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): May 23, 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
  
  The  information  set forth is our press  release  dated May 23, 2001,  which is
  attached as Exhibit 99 to this Current Report on Form 8-K.
  
  ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
  
  (a)   Not applicable
  
  (b)   Not applicable
  
  (c)   Exhibits
  
  Exhibit 99      Press Release of NCT Group, Inc., dated May 23, 2001
  
  
  <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: May 23, 2001
  
  
  
  <PAGE>
  
  
                                    EXHIBIT INDEX
  
  
  EXHIBIT
  NUMBER                      DOCUMENT DESCRIPTION
  
  
  99                Press Release of NCT Group, Inc., dated May 23, 2001
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "form8ksalkind.txt", "description": "SALKIND FORM 8-K", "secsgml_size_bytes": 2773}]
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": "1646298"}, "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: 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): May 23, 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
  
  The  information  set forth is our press  release  dated May 23, 2001,  which is
  attached as Exhibit 99 to this Current Report on Form 8-K.
  
  ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
  
  (a)   Not applicable
  
  (b)   Not applicable
  
  (c)   Exhibits
  
  Exhibit 99      Press Release of NCT Group, Inc., dated May 23, 2001
  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: May 23, 2001
  EXHIBIT INDEX
  
  EXHIBIT
  NUMBER                      DOCUMENT DESCRIPTION
  
  99                Press Release of NCT Group, Inc., dated May 23, 2001