<PAGE>

As filed with the Securities and Exchange Commission on December 5, 2000

                                                      Registration No. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                           ------------------------
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                           ------------------------
                                NET2PHONE, INC.
            (Exact name of Registrant as specified in its charter)

        Delaware                                          22-3559037
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                               520 Broad Street
                           Newark, New Jersey 07102
                   (Address of principal executive offices)
                           ------------------------
   Net2Phone, Inc. 1999 Amended and Restated Stock Option and Incentive Plan
                           (Full title of the Plan)
                           ------------------------
                               Howard S. Balter
                                Net2Phone, Inc.
                            Chief Executive Officer
                               520 Broad Street
                           Newark, New Jersey 07102
                                (201) 530-4000
(Name, address and telephone number, including area code, of agent for service)

                           ------------------------

                                   Copy to:

                            Richard W. Porter, Esq.
                               Kirkland & Ellis
                             200 E. Randolph Drive
                               Chicago, IL 60601
                                (312) 861-2000

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                        Proposed Maximum     Proposed Maximum       Amount of
                                                   Amount to be         Offering Price       Aggregate Offering     Registration
Title of Securities to be Registered               Registered (1)       Per Share (2)        Price (2)              Fee (3)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>                  <C>                  <C>                    <C>
Common Stock , $0.01 par value                     5,370,218            $12.6406             $67,882,778            $17,921

------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  In the event of a stock split, stock dividend, or similar transaction
     involving the Registrant's common stock, in order to prevent dilution, the
     number of shares registered shall be automatically increased to cover the
     additional shares in accordance with Rule 416(a) under the Securities Act
     of 1933, as amended (the "Securities Act").

(2)  Estimated solely for the purpose of calculating the amount of the
     registration fee, pursuant to Rules 457(c) and 457(h) of the Securities
     Act, on the basis of the average high and low prices of the Registrant's
     common stock on November 30, 2000.

(3)  Pursuant to Rule 429 of the Securities Act, a combined prospectus, relating
     to the 5,370,218 shares of common stock registered hereby and the 9,569,782
     shares of common stock registered pursuant to the registration statement
     filed on August 26, 1999 (Registration No. 333-85945), will be delivered to
     plan participants in accordance with Form S-8 and Rule 428 of the
     Securities Act. The previously-paid filing fee associated with the
     9,569,782 shares registered under the registration statement filed on
     August 26, 1999 totaled $71,671.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

                               EXPLANATORY NOTE

     This Form S-8 Registration Statement incorporates by reference the
registration statement filed by Net2Phone, Inc. on August 26, 1999 (the
"Original Filing"). Any items in the Original Filing not expressly changed
hereby shall be as set forth in the Original Filing.

                                    PART I
             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

     The documents containing the information specified in Part I, Items 1 and
2, will be delivered to participants in the plan covered by this registration
statement, in accordance with Form S-8 and Rule 428 under the Securities Act of
1933, as amended (the "Securities Act"). Such documents are not required to be,
and are not, filed with the Securities and Exchange Commission ("Commission")
either as part of this registration statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated
by reference into this registration statement pursuant to Item 3 of Part II of
this registration statement, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.

Item 2.  Registrant Information and Employee Plan Annual Information.

     Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this registration statement (which documents
are incorporated by reference in the Section 10(a) prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428(b) or
additional information about the Net2Phone, Inc. 1999 Amended and Restated Stock
Option and Incentive Plan are available without charge by contacting:

                                  Sue Burman
                       Vice-President - Human Resources
                                Net2Phone, Inc.
                               520 Broad Street
                           Newark, New Jersey 07102
                                (201) 530-4000

                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The Commission allows us to incorporate by reference the information we
file with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this registration statement, and information that we file
later with the Commission will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings made with the Commission under Sections 13(a), 13(c), 14, or
15(d) of the Securities and Exchange Act of 1934, as amended, until such time as
this registration statement is no longer in effect:

     (a) Our Annual Report on Form 10-K for the fiscal year ended July 31, 2000;


                                       2
<PAGE>

     (b) Our Current Report on Form 8-K, filed on August 21, 2000;

     (c) Our Current Report on Form 8-K/A, filed on September 22, 2000;

     (d) Our Current Report on Form 8-K/A, filed on October 16, 2000; and

     (e) The description of our common stock contained in our Registration
Statement on Form 8-A filed with the Commission on July 20,1999, including any
amendment or report filed for the purpose of updating such description.

Item 5. Interests of Named Experts and Counsel.

     Glenn J. Williams, who has rendered an opinion as to the validity of the
common stock being registered by this registration statement, is an employee of
Net2Phone, Inc.

Item 6. Indemnification of Directors and Officers.

     Reference is made to Section 145 of the Delaware General Corporation Law
which allows for the indemnification of officers, directors, and other corporate
agents in terms sufficiently broad to indemnify such persons under certain
circumstances for liabilities (including reimbursement for expenses incurred)
arising under the Securities Act, and to Section 102(6)(7) of the Delaware
General Corporation Law, which provides for the elimination or limitation of the
personal liability for monetary damages of directors under certain
circumstances. Article Sixth of our Certificate of Incorporation and Article VII
of our Bylaws provide for indemnification of our directors, officers, employees
and other agents to the extent and under the circumstances permitted by the
Delaware General Corporation Law.

Item 8. Exhibits.

Exhibit
Number       Description
-------      ------------

    4.3      Net2Phone, Inc. 1999 Amended and Restated Stock Option and
             Incentive Plan (incorporated by reference to the Registrant's
             Notice of Special Meeting and Proxy Statement dated July 6, 2000)

    5.2      Opinion of Glenn J. Williams, General Counsel of Net2Phone, Inc.

   23.2      Consent of Glenn J. Williams (included in Exhibit 5.2)

   23.3      Consent of Ernst & Young LLP, Independent Auditors

   23.4      Consent of Maurice SOUED, Independent Auditors

   24.1      Power of Attorney (included in signature page)

Item 9. Undertakings.

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 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.

     (2) that, for purposes of determining any liability under the Securities
     Act, 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.

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration

                                       3
<PAGE>

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.

     Insofar as the indemnification for liabilities arising under the Securities
Act 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 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 a
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the question has already been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of 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.

                                       4
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Net2Phone Inc., a corporation organized and existing under the laws of the State
of Delaware, 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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Newark, State of New Jersey, on this 1st day of
December, 2000.

                                       NET2PHONE, INC.

                                       /s/ Howard S. Balter
                                       ----------------------------
                                       Howard S. Balter
                                       Chief Executive Officer


                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Howard S. Balter and Glenn J. Williams,
jointly and severally, his attorneys-in-fact and agents, each with the power of
substitution and resubstitution, for him or her and in his name, place or stead,
in any and all capacities, to sign any amendments to this Registration Statement
on Form S-8, and to file such amendments, together with exhibits and other
documents in connection therewith, with the Securities and Exchange Commission,
granting to each attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully as he or she might or could do in person, and
ratifying and confirming all that the attorney-in-facts and agents, or his
substitute or substitutes, may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                           Title                      Date
--------------------------------------------------------------------------------

/s/ CLIFFORD M. SOBEL
---------------------------      Chairman of the Board         December 1, 2000
Clifford M. Sobel

/s/ HOWARD S. BALTER
---------------------------      Chief Executive Officer       December 1, 2000
Howard S. Balter                 (Principal Executive
                                 Officer) and Director

/s/ ILAN M. SLASKY
---------------------------      Chief Financial Officer       December 1, 2000
Ilan M. Slasky                   (Principal Accounting and
                                 Financial Officer)

/s/ JAMES A. COURTER
---------------------------      Director                      December 1, 2000
James A. Courter

/s/ MICHAEL FISCHBERGER
---------------------------      Director                      December 1, 2000
Michael Fischberger
<PAGE>

     Signature                    Title                             Date
--------------------------------------------------------------------------------

/s/ HOWARD S. JONAS
---------------------------      Director                      December 1, 2000
Howard S. Jonas

/s/ JESSE P. KING
---------------------------      Director                      December 1, 2000
Jesse P. King

/s/ HARRY C. MCPHERSON, JR.
---------------------------      Director                      December 1, 2000
Harry C. McPherson, Jr.

/s/ JAMES R. MELLOR
---------------------------      Director                      December 1, 2000
James R. Mellor

/s/ GARY E. RIESCHEL
---------------------------      Director                      December 1, 2000
Gary E. Rieschel

/s/ DANIEL H. SCHULMAN
---------------------------      Director                      December 1, 2000
Daniel H. Schulman

<PAGE>

                               INDEX TO EXHIBITS

Exhibit
Number      Description
-------     -----------

    4.3     Net2Phone, Inc. 1999 Amended and Restated Stock Option and Incentive
            Plan (incorporated by reference to the Registrant's Notice of
            Special Meeting and Proxy Statement dated July 6, 2000)

    5.2     Opinion of Glenn J. Williams, General Counsel of Net2Phone, Inc.

   23.2     Consent of Glenn J. Williams (included in Exhibit 5.2)

   23.3     Consent of Ernst & Young LLP, Independent Auditors

   23.4     Consent of Maurice SOUED, Independent Auditors

   24.1     Power of Attorney (included in signature page)
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 16967}]
{"company-data": {"conformed-name": "NET2PHONE INC", "cik": "0001086472", "assigned-sic": "4813", "irs-number": "223559037", "state-of-incorporation": "DE", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51248", "film-number": "783327"}, "business-address": {"street1": "520 BROAD STREET", "city": "NEWARK", "state": "NJ", "zip": "07102", "phone": "2019282990"}, "mail-address": {"street1": "17 MAIN STREET", "city": "HACKENSACK", "state": "NJ", "zip": "07601"}}
As filed with the Securities and Exchange Commission on December 5, 2000

                                                      Registration No. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                           ------------------------
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                           ------------------------
                                NET2PHONE, INC.
            (Exact name of Registrant as specified in its charter)

        Delaware                                          22-3559037
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                               520 Broad Street
                           Newark, New Jersey 07102
                   (Address of principal executive offices)
                           ------------------------
   Net2Phone, Inc. 1999 Amended and Restated Stock Option and Incentive Plan
                           (Full title of the Plan)
                           ------------------------
                               Howard S. Balter
                                Net2Phone, Inc.
                            Chief Executive Officer
                               520 Broad Street
                           Newark, New Jersey 07102
                                (201) 530-4000
(Name, address and telephone number, including area code, of agent for service)

                           ------------------------

                                   Copy to:

                            Richard W. Porter, Esq.
                               Kirkland & Ellis
                             200 E. Randolph Drive
                               Chicago, IL 60601
                                (312) 861-2000

                        CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
                                                                        Proposed Maximum     Proposed Maximum       Amount of
                                                   Amount to be         Offering Price       Aggregate Offering     Registration
Title of Securities to be Registered               Registered (1)       Per Share (2)        Price (2)              Fee (3)
------------------------------------------------------------------------------------------------------------------------------------
Common Stock , $0.01 par value                     5,370,218            $12.6406             $67,882,778            $17,921

------------------------------------------------------------------------------------------------------------------------------------
(1)  In the event of a stock split, stock dividend, or similar transaction
     involving the Registrant's common stock, in order to prevent dilution, the
     number of shares registered shall be automatically increased to cover the
     additional shares in accordance with Rule 416(a) under the Securities Act
     of 1933, as amended (the "Securities Act").

(2)  Estimated solely for the purpose of calculating the amount of the
     registration fee, pursuant to Rules 457(c) and 457(h) of the Securities
     Act, on the basis of the average high and low prices of the Registrant's
     common stock on November 30, 2000.

(3)  Pursuant to Rule 429 of the Securities Act, a combined prospectus, relating
     to the 5,370,218 shares of common stock registered hereby and the 9,569,782
     shares of common stock registered pursuant to the registration statement
     filed on August 26, 1999 (Registration No. 333-85945), will be delivered to
     plan participants in accordance with Form S-8 and Rule 428 of the
     Securities Act. The previously-paid filing fee associated with the
     9,569,782 shares registered under the registration statement filed on
     August 26, 1999 totaled $71,671.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
EXPLANATORY NOTE

     This Form S-8 Registration Statement incorporates by reference the
registration statement filed by Net2Phone, Inc. on August 26, 1999 (the
"Original Filing"). Any items in the Original Filing not expressly changed
hereby shall be as set forth in the Original Filing.

                                    PART I
             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

     The documents containing the information specified in Part I, Items 1 and
2, will be delivered to participants in the plan covered by this registration
statement, in accordance with Form S-8 and Rule 428 under the Securities Act of
1933, as amended (the "Securities Act"). Such documents are not required to be,
and are not, filed with the Securities and Exchange Commission ("Commission")
either as part of this registration statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated
by reference into this registration statement pursuant to Item 3 of Part II of
this registration statement, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.

Item 2.  Registrant Information and Employee Plan Annual Information.

     Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this registration statement (which documents
are incorporated by reference in the Section 10(a) prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428(b) or
additional information about the Net2Phone, Inc. 1999 Amended and Restated Stock
Option and Incentive Plan are available without charge by contacting:

                                  Sue Burman
                       Vice-President - Human Resources
                                Net2Phone, Inc.
                               520 Broad Street
                           Newark, New Jersey 07102
                                (201) 530-4000

                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The Commission allows us to incorporate by reference the information we
file with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this registration statement, and information that we file
later with the Commission will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings made with the Commission under Sections 13(a), 13(c), 14, or
15(d) of the Securities and Exchange Act of 1934, as amended, until such time as
this registration statement is no longer in effect:

     (a) Our Annual Report on Form 10-K for the fiscal year ended July 31, 2000;

                                       2
(b) Our Current Report on Form 8-K, filed on August 21, 2000;

     (c) Our Current Report on Form 8-K/A, filed on September 22, 2000;

     (d) Our Current Report on Form 8-K/A, filed on October 16, 2000; and

     (e) The description of our common stock contained in our Registration
Statement on Form 8-A filed with the Commission on July 20,1999, including any
amendment or report filed for the purpose of updating such description.

Item 5. Interests of Named Experts and Counsel.

     Glenn J. Williams, who has rendered an opinion as to the validity of the
common stock being registered by this registration statement, is an employee of
Net2Phone, Inc.

Item 6. Indemnification of Directors and Officers.

     Reference is made to Section 145 of the Delaware General Corporation Law
which allows for the indemnification of officers, directors, and other corporate
agents in terms sufficiently broad to indemnify such persons under certain
circumstances for liabilities (including reimbursement for expenses incurred)
arising under the Securities Act, and to Section 102(6)(7) of the Delaware
General Corporation Law, which provides for the elimination or limitation of the
personal liability for monetary damages of directors under certain
circumstances. Article Sixth of our Certificate of Incorporation and Article VII
of our Bylaws provide for indemnification of our directors, officers, employees
and other agents to the extent and under the circumstances permitted by the
Delaware General Corporation Law.

Item 8. Exhibits.

Exhibit
Number       Description
-------      ------------

    4.3      Net2Phone, Inc. 1999 Amended and Restated Stock Option and
             Incentive Plan (incorporated by reference to the Registrant's
             Notice of Special Meeting and Proxy Statement dated July 6, 2000)

    5.2      Opinion of Glenn J. Williams, General Counsel of Net2Phone, Inc.

   23.2      Consent of Glenn J. Williams (included in Exhibit 5.2)

   23.3      Consent of Ernst & Young LLP, Independent Auditors

   23.4      Consent of Maurice SOUED, Independent Auditors

   24.1      Power of Attorney (included in signature page)

Item 9. Undertakings.

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 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.

     (2) that, for purposes of determining any liability under the Securities
     Act, 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.

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration

                                       3
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.

     Insofar as the indemnification for liabilities arising under the Securities
Act 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 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 a
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the question has already been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of 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.

                                       4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Net2Phone Inc., a corporation organized and existing under the laws of the State
of Delaware, 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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Newark, State of New Jersey, on this 1st day of
December, 2000.

                                       NET2PHONE, INC.

                                       /s/ Howard S. Balter
                                       ----------------------------
                                       Howard S. Balter
                                       Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Howard S. Balter and Glenn J. Williams,
jointly and severally, his attorneys-in-fact and agents, each with the power of
substitution and resubstitution, for him or her and in his name, place or stead,
in any and all capacities, to sign any amendments to this Registration Statement
on Form S-8, and to file such amendments, together with exhibits and other
documents in connection therewith, with the Securities and Exchange Commission,
granting to each attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully as he or she might or could do in person, and
ratifying and confirming all that the attorney-in-facts and agents, or his
substitute or substitutes, may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                           Title                      Date
--------------------------------------------------------------------------------

/s/ CLIFFORD M. SOBEL
---------------------------      Chairman of the Board         December 1, 2000
Clifford M. Sobel

/s/ HOWARD S. BALTER
---------------------------      Chief Executive Officer       December 1, 2000
Howard S. Balter                 (Principal Executive
                                 Officer) and Director

/s/ ILAN M. SLASKY
---------------------------      Chief Financial Officer       December 1, 2000
Ilan M. Slasky                   (Principal Accounting and
                                 Financial Officer)

/s/ JAMES A. COURTER
---------------------------      Director                      December 1, 2000
James A. Courter

/s/ MICHAEL FISCHBERGER
---------------------------      Director                      December 1, 2000
Michael Fischberger
Signature                    Title                             Date
--------------------------------------------------------------------------------

/s/ HOWARD S. JONAS
---------------------------      Director                      December 1, 2000
Howard S. Jonas

/s/ JESSE P. KING
---------------------------      Director                      December 1, 2000
Jesse P. King

/s/ HARRY C. MCPHERSON, JR.
---------------------------      Director                      December 1, 2000
Harry C. McPherson, Jr.

/s/ JAMES R. MELLOR
---------------------------      Director                      December 1, 2000
James R. Mellor

/s/ GARY E. RIESCHEL
---------------------------      Director                      December 1, 2000
Gary E. Rieschel

/s/ DANIEL H. SCHULMAN
---------------------------      Director                      December 1, 2000
Daniel H. Schulman
INDEX TO EXHIBITS

Exhibit
Number      Description
-------     -----------

    4.3     Net2Phone, Inc. 1999 Amended and Restated Stock Option and Incentive
            Plan (incorporated by reference to the Registrant's Notice of
            Special Meeting and Proxy Statement dated July 6, 2000)

    5.2     Opinion of Glenn J. Williams, General Counsel of Net2Phone, Inc.

   23.2     Consent of Glenn J. Williams (included in Exhibit 5.2)

   23.3     Consent of Ernst & Young LLP, Independent Auditors

   23.4     Consent of Maurice SOUED, Independent Auditors

   24.1     Power of Attorney (included in signature page)