content: UNITED STATES
                         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 (Date of earliest event reported):                 March 22, 2004
  
                                   NCT Group, Inc.
  --------------------------------------------------------------------------------
                 (Exact name of Registrant as specified in Charter)
  
  
  
           Delaware                     0-18267                    59-2501025
  ------------------                ---------------              --------------
  (State or other jurisdiction        (Commission                (IRS Employer
        of incorporation)             File Number)             Identification No.)
  
  
  
  
  20 Ketchum Street, Westport, Connecticut                             06880
  ----------------------------------------                         -------------
  (Address of principal executive offices)                           (Zip Code)
  
  
  Registrant's telephone number including area code:                (203) 226-4447
  
  
  <PAGE>
  
  
  Item 5.  Other Events.
  
  
       Please refer to our attached  press release  (Exhibit 99),  dated March 22,
  2004,  relating to the  introduction by Avaya Global  Services,  a subsidiary of
  Avaya Inc., of their software-based managed service incorporating  technology of
  our subsidiary, Artera Group, Inc. Also, please refer to our May 5, 2003 Current
  Report on Form 8-K.
  
  
                                         2
  <PAGE>
  
  
                                     SIGNATURES
  
       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 thereunto duly authorized.
  
  
                                                    NCT GROUP, INC.
                                                    Registrant
  
  
                                                    By:  /s/  Cy E. Hammond
                                                         -------------------------
                                                         Cy E. Hammond
                                                         Senior Vice President and
                                                         Chief Financial Officer
  
  
  Date:  March 22, 2004
  
  
                                         3
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nct_8-k032204.txt", "secsgml_size_bytes": 2474}]
metadata_filer: {"company-data": {"conformed-name": "NCT GROUP INC", "cik": "0000722051", "assigned-sic": "3690", "irs-number": "592501025", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-18267", "film-number": "04682864"}, "business-address": {"street1": "20 KETCHUM ST", "city": "WESTPORT", "state": "CT", "zip": "06880", "phone": "2032264447"}, "mail-address": {"street1": "20 KETCHUM ST", "city": "WESTPORT", "state": "CT", "zip": "06880"}, "former-company": [{"former-conformed-name": "NOISE CANCELLATION TECHNOLOGIES INC", "date-changed": "19920703"}, {"former-conformed-name": "ION TECHNOLOGIES INC/NV", "date-changed": "19850512"}, {"former-conformed-name": "PRETORIA TECHNOLOGY INC", "date-changed": "19840404"}]}
text: UNITED STATES
                         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 (Date of earliest event reported):                 March 22, 2004
  
                                   NCT Group, Inc.
  --------------------------------------------------------------------------------
                 (Exact name of Registrant as specified in Charter)
  
           Delaware                     0-18267                    59-2501025
  ------------------                ---------------              --------------
  (State or other jurisdiction        (Commission                (IRS Employer
        of incorporation)             File Number)             Identification No.)
  
  20 Ketchum Street, Westport, Connecticut                             06880
  ----------------------------------------                         -------------
  (Address of principal executive offices)                           (Zip Code)
  
  Registrant's telephone number including area code:                (203) 226-4447
  Item 5.  Other Events.
  
       Please refer to our attached  press release  (Exhibit 99),  dated March 22,
  2004,  relating to the  introduction by Avaya Global  Services,  a subsidiary of
  Avaya Inc., of their software-based managed service incorporating  technology of
  our subsidiary, Artera Group, Inc. Also, please refer to our May 5, 2003 Current
  Report on Form 8-K.
  
                                         2
  SIGNATURES
  
       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 thereunto duly authorized.
  
                                                    NCT GROUP, INC.
                                                    Registrant
  
                                                    By:  /s/  Cy E. Hammond
                                                         -------------------------
                                                         Cy E. Hammond
                                                         Senior Vice President and
                                                         Chief Financial Officer
  
  Date:  March 22, 2004
  
                                         3