<PAGE>

      As filed with the Securities and Exchange Commission on June 19, 2001

                                                           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)


              IDT Corporation 1996 Stock Option and Incentive Plan,
                             as Amended and Restated
      Stock Option Agreements with each of the optionees named in notes (7)
          and (9) to the "Calculation of Registration Fee" table below
      ---------------------------------------------------------------------
                            (Full Title of the Plan)


                                 Howard S. Jonas
                      Chairman and Chief Executive Officer
                                 IDT Corporation
                                520 Broad Street
                            Newark, New Jersey 07102
                                 (973) 438-1000
           ----------------------------------------------------------
           (Name, Address, and Telephone Number, Including Area Code,
                              of Agent for Service)


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



                                   Copies to:

                              Joyce J. Mason, Esq.
                          General Counsel and Secretary
                                 IDT Corporation
                                520 Broad Street
                            Newark, New Jersey 07102
                                 (973) 438-1000


================================================================================
<PAGE>

                         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             Price              Fee
============================================================================================================================
<S>                                                   <C>             <C>                 <C>                 <C>
Class B Common Stock, par value $.01 per share        1,994,000(2)    $      17.7031(3)  $ 35,299,981.40(3)   $     8,825.00
 ..........................................             416,000(2)    $      20.6250(3)  $  8,580,000.00(3)   $     2,145.00
 ..........................................              25,000(2)    $        22.00(3)  $    550,000.00(3)   $       137.50
 ..........................................               6,000(2)    $      22.6250(3)  $    135,750.00(3)   $        33.94
 ..........................................              30,000(2)    $        27.20(3)  $    816,000.00(3)   $       204.00
 ..........................................              11,000(2)    $      28.1875(3)  $    310,062.50(3)   $        77.52
 ..........................................               2,500(2)    $       29.750(3)  $     74,375.00(3)   $        18.59
 ..........................................               1,000(2)    $      31.8125(3)  $     31,812.50(3)   $         7.95
 ..........................................               5,000(2)    $      32.5625(3)  $    162,812.50(3)   $        40.70
 ..........................................             102,000(2)    $      33.9375(3)  $  3,461,625.00(3)   $       865.41
 ..........................................              20,000(2)    $        34.00(3)  $    680,000.00(3)   $       170.00
 ..........................................              47,000(2)    $      35.8750(3)  $  1,686,125.00(3)   $       421.53
 ..........................................           2,775,500(4)              --                  --                  --
 ..........................................           1,281,000(5)    $        11.27(6)  $ 14,436,870.00(6)   $     3,609.22
============================================================================================================================
Class B Common Stock, par value $.01 per share        1,574,250(7)    $       20.875(3)  $ 32,862,468.75(3)   $     8,215.62
 ..........................................             291,500(7)    $      28.9375(3)  $  8,435,281.25(3)   $     2,108.82
 ..........................................              11,000(7)    $       31.625(3)  $    347,875.00(3)   $        86.97
 ..........................................           1,876,750(8)              --                  --                  --
============================================================================================================================
Common Stock, par value $.01 per share                  500,000(9)    $       12.625(3)  $  6,312,500.00(3)   $     1,578.13

Class B Common Stock, par value $.01 per share          500,000(10)             --                  --                  --
============================================================================================================================
Total  ....................................                                              $114,183,538.90      $    28,545.90
============================================================================================================================
</TABLE>

(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"), and the
     Stock Option Agreements described in notes (7) and (9) below.

(2)  Represents shares of Class B Common Stock reserved for issuance pursuant to
     options previously granted under the 1996 Plan.

(3)  Calculated pursuant to Rule 457(h) under the Securities Act, based upon the
     exercise price of the applicable options.

(4)  Represents shares issuable pursuant to the anti-dilution provisions of the
     1996 Plan with respect to Class B Common Stock options previously granted
     under the 1996 Plan as a result of the Class B Common Stock dividend which
     was effected in May 2001 (the "Stock Dividend"). In connection with the
     Stock Dividend, IDT Corporation issued one share of its Class B Common
     Stock for every share of its Common Stock, Class A Common Stock and Class B
     Common Stock held of record on May 14, 2001.

(5)  Represents shares of Class B Common Stock reserved for issuance pursuant to
     options which may be granted under the 1996 Plan, after giving effect to
     the Stock Dividend.

(6)  Estimated solely for the purposes 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 on the New York Stock Exchange on June 14, 2001.

(7)  Represents shares of Class B Common Stock which may be issued upon exercise
     of stock options granted under separate Stock Option Agreements between IDT
     Corporation and each of the following optionees: (1) Morris Lichtenstein,
     (2) Stephen Brown, (3) Michael Fischberger, (4) Geoffrey Rochwarger, (5)
     Moshe Kaganoff, (6) Hal Brecher, (7) James A. Courter, (8) Marc Knoller,
     (9) Joyce J. Mason, (10) Avi Aronowitz, (11) David Barth, (12) Joseph
     Farber, (13) Alan Forman, (14) Erica Gaffey, (15) Carlos Gomez, (16) Eva
     Janesik, (17) Yoav Krill, (18) Avi Lazar, (19) Jack Lehman, (20) Jack
     Lerer, (21) Jonathan Levy, (22) Douglas Mauro, (23) Keith Mendelson, (24)
     Norman Rosenberg, (25) Hillel Scheinfeld, (26) Robbie Schiff, (27) Ami
     Schwab, (28) SJM Consulting Inc., (29) Avi Stokar, (30) Daniel Sturm, (31)

<PAGE>

     Kathy Timko, (32) Dov Trop, (33) Josh Winkler, (34) Yehuda (Gary) Wurtzel,
     (35) Erica Becker, (36) Marc Bodner, (37) Rosario Martinez, (38) Subbarao
     Addaganti, (39) Taha Al-Almaleh, (40) Seth Altman, (41) Jenifer Bamond,
     (42) Brian Barnes, (43) Abelardo (Abby) Bedoya, (44) Melvin Berliner, (45)
     Yakov Bodner, (46) Mitchel Brafman, (47) Nicholas Brando, (48) Rory Britt,
     (49) Floyd Brown, (50) Ari Buckman, (51) Osvaldo Cardales, (52) Adriana
     Carlomagno, (53) John Carr, (54) James Chanda, (55) Sureshbabu Chandra,
     (56) Diane Clark, (57) Tzvika Cohen, (58) Jose Cueto, (59) Angelica Diaz,
     (60) Alexander Early, (61) Michael Eng, (62) Sean Finn, (63) Alan Forman,
     (64) Chaim Fried, (65) Robert Fruhling, (66) Henoch Gerwritz, (67) Oded
     David Gilboa, (68) Jeffrey Gillard, (69) Pankaj Gohel, (70) Chaim Goldman,
     (71) Brett Green, (72) Gene Grieco, (73) Maryann Hartos, (74) James
     Helfgott, (75) Linda Innella, (76) Steve Kahan, (77) Adam Kitt, (78) Robert
     Koscuiszka, (79) Heather Krivit, (80) Susana Laskovski, (81) Alan Lazar,
     (82) Bruce Levy, (83) Paula Lichansky, (84) Bernie Lichter, (85) Daniel
     Londynski, (86) Anthony Longano, (87) Maribel Malave, (88) Marisol Malave,
     (89) Dov Mandel, (90) Neil McDermott, (91) Todd McGillen, (92) Keith
     Mendelson, (93) Mark Mermelstein, (94) Jason Meyer, (95) Milagros Montes,
     (96) Thomas Nagel, (97) William Nicholls, (98) Kimberly Nichols, (99) Gail
     Nitti, (100) Zachary Novoseller, (101) Ari Ochs, (102) Belinda Orta, (103)
     Aaron Payne, (104) Allan Perlow, (105) Aryeh Petegorsky, (106) Allen
     Pierce, (107) Ramak Rabizadeh, (108) David Rand, (109) Amihai Reschke,
     (110) Steve Rojas, (111) Jonathan Rossman, (112) Betzalel (Chuck)
     Rothstein, (113) Jason Salzberg, (114) Gabriel Sasso, (115) Gabi Schecter,
     (116) Christi Scheffe, (117) Eli Schlisselfeld, (118) Stanley Schoenbach,
     (119) Aaron Shehadeh, (120) Dov Strickman, (121) Daniel Sturm, (122)
     Alberto Tavarez, (123) Elian Teig, (124) Joseph Timinsky, (125) Michael
     Torre, (126) Arlene Torres, (127) Michelle Villanueva, (128) Wanda
     Villanueva, (129) David Weinbach, (130) Christopher Yaegel, (131) Gargan
     Yee, (132) Kenny Zakalik and (133) Rena Zentman.

(8)  Represents shares issuable pursuant to the anti-dilution provisions of the
     Stock Option Agreements described in note (7) above as a result of the
     Stock Dividend.

(9)  Represents shares of Common Stock which may be issued upon exercise of
     stock options granted under separate Stock Option Agreements, dated as of
     March 1, 1999, between IDT Corporation and each of the following optionees:
     (1) James A. Courter, (2) Hal Brecher, (3) David Barth, (4) Geoffrey
     Rochwarger and (5) Morris Lichtenstein.

(10) Represents shares issuable pursuant to the anti-dilution provision of the
     Stock Option Agreements described in note (9) above as a result of the
     Stock Dividend.

<PAGE>


                            SECTION 10(a) PROSPECTUS

         The documents containing the information specified in Part I of this
Registration Statement on Form S-8 will be sent or given to participants in the
1996 Stock Option and Incentive Plan, as Amended and Restated, and the optionees
named in notes (7) and (9) to the "Calculation of Registration Fee" table above
as specified by Rule 428(b)(i) under the Securities Act of 1933, as amended.
Such documents are not required to be, and are not being, filed by IDT
Corporation 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.



<PAGE>


                                     PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Incorporation of Certain Documents By Reference

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Company, pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by
reference in this registration statement:

         (a)      The Company's Annual Report on Form 10-K for the fiscal year
                  ended July 31, 2000, filed with the Commission on October 31,
                  2000;

         (b)      The Company's Quarterly Reports on Form 10-Q for the three
                  months ended October 31, 2000, January 31, 2001 and April 30,
                  2001, filed on December 15, 2000, March 19, 2001 and June 14,
                  2001, respectively;

         (c)      The description of the common stock, par value $.01 per share
                  (the "Common Stock"), of the Company set forth as Item 1 under
                  the caption "Description of Securities" in the Company's
                  Registration Statement on Form 8-A, filed with the Commission
                  on February 15, 2001 pursuant to Section 12(b) of the Exchange
                  Act, including any amendment or report filed for the purpose
                  of updating such information; and

         (d)      The description of the Class B common stock, par value $.01
                  per share (the "Class B Common Stock"), of the Company set
                  forth as Item 1 under the caption "Description of Securities"
                  in the Company'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 Company 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 Common Stock and Class B
Common Stock will be passed on by Joyce J. Mason, Esq. Ms. Mason is Senior Vice
President, Secretary, General Counsel and a Director of the Company and is the
beneficial owner of 131,770 shares of Common Stock and 131,770 shares of Class B
Common Stock, including 5,640 shares of Common Stock and 5,640 shares of Class B
Common Stock held by members of her immediate family and 115,750 shares of
Common Stock and 132,350 shares of Class B Common Stock issuable upon the
exercise of employee stock options granted pursuant to the plans referred to in
this Registration Statement (after giving effect to the stock dividend which was
effective in May 2001).

Item 6.       Indemnification of Directors and Officers

         The Company's Certificate of Incorporation provides that, to the extent
permitted by the Delaware General Corporation Law ("DGCL"), directors of the
Company shall not be personally liable to the Company 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


                                       2
<PAGE>

liability of a director (i) for any breach of the director's duty of loyalty to
the Company 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 Company's By-Laws provide that the Company 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 Company (or serving in any such capacity with another business organization
at the request of the Company) 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
Company, 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 Company, 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 Company
unless a court determines otherwise.

Item 7.       Exemption From Registration Claimed.

         Not Applicable.

Item 8.       Exhibits.

         4.1      Restated Certificate of Incorporation of the Company
                  (incorporated by reference to Exhibit 3.01 to the Registration
                  Statement on Form S-1 of the Company (File No. 333-00204),
                  filed with the Commission on February 21, 1996).

         4.2      Certificate of Amendment to Restated Certificate of
                  Incorporation of the Company (incorporated by reference to
                  Exhibit 3.03 to Form 10-Q for the three months ended October
                  31, 2000, filed with the Commission on December 15, 2000).

         4.3      By-Laws of the Company (incorporated by reference to Exhibit
                  3.02 to the Registration Statement on Form S-1 of the Company
                  (File No. 333-00204), filed with the Commission on February
                  21, 1996).

         4.4      1996 Stock Option and Incentive Plan, as Amended and Restated,
                  of the Company (incorporated by reference to Exhibit A to the
                  Company's Proxy Statement on Schedule 14A, filed with the
                  Commission on November 14, 2000).

         4.5      Form of Stock Option Agreement under the Amended and Restated
                  1996 Stock Option and Incentive Plan (incorporated by
                  reference to Exhibit 10.16 to the Registration Statement on
                  Form S-1 of the Company (File No. 333-18901)).

        *4.6      Form of Stock Option Agreement between the Company and each of
                  the optionees listed in note (7) to the "Calculation of
                  Registration Fee" table in this Registration Statement.

        *4.7      Stock Option Agreements, dated as of March 1, 1999, between
                  the Company and each of the optionees listed in note (9) to
                  the "Calculation of Registration Fee" table in this
                  Registration Statement. Exhibit includes a representative
                  example of such Stock Option Agreements together with a
                  schedule identifying the omitted Stock Option Agreements and
                  material differences from the filed agreement.

        *5.1      Legal Opinion of Joyce J. Mason, Esq.

        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.


                                       3
<PAGE>

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; 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 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.


                                       4
<PAGE>

                                   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
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 18, 2001.

                                 IDT CORPORATION


                                        By: /s/  Howard S. Jonas
                                            ------------------------------------
                                            Howard S. Jonas
                                            Chairman and Chief Executive Officer


         KNOWN TO ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Howard S. Jonas and James A.
Courter, and each of them, each with full power to act without the other, his or
her true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for such person and in his or her name, place
and stead, in any and all capacities, to sign any amendments to this
registration statement (including post-effective amendments), and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact and agents, or their substitute or substitutes,
may do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on this 18th day of June, 2001.


            Signature                                Titles
            ---------                                ------

     /s/ Howard S. Jonas              Chairman and Chief Executive Officer
--------------------------------          (Principal Executive Officer)
         Howard S. Jonas

     /s/ James A. Courter                  Vice Chairman and President
--------------------------------          (Principal Executive Officer)
        James A. Courter

     /s/ Stephen R. Brown               Chief Financial Officer and Director
--------------------------------    (Principal Financial and Accounting Officer)
        Stephen R. Brown

     /s/ Joyce J. Mason
--------------------------------                    Director
         Joyce J. Mason

     /s/ Marc E. Knoller
--------------------------------                    Director
         Marc E. Knoller

     /s/ Moshe Kaganoff
--------------------------------                    Director
         Moshe Kaganoff

     /s/ Geoffrey Rochwarger
--------------------------------                    Director
       Geoffrey Rochwarger

     /s/ Meyer A. Berman
--------------------------------                    Director
         Meyer A. Berman

     /s/ J. Warren Blaker
--------------------------------                    Director
        J. Warren Blaker


<PAGE>


     /s/ Denis A. Bovin
--------------------------------                    Director
         Denis A. Bovin

     /s/ Saul K. Fenster
--------------------------------                    Director
         Saul K. Fenster

     /s/ William Arthur Owens
--------------------------------                    Director
     William Arthur Owens

     /s/ William F. Weld
--------------------------------                    Director
         William F. Weld

     /s/ Paul Reichmann
--------------------------------                    Director
         Paul Reichmann


<PAGE>


                                  EXHIBIT INDEX

Exhibit No.                 Description                                Page No.
-----------                 -----------                                --------

   4.1  Restated Certificate of Incorporation of the Company
        (incorporated by reference to Exhibit 3.01 to the Registration
        Statement on Form S-1 of the Company (File No. 333-00204),
        filed with the Commission on February 21, 1996).

   4.2  Certificate of Amendment to Restated Certificate of
        Incorporation of the Company (incorporated by reference to
        Exhibit 3.03 to Form 10-Q for the three months ended October
        31, 2000, filed with the Commission on December 15, 2000).

   4.3  By-Laws of the Company (incorporated by reference to Exhibit
        3.02 to the Registration Statement on Form S-1 of the Company
        (File No. 333-00204), filed with the Commission on February
        21, 1996).

   4.4  1996 Stock Option and Incentive Plan, as Amended and Restated,
        of the Company (incorporated by reference to Exhibit A to the
        Company's Proxy Statement on Schedule 14A, filed with the
        Commission on November 14, 2000).

   4.5  Form of Stock Option Agreement under the Amended and Restated
        1996 Stock Option and Incentive Plan (incorporated by
        reference to Exhibit 10.16 to the Registration Statement on
        Form S-1 of the Company (File No. 333-18901)).

   *4.6 Form of Stock Option Agreement between the Company and each of
        the optionees listed in note (7) to the "Calculation of
        Registration Fee" table in this Registration Statement.

   *4.7 Stock Option Agreements, dated as of March 1, 1999, between
        the Company and each of the optionees listed in note (9) to
        the "Calculation of Registration Fee" table in this
        Registration Statement. Exhibit includes a representative
        example of such Stock Option Agreements together with a
        schedule identifying the omitted Stock Option Agreements and
        material differences from the filed agreement.

   *5.1 Legal Opinion of Joyce J. Mason, Esq.

   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.
[{"type": "S-8", "sequence": "1", "filename": "b312162_s8.txt", "description": "FORM S-8", "secsgml_size_bytes": 33035}]
{"company-data": {"conformed-name": "IDT CORP", "cik": "0001005731", "assigned-sic": "7373", "irs-number": "223415036", "state-of-incorporation": "DE", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63282", "film-number": "1663008"}, "business-address": {"street1": "190 MAIN ST", "city": "HACKENSACK", "state": "NJ", "zip": "07601", "phone": "2019281000"}, "mail-address": {"street1": "294 STATE STREET", "city": "HACKENSACK", "state": "NJ", "zip": "07601"}}
As filed with the Securities and Exchange Commission on June 19, 2001

                                                           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)

              IDT Corporation 1996 Stock Option and Incentive Plan,
                             as Amended and Restated
      Stock Option Agreements with each of the optionees named in notes (7)
          and (9) to the "Calculation of Registration Fee" table below
      ---------------------------------------------------------------------
                            (Full Title of the Plan)

                                 Howard S. Jonas
                      Chairman and Chief Executive Officer
                                 IDT Corporation
                                520 Broad Street
                            Newark, New Jersey 07102
                                 (973) 438-1000
           ----------------------------------------------------------
           (Name, Address, and Telephone Number, Including Area Code,
                              of Agent for Service)

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

                                   Copies to:

                              Joyce J. Mason, Esq.
                          General Counsel and Secretary
                                 IDT Corporation
                                520 Broad Street
                            Newark, New Jersey 07102
                                 (973) 438-1000

================================================================================
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             Price              Fee
============================================================================================================================
Class B Common Stock, par value $.01 per share        1,994,000(2)    $      17.7031(3)  $ 35,299,981.40(3)   $     8,825.00
 ..........................................             416,000(2)    $      20.6250(3)  $  8,580,000.00(3)   $     2,145.00
 ..........................................              25,000(2)    $        22.00(3)  $    550,000.00(3)   $       137.50
 ..........................................               6,000(2)    $      22.6250(3)  $    135,750.00(3)   $        33.94
 ..........................................              30,000(2)    $        27.20(3)  $    816,000.00(3)   $       204.00
 ..........................................              11,000(2)    $      28.1875(3)  $    310,062.50(3)   $        77.52
 ..........................................               2,500(2)    $       29.750(3)  $     74,375.00(3)   $        18.59
 ..........................................               1,000(2)    $      31.8125(3)  $     31,812.50(3)   $         7.95
 ..........................................               5,000(2)    $      32.5625(3)  $    162,812.50(3)   $        40.70
 ..........................................             102,000(2)    $      33.9375(3)  $  3,461,625.00(3)   $       865.41
 ..........................................              20,000(2)    $        34.00(3)  $    680,000.00(3)   $       170.00
 ..........................................              47,000(2)    $      35.8750(3)  $  1,686,125.00(3)   $       421.53
 ..........................................           2,775,500(4)              --                  --                  --
 ..........................................           1,281,000(5)    $        11.27(6)  $ 14,436,870.00(6)   $     3,609.22
============================================================================================================================
Class B Common Stock, par value $.01 per share        1,574,250(7)    $       20.875(3)  $ 32,862,468.75(3)   $     8,215.62
 ..........................................             291,500(7)    $      28.9375(3)  $  8,435,281.25(3)   $     2,108.82
 ..........................................              11,000(7)    $       31.625(3)  $    347,875.00(3)   $        86.97
 ..........................................           1,876,750(8)              --                  --                  --
============================================================================================================================
Common Stock, par value $.01 per share                  500,000(9)    $       12.625(3)  $  6,312,500.00(3)   $     1,578.13

Class B Common Stock, par value $.01 per share          500,000(10)             --                  --                  --
============================================================================================================================
Total  ....................................                                              $114,183,538.90      $    28,545.90
============================================================================================================================
(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"), and the
     Stock Option Agreements described in notes (7) and (9) below.

(2)  Represents shares of Class B Common Stock reserved for issuance pursuant to
     options previously granted under the 1996 Plan.

(3)  Calculated pursuant to Rule 457(h) under the Securities Act, based upon the
     exercise price of the applicable options.

(4)  Represents shares issuable pursuant to the anti-dilution provisions of the
     1996 Plan with respect to Class B Common Stock options previously granted
     under the 1996 Plan as a result of the Class B Common Stock dividend which
     was effected in May 2001 (the "Stock Dividend"). In connection with the
     Stock Dividend, IDT Corporation issued one share of its Class B Common
     Stock for every share of its Common Stock, Class A Common Stock and Class B
     Common Stock held of record on May 14, 2001.

(5)  Represents shares of Class B Common Stock reserved for issuance pursuant to
     options which may be granted under the 1996 Plan, after giving effect to
     the Stock Dividend.

(6)  Estimated solely for the purposes 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 on the New York Stock Exchange on June 14, 2001.

(7)  Represents shares of Class B Common Stock which may be issued upon exercise
     of stock options granted under separate Stock Option Agreements between IDT
     Corporation and each of the following optionees: (1) Morris Lichtenstein,
     (2) Stephen Brown, (3) Michael Fischberger, (4) Geoffrey Rochwarger, (5)
     Moshe Kaganoff, (6) Hal Brecher, (7) James A. Courter, (8) Marc Knoller,
     (9) Joyce J. Mason, (10) Avi Aronowitz, (11) David Barth, (12) Joseph
     Farber, (13) Alan Forman, (14) Erica Gaffey, (15) Carlos Gomez, (16) Eva
     Janesik, (17) Yoav Krill, (18) Avi Lazar, (19) Jack Lehman, (20) Jack
     Lerer, (21) Jonathan Levy, (22) Douglas Mauro, (23) Keith Mendelson, (24)
     Norman Rosenberg, (25) Hillel Scheinfeld, (26) Robbie Schiff, (27) Ami
     Schwab, (28) SJM Consulting Inc., (29) Avi Stokar, (30) Daniel Sturm, (31)
Kathy Timko, (32) Dov Trop, (33) Josh Winkler, (34) Yehuda (Gary) Wurtzel,
     (35) Erica Becker, (36) Marc Bodner, (37) Rosario Martinez, (38) Subbarao
     Addaganti, (39) Taha Al-Almaleh, (40) Seth Altman, (41) Jenifer Bamond,
     (42) Brian Barnes, (43) Abelardo (Abby) Bedoya, (44) Melvin Berliner, (45)
     Yakov Bodner, (46) Mitchel Brafman, (47) Nicholas Brando, (48) Rory Britt,
     (49) Floyd Brown, (50) Ari Buckman, (51) Osvaldo Cardales, (52) Adriana
     Carlomagno, (53) John Carr, (54) James Chanda, (55) Sureshbabu Chandra,
     (56) Diane Clark, (57) Tzvika Cohen, (58) Jose Cueto, (59) Angelica Diaz,
     (60) Alexander Early, (61) Michael Eng, (62) Sean Finn, (63) Alan Forman,
     (64) Chaim Fried, (65) Robert Fruhling, (66) Henoch Gerwritz, (67) Oded
     David Gilboa, (68) Jeffrey Gillard, (69) Pankaj Gohel, (70) Chaim Goldman,
     (71) Brett Green, (72) Gene Grieco, (73) Maryann Hartos, (74) James
     Helfgott, (75) Linda Innella, (76) Steve Kahan, (77) Adam Kitt, (78) Robert
     Koscuiszka, (79) Heather Krivit, (80) Susana Laskovski, (81) Alan Lazar,
     (82) Bruce Levy, (83) Paula Lichansky, (84) Bernie Lichter, (85) Daniel
     Londynski, (86) Anthony Longano, (87) Maribel Malave, (88) Marisol Malave,
     (89) Dov Mandel, (90) Neil McDermott, (91) Todd McGillen, (92) Keith
     Mendelson, (93) Mark Mermelstein, (94) Jason Meyer, (95) Milagros Montes,
     (96) Thomas Nagel, (97) William Nicholls, (98) Kimberly Nichols, (99) Gail
     Nitti, (100) Zachary Novoseller, (101) Ari Ochs, (102) Belinda Orta, (103)
     Aaron Payne, (104) Allan Perlow, (105) Aryeh Petegorsky, (106) Allen
     Pierce, (107) Ramak Rabizadeh, (108) David Rand, (109) Amihai Reschke,
     (110) Steve Rojas, (111) Jonathan Rossman, (112) Betzalel (Chuck)
     Rothstein, (113) Jason Salzberg, (114) Gabriel Sasso, (115) Gabi Schecter,
     (116) Christi Scheffe, (117) Eli Schlisselfeld, (118) Stanley Schoenbach,
     (119) Aaron Shehadeh, (120) Dov Strickman, (121) Daniel Sturm, (122)
     Alberto Tavarez, (123) Elian Teig, (124) Joseph Timinsky, (125) Michael
     Torre, (126) Arlene Torres, (127) Michelle Villanueva, (128) Wanda
     Villanueva, (129) David Weinbach, (130) Christopher Yaegel, (131) Gargan
     Yee, (132) Kenny Zakalik and (133) Rena Zentman.

(8)  Represents shares issuable pursuant to the anti-dilution provisions of the
     Stock Option Agreements described in note (7) above as a result of the
     Stock Dividend.

(9)  Represents shares of Common Stock which may be issued upon exercise of
     stock options granted under separate Stock Option Agreements, dated as of
     March 1, 1999, between IDT Corporation and each of the following optionees:
     (1) James A. Courter, (2) Hal Brecher, (3) David Barth, (4) Geoffrey
     Rochwarger and (5) Morris Lichtenstein.

(10) Represents shares issuable pursuant to the anti-dilution provision of the
     Stock Option Agreements described in note (9) above as a result of the
     Stock Dividend.
SECTION 10(a) PROSPECTUS

         The documents containing the information specified in Part I of this
Registration Statement on Form S-8 will be sent or given to participants in the
1996 Stock Option and Incentive Plan, as Amended and Restated, and the optionees
named in notes (7) and (9) to the "Calculation of Registration Fee" table above
as specified by Rule 428(b)(i) under the Securities Act of 1933, as amended.
Such documents are not required to be, and are not being, filed by IDT
Corporation 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 Certain Documents By Reference

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Company, pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by
reference in this registration statement:

         (a)      The Company's Annual Report on Form 10-K for the fiscal year
                  ended July 31, 2000, filed with the Commission on October 31,
                  2000;

         (b)      The Company's Quarterly Reports on Form 10-Q for the three
                  months ended October 31, 2000, January 31, 2001 and April 30,
                  2001, filed on December 15, 2000, March 19, 2001 and June 14,
                  2001, respectively;

         (c)      The description of the common stock, par value $.01 per share
                  (the "Common Stock"), of the Company set forth as Item 1 under
                  the caption "Description of Securities" in the Company's
                  Registration Statement on Form 8-A, filed with the Commission
                  on February 15, 2001 pursuant to Section 12(b) of the Exchange
                  Act, including any amendment or report filed for the purpose
                  of updating such information; and

         (d)      The description of the Class B common stock, par value $.01
                  per share (the "Class B Common Stock"), of the Company set
                  forth as Item 1 under the caption "Description of Securities"
                  in the Company'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 Company 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 Common Stock and Class B
Common Stock will be passed on by Joyce J. Mason, Esq. Ms. Mason is Senior Vice
President, Secretary, General Counsel and a Director of the Company and is the
beneficial owner of 131,770 shares of Common Stock and 131,770 shares of Class B
Common Stock, including 5,640 shares of Common Stock and 5,640 shares of Class B
Common Stock held by members of her immediate family and 115,750 shares of
Common Stock and 132,350 shares of Class B Common Stock issuable upon the
exercise of employee stock options granted pursuant to the plans referred to in
this Registration Statement (after giving effect to the stock dividend which was
effective in May 2001).

Item 6.       Indemnification of Directors and Officers

         The Company's Certificate of Incorporation provides that, to the extent
permitted by the Delaware General Corporation Law ("DGCL"), directors of the
Company shall not be personally liable to the Company 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

                                       2
liability of a director (i) for any breach of the director's duty of loyalty to
the Company 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 Company's By-Laws provide that the Company 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 Company (or serving in any such capacity with another business organization
at the request of the Company) 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
Company, 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 Company, 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 Company
unless a court determines otherwise.

Item 7.       Exemption From Registration Claimed.

         Not Applicable.

Item 8.       Exhibits.

         4.1      Restated Certificate of Incorporation of the Company
                  (incorporated by reference to Exhibit 3.01 to the Registration
                  Statement on Form S-1 of the Company (File No. 333-00204),
                  filed with the Commission on February 21, 1996).

         4.2      Certificate of Amendment to Restated Certificate of
                  Incorporation of the Company (incorporated by reference to
                  Exhibit 3.03 to Form 10-Q for the three months ended October
                  31, 2000, filed with the Commission on December 15, 2000).

         4.3      By-Laws of the Company (incorporated by reference to Exhibit
                  3.02 to the Registration Statement on Form S-1 of the Company
                  (File No. 333-00204), filed with the Commission on February
                  21, 1996).

         4.4      1996 Stock Option and Incentive Plan, as Amended and Restated,
                  of the Company (incorporated by reference to Exhibit A to the
                  Company's Proxy Statement on Schedule 14A, filed with the
                  Commission on November 14, 2000).

         4.5      Form of Stock Option Agreement under the Amended and Restated
                  1996 Stock Option and Incentive Plan (incorporated by
                  reference to Exhibit 10.16 to the Registration Statement on
                  Form S-1 of the Company (File No. 333-18901)).

        *4.6      Form of Stock Option Agreement between the Company and each of
                  the optionees listed in note (7) to the "Calculation of
                  Registration Fee" table in this Registration Statement.

        *4.7      Stock Option Agreements, dated as of March 1, 1999, between
                  the Company and each of the optionees listed in note (9) to
                  the "Calculation of Registration Fee" table in this
                  Registration Statement. Exhibit includes a representative
                  example of such Stock Option Agreements together with a
                  schedule identifying the omitted Stock Option Agreements and
                  material differences from the filed agreement.

        *5.1      Legal Opinion of Joyce J. Mason, Esq.

        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.

                                       3
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; 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 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.

                                       4
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
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 18, 2001.

                                 IDT CORPORATION

                                        By: /s/  Howard S. Jonas
                                            ------------------------------------
                                            Howard S. Jonas
                                            Chairman and Chief Executive Officer

         KNOWN TO ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Howard S. Jonas and James A.
Courter, and each of them, each with full power to act without the other, his or
her true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for such person and in his or her name, place
and stead, in any and all capacities, to sign any amendments to this
registration statement (including post-effective amendments), and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact and agents, or their substitute or substitutes,
may do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on this 18th day of June, 2001.

            Signature                                Titles
            ---------                                ------

     /s/ Howard S. Jonas              Chairman and Chief Executive Officer
--------------------------------          (Principal Executive Officer)
         Howard S. Jonas

     /s/ James A. Courter                  Vice Chairman and President
--------------------------------          (Principal Executive Officer)
        James A. Courter

     /s/ Stephen R. Brown               Chief Financial Officer and Director
--------------------------------    (Principal Financial and Accounting Officer)
        Stephen R. Brown

     /s/ Joyce J. Mason
--------------------------------                    Director
         Joyce J. Mason

     /s/ Marc E. Knoller
--------------------------------                    Director
         Marc E. Knoller

     /s/ Moshe Kaganoff
--------------------------------                    Director
         Moshe Kaganoff

     /s/ Geoffrey Rochwarger
--------------------------------                    Director
       Geoffrey Rochwarger

     /s/ Meyer A. Berman
--------------------------------                    Director
         Meyer A. Berman

     /s/ J. Warren Blaker
--------------------------------                    Director
        J. Warren Blaker
/s/ Denis A. Bovin
--------------------------------                    Director
         Denis A. Bovin

     /s/ Saul K. Fenster
--------------------------------                    Director
         Saul K. Fenster

     /s/ William Arthur Owens
--------------------------------                    Director
     William Arthur Owens

     /s/ William F. Weld
--------------------------------                    Director
         William F. Weld

     /s/ Paul Reichmann
--------------------------------                    Director
         Paul Reichmann
EXHIBIT INDEX

Exhibit No.                 Description                                Page No.
-----------                 -----------                                --------

   4.1  Restated Certificate of Incorporation of the Company
        (incorporated by reference to Exhibit 3.01 to the Registration
        Statement on Form S-1 of the Company (File No. 333-00204),
        filed with the Commission on February 21, 1996).

   4.2  Certificate of Amendment to Restated Certificate of
        Incorporation of the Company (incorporated by reference to
        Exhibit 3.03 to Form 10-Q for the three months ended October
        31, 2000, filed with the Commission on December 15, 2000).

   4.3  By-Laws of the Company (incorporated by reference to Exhibit
        3.02 to the Registration Statement on Form S-1 of the Company
        (File No. 333-00204), filed with the Commission on February
        21, 1996).

   4.4  1996 Stock Option and Incentive Plan, as Amended and Restated,
        of the Company (incorporated by reference to Exhibit A to the
        Company's Proxy Statement on Schedule 14A, filed with the
        Commission on November 14, 2000).

   4.5  Form of Stock Option Agreement under the Amended and Restated
        1996 Stock Option and Incentive Plan (incorporated by
        reference to Exhibit 10.16 to the Registration Statement on
        Form S-1 of the Company (File No. 333-18901)).

   *4.6 Form of Stock Option Agreement between the Company and each of
        the optionees listed in note (7) to the "Calculation of
        Registration Fee" table in this Registration Statement.

   *4.7 Stock Option Agreements, dated as of March 1, 1999, between
        the Company and each of the optionees listed in note (9) to
        the "Calculation of Registration Fee" table in this
        Registration Statement. Exhibit includes a representative
        example of such Stock Option Agreements together with a
        schedule identifying the omitted Stock Option Agreements and
        material differences from the filed agreement.

   *5.1 Legal Opinion of Joyce J. Mason, Esq.

   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.