director of, or consultant to, IDT or one of our subsidiaries on February 1, 2006, and maintained that status through 5:00 p.m., New York City time on March 24, 2006, the initial expiration date rather than the final expiration date. On the expiration date, all validly tendered options not previously withdrawn will be accepted for purchase pursuant to the terms of the offer and paid for promptly thereafter. As of 5:00 p.m. New York City time on April 27, 2006, options to purchase 7,155,441 shares of IDT Class B common stock had been tendered in the offer.

This press release is intended for informational purposes only and is not an offer to buy, a solicitation of an offer to sell or a recommendation to sell any options to purchase shares of Class B common stock. The solicitation of offers to sell options to purchase shares of Class B common stock is made pursuant to a tender offer statement on Schedule TO as amended, an offer to purchase as amended and related materials filed with the SEC. Holders of options are urged to read the tender offer statement, the offer to purchase, and other relevant documents filed with the SEC because they contain important information. Holders of options can obtain the tender offer statement and other publicly filed documents without charge from the web site maintained by the SEC at www.sec.gov or from IDT without charge by directing a request to IDT Corporation, 520 Broad Street, Newark, New Jersey, Attention: Investor Relations, Telephone: (973) 438-1000. A copy of this press release will be available on IDT’s website at www.idt.net in the “About IDT” Press Releases section.

IDT Corporation, through its IDT Telecom subsidiary, is a facilities-based, multinational carrier that provides a broad range of telecommunications services to retail and wholesale customers worldwide. IDT Telecom, by means of its own international telecommunications backbone and fiber optic network infrastructure, provides its customers with integrated and competitively priced international and domestic long distance and domestic all-distance telephony and prepaid calling cards. IDT Entertainment is the IDT subsidiary that is focused on developing, acquiring, producing and distributing computer-generated and traditionally animated productions and other productions for the film, broadcast and direct-to-consumer markets. IDT Capital is the IDT division principally responsible for IDT’s initiatives in radio broadcasting, brochure distribution and new technologies. Net2Phone, Inc., a subsidiary of IDT Corporation, is a provider of high-quality global retail Voice over IP services and offers a fully outsourced cable telephony service to cable operators allowing cable operators to provide residential phone service to their subscribers. IDT Corporation’s Class B Common Stock and Common Stock trade on the New York Stock Exchange under the ticker symbols “IDT” and “IDT.C,” respectively.

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