SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549




                                  Form 8-K

           CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

                      Commission File Number 000-28063


                  September 18, 2002 (September 17, 2002)
              Date of Report (Date Of Earliest Event Reported)


                              deltathree, Inc.
           (Exact name of Registrant as specified in its charter)


         Delaware                                            13-4006766
(State or Other Jurisdiction of                            (IRS Employer
Incorporation or Organization)                             Identification No.)


75 Broad Street, 31st floor, New York, New York               10004
(Address of Principal Executive Office)                     (Zip Code)


                               (212) 500-4850
            (Registrant's telephone number, including area code)


                                    None
    (Former name, former address and former fiscal year, if applicable)




Item 5.  Other Events.

         On September 17, 2002, deltathree, Inc. (the "Company") announced
that the listing of the Company's Class A Common Stock, par value $0.001
per share (the "Common Stock"), has been transferred from the Nasdaq
National Market to the Nasdaq SmallCap Market effective as of the opening
of business on September 17, 2002. A copy of the press release announcing
the transfer of the Company's Common Stock listing is attached hereto as
Exhibit 99.1 and is incorporated by reference in its entirety.


Item 7.  Exhibits.

(c)      Exhibits

Exhibit
No.         Description

 99.1       Press Release issued by deltathree, Inc. dated September 17, 2002.



                                 SIGNATURE


         Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunder duly authorized.


                              DELTATHREE, INC.


                              By: /s/ Paul C. White
                                  -------------------------
                                  Paul C. White
                                  Chief Financial Officer


Date:  September 18, 2002


                              DELTATHREE, INC.
                         CURRENT REPORT ON FORM 8-K
            Report Dated September 18, 2002 (September 17, 2002)


                               EXHIBIT INDEX

Exhibit
No.         Description

99.1        Press Release issued by deltathree, Inc. dated September 17, 2002.


<PAGE>



                                                               Exhibit 99.1

Press Release

                     deltathree Transfers Stock Listing
                         to Nasdaq SmallCap Market

New York, September 17, 2002 - deltathree, Inc. (Nasdaq: DDDC), the leading
provider of SIP-based hosted communications solutions for service providers
and consumers worldwide, today announced Nasdaq's approval for the listing
of deltathree's common stock on the Nasdaq SmallCap Market. deltathree's
common stock has been transferred from the Nasdaq National Market to the
Nasdaq SmallCap Market effective as of the open of business today.
deltathree's common stock will continue to be listed under the trading
symbol "DDDC".

deltathree currently meets all criteria for continued inclusion in the
Nasdaq SmallCap Market except for the $1.00 minimum bid price per share
requirement. deltathree has an initial grace period until December 4, 2002,
to demonstrate a closing bid price of at least $1.00 for a minimum of ten
consecutive trading days. Should deltathree not comply with the minimum bid
price requirement within this grace period, the Company will be eligible
for an additional 180 day grace period ending June 2, 2003, to meet the
$1.00 minimum bid price requirement provided deltathree can demonstrate it
remains in compliance with the Nasdaq SmallCap Market's initial listing
standards.

Shimmy Zimels, deltathree chief executive officer stated, "The move to
transfer our common stock listing to the Nasdaq SmallCap market provides a
logical transition to a stock exchange that's primary focus is to create a
fair and efficient marketplace for small capitalization issues."

Nasdaq regulations allow for the transfer back to the Nasdaq National
Market should deltathree maintain a minimum bid price of $1.00 for at least
30 consecutive trading days by June 2, 2003, and comply at all times with
other applicable continued listing requirements for the Nasdaq National
Market.

About deltathree, Inc.

Founded in 1996, deltathree is the leading provider of hosted, SIP-based
VoIP products and services. deltathree provides private-label products,
including PC-to-Phone, Phone-to-Phone, and Broadband Phone, as well as
back-office services such as billing, operations management, marketing
support, and network management, to service providers worldwide.
deltathree's consumer division, iConnectHere, provides award-winning VoIP
products directly to consumers. Our high quality Internet telephony
solutions are viable and cost-effective alternatives to traditional
telephone services.

For investor relations, contact Erik Knettel of Thomson Financial Corporate
Group at (212) 807-5057. For more information about deltathree, visit our
web site at http://corp.deltathree.com.

Except for historical matters contained herein, the matters discussed in
this press release are forward- looking and are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Investors are cautioned that these forward-looking statements reflect
numerous assumptions and involve risks and uncertainties that may affect
deltathree's business and prospects and cause actual results to differ
materially from these forward-looking statements.

Among the factors that could cause actual results to differ are the
inherent uncertainty of financial estimates and projections, the
competitive environment for Internet telephony, deltathree's limited
operating history, changes of rates of all related telecommunications
services, the level and rate of customer acceptance of new products and
services, legislation that may affect the Internet telephony industry,
rapid technological changes, and other risk factors contained in
deltathree's periodic reports on Form 10-K and Form 10-Q on file with the
SEC and available through http://www.sec.gov.
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{"company-data": {"conformed-name": "DELTATHREE INC", "cik": "0001086740", "assigned-sic": "7389", "irs-number": "134006766", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-28063", "film-number": "02767154"}, "business-address": {"street1": "75 BROAD ST", "street2": "31ST FL", "city": "NEW YORK", "state": "NY", "zip": "10004", "phone": "2125004850"}, "mail-address": {"street1": "75 BROAD ST", "city": "NEW YORK", "state": "NY", "zip": "10004"}, "former-company": {"former-conformed-name": "DELTATHREE COM INC", "date-changed": "19990519"}}
SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                  Form 8-K

           CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

                      Commission File Number 000-28063

                  September 18, 2002 (September 17, 2002)
              Date of Report (Date Of Earliest Event Reported)

                              deltathree, Inc.
           (Exact name of Registrant as specified in its charter)

         Delaware                                            13-4006766
(State or Other Jurisdiction of                            (IRS Employer
Incorporation or Organization)                             Identification No.)

75 Broad Street, 31st floor, New York, New York               10004
(Address of Principal Executive Office)                     (Zip Code)

                               (212) 500-4850
            (Registrant's telephone number, including area code)

                                    None
    (Former name, former address and former fiscal year, if applicable)

Item 5.  Other Events.

         On September 17, 2002, deltathree, Inc. (the "Company") announced
that the listing of the Company's Class A Common Stock, par value $0.001
per share (the "Common Stock"), has been transferred from the Nasdaq
National Market to the Nasdaq SmallCap Market effective as of the opening
of business on September 17, 2002. A copy of the press release announcing
the transfer of the Company's Common Stock listing is attached hereto as
Exhibit 99.1 and is incorporated by reference in its entirety.

Item 7.  Exhibits.

(c)      Exhibits

Exhibit
No.         Description

 99.1       Press Release issued by deltathree, Inc. dated September 17, 2002.

                                 SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunder duly authorized.

                              DELTATHREE, INC.

                              By: /s/ Paul C. White
                                  -------------------------
                                  Paul C. White
                                  Chief Financial Officer

Date:  September 18, 2002

                              DELTATHREE, INC.
                         CURRENT REPORT ON FORM 8-K
            Report Dated September 18, 2002 (September 17, 2002)

                               EXHIBIT INDEX

Exhibit
No.         Description

99.1        Press Release issued by deltathree, Inc. dated September 17, 2002.
Exhibit 99.1

Press Release

                     deltathree Transfers Stock Listing
                         to Nasdaq SmallCap Market

New York, September 17, 2002 - deltathree, Inc. (Nasdaq: DDDC), the leading
provider of SIP-based hosted communications solutions for service providers
and consumers worldwide, today announced Nasdaq's approval for the listing
of deltathree's common stock on the Nasdaq SmallCap Market. deltathree's
common stock has been transferred from the Nasdaq National Market to the
Nasdaq SmallCap Market effective as of the open of business today.
deltathree's common stock will continue to be listed under the trading
symbol "DDDC".

deltathree currently meets all criteria for continued inclusion in the
Nasdaq SmallCap Market except for the $1.00 minimum bid price per share
requirement. deltathree has an initial grace period until December 4, 2002,
to demonstrate a closing bid price of at least $1.00 for a minimum of ten
consecutive trading days. Should deltathree not comply with the minimum bid
price requirement within this grace period, the Company will be eligible
for an additional 180 day grace period ending June 2, 2003, to meet the
$1.00 minimum bid price requirement provided deltathree can demonstrate it
remains in compliance with the Nasdaq SmallCap Market's initial listing
standards.

Shimmy Zimels, deltathree chief executive officer stated, "The move to
transfer our common stock listing to the Nasdaq SmallCap market provides a
logical transition to a stock exchange that's primary focus is to create a
fair and efficient marketplace for small capitalization issues."

Nasdaq regulations allow for the transfer back to the Nasdaq National
Market should deltathree maintain a minimum bid price of $1.00 for at least
30 consecutive trading days by June 2, 2003, and comply at all times with
other applicable continued listing requirements for the Nasdaq National
Market.

About deltathree, Inc.

Founded in 1996, deltathree is the leading provider of hosted, SIP-based
VoIP products and services. deltathree provides private-label products,
including PC-to-Phone, Phone-to-Phone, and Broadband Phone, as well as
back-office services such as billing, operations management, marketing
support, and network management, to service providers worldwide.
deltathree's consumer division, iConnectHere, provides award-winning VoIP
products directly to consumers. Our high quality Internet telephony
solutions are viable and cost-effective alternatives to traditional
telephone services.

For investor relations, contact Erik Knettel of Thomson Financial Corporate
Group at (212) 807-5057. For more information about deltathree, visit our
web site at http://corp.deltathree.com.

Except for historical matters contained herein, the matters discussed in
this press release are forward- looking and are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Investors are cautioned that these forward-looking statements reflect
numerous assumptions and involve risks and uncertainties that may affect
deltathree's business and prospects and cause actual results to differ
materially from these forward-looking statements.

Among the factors that could cause actual results to differ are the
inherent uncertainty of financial estimates and projections, the
competitive environment for Internet telephony, deltathree's limited
operating history, changes of rates of all related telecommunications
services, the level and rate of customer acceptance of new products and
services, legislation that may affect the Internet telephony industry,
rapid technological changes, and other risk factors contained in
deltathree's periodic reports on Form 10-K and Form 10-Q on file with the
SEC and available through http://www.sec.gov.