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): November 14, 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 November 14, 2001, NCT Group,  Inc.  reduced the exercise price from $0.32 to
  $0.08  for the  remaining  unexercised  5,000,000  shares  of our  common  stock
  purchasable  under an 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.
  
  ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
  
  (a)  Not applicable
  
  (b)  Not applicable
  
  (c)  Exhibits
  
  Exhibit 10(bg) Letter dated November 14, 2001 from NCT Group,  Inc. to
                 Libra Finance S.A. amending terms of October 26, 2000 warrant.
  
  
  <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 19, 2001
  
  
  
  <PAGE>
  
  
                                    EXHIBIT INDEX
  
  
  
  EXHIBIT
  NUMBER                      DOCUMENT DESCRIPTION
  
  
  
  Exhibit 10(bg)    Letter dated November 14, 2001 from NCT Group,  Inc.
                    to Libra Finance S.A. amending terms of October 26, 2000
                    warrant.
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "libra2.txt", "description": "LIBRA FINANCE S.A. NUMBER 2", "secsgml_size_bytes": 3416}]
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": "1794963"}, "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): November 14, 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 November 14, 2001, NCT Group,  Inc.  reduced the exercise price from $0.32 to
  $0.08  for the  remaining  unexercised  5,000,000  shares  of our  common  stock
  purchasable  under an 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.
  
  ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
  
  (a)  Not applicable
  
  (b)  Not applicable
  
  (c)  Exhibits
  
  Exhibit 10(bg) Letter dated November 14, 2001 from NCT Group,  Inc. to
                 Libra Finance S.A. amending terms of October 26, 2000 warrant.
  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 19, 2001
  EXHIBIT INDEX
  
  EXHIBIT
  NUMBER                      DOCUMENT DESCRIPTION
  
  Exhibit 10(bg)    Letter dated November 14, 2001 from NCT Group,  Inc.
                    to Libra Finance S.A. amending terms of October 26, 2000
                    warrant.