content: 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): October 25, 2001
  
                                   NCT Group, Inc.
               (Exact name of Registrant as specified in its charter)
  
  
        Delaware                         0-18267                     59-2501025
  ------------------------            ---------------        --------------------
  (State or other juris-                (Commission            (IRS Employer
  diction of incorporation)             File Number)      Identification Number)
  
  
  20 Ketchum Street, Westport, Connecticut                               06880
  --------------------------------------------                     --------------
  (Address of principal executive offices)                            (Zip Code)
  
  Registrant's telephone number including area code:               (203) 226-4447
  
  
                                   Not Applicable
            (Former name or former address, if changes since last report)
  
  <PAGE>
  
  ITEM 5. OTHER EVENTS
  
  On October 25, 2001,  NCT Group,  Inc.  reduced the exercise price from $0.32 to
  $0.08 for 5,000,000 shares of our common stock  purchasable  under a October 26,
  2000 warrant  issued to Libra Finance S.A. The October 26, 2000 warrant  granted
  Libra Finance the right to purchase up to 10,000,000 shares of our common stock,
  par value $0.01 per share,  at an exercise price of $0.32 per share.  The shares
  of our common  stock  underlying  the warrant  were  registered  for resale on a
  registration  statement on Form S-1,  effective  February 12, 2001.  On or about
  October 25,  2001,  Libra  Finance  paid us $400,000  for the  exercise of these
  5,000,000 warrant shares and we issued Libra Finance a stock certificate for the
  5,000,000 shares.
  
  On October 25, 2001, NCT granted Libra Finance  another warrant for the right to
  purchase up to  20,000,000  shares of its common  stock at an exercise  price of
  $0.09 per share,  which  approximated the per share closing price of NCT's stock
  on that date.  The warrant is  exercisable at any time until 5:00 p.m., New York
  City local time, on October 24, 2004. NCT, in its sole discretion, has the right
  to require  Libra  Finance  to  exercise  the  warrant  in  accordance  with the
  following terms:
  
  o    Up to and including 6,666,000 shares on or after any such date that (1) the
       closing bid price of NCT's common  stock for each of the  previous  fifteen
       consecutive  trading  days equals or exceeds  $0.15 per share,  and (2) the
       average daily trading volume of NCT's common stock during that same fifteen
       consecutive  trading  day  period  is equal to or  greater  than  1,500,000
       shares; and
  
  o    Up to and  including  13,333,000  shares on or after any such date that (1)
       the  closing  bid  price of NCT's  common  stock  for each of the  previous
       fifteen consecutive trading days equals or exceeds $0.20 per share, and (2)
       the average  daily  trading  volume of NCT's  common stock during that same
       fifteen  consecutive  trading  day  period  is  equal  to or  greater  than
       2,500,000 shares.
  
  NCT is  obligated  to register  the shares of its common  stock  underlying  the
  October 25, 2001 warrant.
  
  ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
  
  (a)  Not applicable
  
  (b)  Not applicable
  
  (c)  Exhibits
  
   10(ao)     Letter dated October 21, 2001 from NCT Group, Inc. to
              Libra Finance S.A. amending terms of October 26, 2000 warrant.
  
   10(ap)     Warrant  dated October 25, 2001 issued to Libra Finance S.A.
              for the purchase of 20,000,000 shares of NCT Group, Inc.
              common stock.
  
  <PAGE>
  
                                      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.
  
  
                                            NCT GROUP, INC.
                                            Registrant
  
  
  
                                            By:   /s/ CY E. HAMMOND
                                                  ---------------------------
                                                  Cy E. Hammond
                                                  Senior Vice President and
                                                  Chief Financial Officer
  
  
  Date: November 7, 2001
  
  
                                    EXHIBIT INDEX
  
  
  
  EXHIBIT
  NUMBER                      DOCUMENT DESCRIPTION
  ---------                 ------------------------
  
   10(ao)     Letter dated October 21, 2001 from NCT Group, Inc. to
              Libra Finance S.A. amending terms of October 26, 2000 warrant.
  
   10(ap)     Warrant  dated October 25, 2001 issued to Libra Finance S.A.
              for the purchase of 20,000,000 shares of NCT Group, Inc.
              common stock.
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "libra8k.txt", "description": "LIBRA FINANCE S.A.", "secsgml_size_bytes": 5204}]
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": "1777622"}, "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": "ION TECHNOLOGIES INC/NV", "date-changed": "19850512"}, {"former-conformed-name": "NOISE CANCELLATION TECHNOLOGIES INC", "date-changed": "19920703"}, {"former-conformed-name": "PRETORIA TECHNOLOGY INC", "date-changed": "19840404"}]}
text: 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): October 25, 2001
  
                                   NCT Group, Inc.
               (Exact name of Registrant as specified in its charter)
  
        Delaware                         0-18267                     59-2501025
  ------------------------            ---------------        --------------------
  (State or other juris-                (Commission            (IRS Employer
  diction of incorporation)             File Number)      Identification Number)
  
  20 Ketchum Street, Westport, Connecticut                               06880
  --------------------------------------------                     --------------
  (Address of principal executive offices)                            (Zip Code)
  
  Registrant's telephone number including area code:               (203) 226-4447
  
                                   Not Applicable
            (Former name or former address, if changes since last report)
  ITEM 5. OTHER EVENTS
  
  On October 25, 2001,  NCT Group,  Inc.  reduced the exercise price from $0.32 to
  $0.08 for 5,000,000 shares of our common stock  purchasable  under a October 26,
  2000 warrant  issued to Libra Finance S.A. The October 26, 2000 warrant  granted
  Libra Finance the right to purchase up to 10,000,000 shares of our common stock,
  par value $0.01 per share,  at an exercise price of $0.32 per share.  The shares
  of our common  stock  underlying  the warrant  were  registered  for resale on a
  registration  statement on Form S-1,  effective  February 12, 2001.  On or about
  October 25,  2001,  Libra  Finance  paid us $400,000  for the  exercise of these
  5,000,000 warrant shares and we issued Libra Finance a stock certificate for the
  5,000,000 shares.
  
  On October 25, 2001, NCT granted Libra Finance  another warrant for the right to
  purchase up to  20,000,000  shares of its common  stock at an exercise  price of
  $0.09 per share,  which  approximated the per share closing price of NCT's stock
  on that date.  The warrant is  exercisable at any time until 5:00 p.m., New York
  City local time, on October 24, 2004. NCT, in its sole discretion, has the right
  to require  Libra  Finance  to  exercise  the  warrant  in  accordance  with the
  following terms:
  
  o    Up to and including 6,666,000 shares on or after any such date that (1) the
       closing bid price of NCT's common  stock for each of the  previous  fifteen
       consecutive  trading  days equals or exceeds  $0.15 per share,  and (2) the
       average daily trading volume of NCT's common stock during that same fifteen
       consecutive  trading  day  period  is equal to or  greater  than  1,500,000
       shares; and
  
  o    Up to and  including  13,333,000  shares on or after any such date that (1)
       the  closing  bid  price of NCT's  common  stock  for each of the  previous
       fifteen consecutive trading days equals or exceeds $0.20 per share, and (2)
       the average  daily  trading  volume of NCT's  common stock during that same
       fifteen  consecutive  trading  day  period  is  equal  to or  greater  than
       2,500,000 shares.
  
  NCT is  obligated  to register  the shares of its common  stock  underlying  the
  October 25, 2001 warrant.
  
  ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
  
  (a)  Not applicable
  
  (b)  Not applicable
  
  (c)  Exhibits
  
   10(ao)     Letter dated October 21, 2001 from NCT Group, Inc. to
              Libra Finance S.A. amending terms of October 26, 2000 warrant.
  
   10(ap)     Warrant  dated October 25, 2001 issued to Libra Finance S.A.
              for the purchase of 20,000,000 shares of NCT Group, Inc.
              common stock.
  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.
  
                                            NCT GROUP, INC.
                                            Registrant
  
                                            By:   /s/ CY E. HAMMOND
                                                  ---------------------------
                                                  Cy E. Hammond
                                                  Senior Vice President and
                                                  Chief Financial Officer
  
  Date: November 7, 2001
  
                                    EXHIBIT INDEX
  
  EXHIBIT
  NUMBER                      DOCUMENT DESCRIPTION
  ---------                 ------------------------
  
   10(ao)     Letter dated October 21, 2001 from NCT Group, Inc. to
              Libra Finance S.A. amending terms of October 26, 2000 warrant.
  
   10(ap)     Warrant  dated October 25, 2001 issued to Libra Finance S.A.
              for the purchase of 20,000,000 shares of NCT Group, Inc.
              common stock.