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

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

                         Date of Report: April 24, 2002

                             TTR TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)


           Delaware                       0-22055                 11-3223672
(State or Other Jurisdiction of  (Commission File Number)       (IRS Employer
        Incorporation)                                       Identification No.)

                        3 Gavish Street, Kfar Saba Israel
                    (Address of Principal Executive Offices)

                               011-972-9-764-4160
              (Registrant's Telephone Number, including Area Code)

                                   ----------

<PAGE>

INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 5.  OTHER EVENTS

      TTR Technologies, Inc. (hereinafter, the "Company") and JDS Capital
Management, Inc. ("JDS"), an affiliate of the Company's largest stockholder,
have reached a non-binding agreement-in-principle, pursuant to which JDS or an
affiliate intends to invest approximately $1.6 million in the Company, subject
to the negotiation, execution and delivery of mutually acceptable and legally
binding definitive documents (the "Proposed Investment"). Pursuant to the
Proposed Investment, JDS will purchase 2,133,333 shares of the Company's newly
issued convertible preferred stock (the "Preferred Stock"), at a per share
purchase price of $0.75. The per share price was determined on the basis of the
closing price on April 16, 2002. At the option of the Investor, each share of
Preferred Stock is convertible, at any time, into one share of the Company's
Common Stock, par value $0.01 (the "Common Stock"), subject to customary
anti-dilution protection, except to the extent that such protection would result
in the Preferred Stock being convertible into greater than 19.99% of the Common
Stock. In connection with the Proposed Investment, the Company will issue to JDS
(or its designees) four year warrants (hereinafter, collectively, the "Proposed
Investment Warrants") to purchase up to 1,500,000 shares of the Company's Common
Stock, at a per share exercise price of $1.50, except that the expiration date
of the Warrants is subject to acceleration under certain conditions if the price
of a share of the Company's publicly traded Common Stock closes at or above $5
for a consecutive 30 day trading period on certain designated exchanges.

      Under the Proposed Investment, the Preferred Stock will rank senior to all
other equity securities of the Company and, upon the liquidation or winding up
of the Company, will be entitled to a liquidation preference (the "Liquidation
Preference") equal to the original issuance price, plus accrued and unpaid
dividends on an annual basis equal to 2% of the original issuance price, payable
in kind upon liquidation of the Company. The holder of the Preferred Stock will
also be entitled to the Liquidation Preference upon certain designated events
giving rise to a 'change in control', namely the (i) a merger or consolidation
of the Company with or into any other entity where the Company is not the
surviving entity; (ii) sale or outright transfer of all or substantially all of
the Company's assets, (iii) change of a majority of the Company's directors
within any two year period (other than by reason of such director's death,
disability, resignation or refusal to stand for re-election) or (iv) transfer,
in one or a series of transaction, to any person or group of persons direct or
indirect beneficial ownership of more than one-third of the Company's issued and
outstanding voting securities or otherwise having the ability to elect, directly
or indirectly, a majority of the Company's Board of Directors. Additionally, the
shares of Preferred Stock are redeemable at the option of the holder for the
Liquidation Preference upon a material breach by the Company of agreed-upon
representations, covenants or agreements to be contained in the definitive
documents.

      Under the Proposed Investment, so long as one-third of the Preferred Stock
originally purchased remain outstanding, without the consent of the holders of
the majority of the Preferred Stock the Company will be restricted from taking
certain actions relating to (i) changes in any of the terms of the Preferred
Stock adverse to holders thereof, (ii) liquidation or Change in Control Events,
(iii) authorization or issuance of any securities that are senior to, or
pari-passu with, the Preferred Stock, (iv) changes in the size of the Board of
Directors, (v) affiliate transactions, (vi) changes to the Company's
organizational documents and (vii) declaration of dividends or distributions.

      Additionally, the Company accorded to JDS standard registration rights.


<PAGE>


      The Company agreed to a no-shop provision through May 17, 2002 wherein it
will not negotiate with any third party the terms of an equity financing in the
Company. The Company agreed to pay a break-up fee of $50,000 if the Proposed
Investment does not close due to a unilateral decision by the Company not to
proceed with the transaction. The Company also agreed to pay the fees and
expense of JDS in consummating the Proposed Investment in an aggregate amount
not exceeding $40,000.

      Macrovision Corporation, one of the Company's largest stockholders who, as
of the date of this report, holds approximately 10.7% of the Company's issued
and outstanding Common Stock, is entitled to exercise pre-emptive rights and
purchase up to its pro-rata share of the Preferred Stock and Proposed Investment
Warrants, on the same terms and conditions as those prevailing in the Proposed
Investment.

      No assurance can be provided that the Company or JDS will in fact conclude
the Proposed Investment.

      As of the date of this report and without giving effect to the Proposed
Investment, the Company believes, based on a Schedule 13G dated February 12,
2002, that JDS, directly or through its affiliates, controls approximately
16.5% of the Company' issued and outstanding Common Stock, not including
currently exercisable warrants to purchase up to an additional 450,000 shares of
the Company's Common Stock (subject to adjustment under certain circumstances),
exercisable through February 2005 at a per share exercise of $8.84 ("Class A
Warrants") and 3 year warrants to purchase up to an additional 225,000 shares of
the Company's Common Stock (subject to adjustment under certain circumstances)
at an exercise price per share of $21.22, issuable upon exercise of the Class A
Warrants. If the Proposed Investment is concluded, then following the purchase
of the Preferred Stock, JDS will, directly or through affiliates, control (on an
as converted basis) approximately 25.5% of the Company's issued and outstanding
capital stock, without giving effect to the Proposed Investment Warrants, Class
A Warrants and the Class B Warrants ("Class B Warrants").

                                    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 hereunto duly authorized.

Date: April 24, 2002                                 TTR TECHNOLOGIES, INC.

                                                     By: /s/ Marc D. Tokayer

                                                     Marc D. Tokayer
                                                     Chief Executive Officer
                                                     & Chairman of the Board
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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

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

                         Date of Report: April 24, 2002

                             TTR TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                       0-22055                 11-3223672
(State or Other Jurisdiction of  (Commission File Number)       (IRS Employer
        Incorporation)                                       Identification No.)

                        3 Gavish Street, Kfar Saba Israel
                    (Address of Principal Executive Offices)

                               011-972-9-764-4160
              (Registrant's Telephone Number, including Area Code)

                                   ----------
INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 5.  OTHER EVENTS

      TTR Technologies, Inc. (hereinafter, the "Company") and JDS Capital
Management, Inc. ("JDS"), an affiliate of the Company's largest stockholder,
have reached a non-binding agreement-in-principle, pursuant to which JDS or an
affiliate intends to invest approximately $1.6 million in the Company, subject
to the negotiation, execution and delivery of mutually acceptable and legally
binding definitive documents (the "Proposed Investment"). Pursuant to the
Proposed Investment, JDS will purchase 2,133,333 shares of the Company's newly
issued convertible preferred stock (the "Preferred Stock"), at a per share
purchase price of $0.75. The per share price was determined on the basis of the
closing price on April 16, 2002. At the option of the Investor, each share of
Preferred Stock is convertible, at any time, into one share of the Company's
Common Stock, par value $0.01 (the "Common Stock"), subject to customary
anti-dilution protection, except to the extent that such protection would result
in the Preferred Stock being convertible into greater than 19.99% of the Common
Stock. In connection with the Proposed Investment, the Company will issue to JDS
(or its designees) four year warrants (hereinafter, collectively, the "Proposed
Investment Warrants") to purchase up to 1,500,000 shares of the Company's Common
Stock, at a per share exercise price of $1.50, except that the expiration date
of the Warrants is subject to acceleration under certain conditions if the price
of a share of the Company's publicly traded Common Stock closes at or above $5
for a consecutive 30 day trading period on certain designated exchanges.

      Under the Proposed Investment, the Preferred Stock will rank senior to all
other equity securities of the Company and, upon the liquidation or winding up
of the Company, will be entitled to a liquidation preference (the "Liquidation
Preference") equal to the original issuance price, plus accrued and unpaid
dividends on an annual basis equal to 2% of the original issuance price, payable
in kind upon liquidation of the Company. The holder of the Preferred Stock will
also be entitled to the Liquidation Preference upon certain designated events
giving rise to a 'change in control', namely the (i) a merger or consolidation
of the Company with or into any other entity where the Company is not the
surviving entity; (ii) sale or outright transfer of all or substantially all of
the Company's assets, (iii) change of a majority of the Company's directors
within any two year period (other than by reason of such director's death,
disability, resignation or refusal to stand for re-election) or (iv) transfer,
in one or a series of transaction, to any person or group of persons direct or
indirect beneficial ownership of more than one-third of the Company's issued and
outstanding voting securities or otherwise having the ability to elect, directly
or indirectly, a majority of the Company's Board of Directors. Additionally, the
shares of Preferred Stock are redeemable at the option of the holder for the
Liquidation Preference upon a material breach by the Company of agreed-upon
representations, covenants or agreements to be contained in the definitive
documents.

      Under the Proposed Investment, so long as one-third of the Preferred Stock
originally purchased remain outstanding, without the consent of the holders of
the majority of the Preferred Stock the Company will be restricted from taking
certain actions relating to (i) changes in any of the terms of the Preferred
Stock adverse to holders thereof, (ii) liquidation or Change in Control Events,
(iii) authorization or issuance of any securities that are senior to, or
pari-passu with, the Preferred Stock, (iv) changes in the size of the Board of
Directors, (v) affiliate transactions, (vi) changes to the Company's
organizational documents and (vii) declaration of dividends or distributions.

      Additionally, the Company accorded to JDS standard registration rights.
The Company agreed to a no-shop provision through May 17, 2002 wherein it
will not negotiate with any third party the terms of an equity financing in the
Company. The Company agreed to pay a break-up fee of $50,000 if the Proposed
Investment does not close due to a unilateral decision by the Company not to
proceed with the transaction. The Company also agreed to pay the fees and
expense of JDS in consummating the Proposed Investment in an aggregate amount
not exceeding $40,000.

      Macrovision Corporation, one of the Company's largest stockholders who, as
of the date of this report, holds approximately 10.7% of the Company's issued
and outstanding Common Stock, is entitled to exercise pre-emptive rights and
purchase up to its pro-rata share of the Preferred Stock and Proposed Investment
Warrants, on the same terms and conditions as those prevailing in the Proposed
Investment.

      No assurance can be provided that the Company or JDS will in fact conclude
the Proposed Investment.

      As of the date of this report and without giving effect to the Proposed
Investment, the Company believes, based on a Schedule 13G dated February 12,
2002, that JDS, directly or through its affiliates, controls approximately
16.5% of the Company' issued and outstanding Common Stock, not including
currently exercisable warrants to purchase up to an additional 450,000 shares of
the Company's Common Stock (subject to adjustment under certain circumstances),
exercisable through February 2005 at a per share exercise of $8.84 ("Class A
Warrants") and 3 year warrants to purchase up to an additional 225,000 shares of
the Company's Common Stock (subject to adjustment under certain circumstances)
at an exercise price per share of $21.22, issuable upon exercise of the Class A
Warrants. If the Proposed Investment is concluded, then following the purchase
of the Preferred Stock, JDS will, directly or through affiliates, control (on an
as converted basis) approximately 25.5% of the Company's issued and outstanding
capital stock, without giving effect to the Proposed Investment Warrants, Class
A Warrants and the Class B Warrants ("Class B Warrants").

                                    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 hereunto duly authorized.

Date: April 24, 2002                                 TTR TECHNOLOGIES, INC.

                                                     By: /s/ Marc D. Tokayer

                                                     Marc D. Tokayer
                                                     Chief Executive Officer
                                                     & Chairman of the Board