UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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):             April 28, 2005
                                                 -------------------------------

                                deltathree, Inc.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
--------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

        000-28063                                        13-4006766
--------------------------------------------------------------------------------
(Commission File Number)                      (IRS Employer Identification No.)


      75 Broad Street, New York, NY                          10004
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                  (Zip Code)


                                 (212) 500-4850
--------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

      Check the  appropriate  box below if the Form 8-K  filing is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

      |_|   Written communications pursuant to Rule 425 under the Securities Act
            (17 CFR 230.425)

      |_|   Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act
            (17 CFR 240.14a-12)

      |_|   Pre-commencement  communications pursuant to Rule 14d-2(b) under the
            Exchange Act (17 CFR 240.14d-2(b))

      |_|   Pre-commencement  communications pursuant to Rule 13e-4(c) under the
            Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

Item 2.02. Results of Operations and Financial Condition.

      The  information  in this  Report,  including  the Exhibit  99.1  attached
hereto,  is furnished  pursuant to Item 2.02 of this Form 8-K. Such  information
shall not be  deemed  "filed"  for  purposes  of  Section  18 of the  Securities
Exchange Act of 1934, nor shall it be deemed  incorporated by reference into any
filing under the Securities Act of 1933,  except as shall be expressly set forth
by specific reference in such filing.

      Attached as Exhibit 99.1 is a copy of a press release of deltathree,  Inc.
(the "Company") dated April 28, 2005,  reporting the Company's financial results
for the first quarter of 2005. The Company's  earnings release contains non-GAAP
financial  measures.  Pursuant to the  requirements of Regulation G, the Company
has provided  reconciliations within the press release of the non-GAAP financial
measures to the most directly  comparable  GAAP financial  measures.  Disclosure
regarding  definitions  of  these  measures  used  by the  Company  and  why the
Company's  management  believes  the  measures  provide  useful  information  to
investors is also included in the press release.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits


Exhibit No.    Document
-----------    --------
99.1           Press Release Dated April 28, 2005

<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 hereunto duly authorized.


                                       deltathree, Inc.
                                       (Registrant)


Date: April 28, 2005                   By:  /s/ Paul C. White
                                            -----------------------
                                            Paul C. White
                                            Chief Financial Officer
{"company-data": {"conformed-name": "DELTATHREE INC", "cik": "0001086740", "assigned-sic": "4813", "irs-number": "134006766", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-28063", "film-number": "05778220"}, "business-address": {"street1": "75 BROAD ST", "street2": "31ST FL", "city": "NEW YORK", "state": "NY", "zip": "10004", "phone": "2125004850"}, "mail-address": {"street1": "75 BROAD ST", "city": "NEW YORK", "state": "NY", "zip": "10004"}, "former-company": {"former-conformed-name": "DELTATHREE COM INC", "date-changed": "19990519"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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):             April 28, 2005
                                                 -------------------------------

                                deltathree, Inc.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
--------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

        000-28063                                        13-4006766
--------------------------------------------------------------------------------
(Commission File Number)                      (IRS Employer Identification No.)

      75 Broad Street, New York, NY                          10004
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                  (Zip Code)

                                 (212) 500-4850
--------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

      Check the  appropriate  box below if the Form 8-K  filing is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

      |_|   Written communications pursuant to Rule 425 under the Securities Act
            (17 CFR 230.425)

      |_|   Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act
            (17 CFR 240.14a-12)

      |_|   Pre-commencement  communications pursuant to Rule 14d-2(b) under the
            Exchange Act (17 CFR 240.14d-2(b))

      |_|   Pre-commencement  communications pursuant to Rule 13e-4(c) under the
            Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.

      The  information  in this  Report,  including  the Exhibit  99.1  attached
hereto,  is furnished  pursuant to Item 2.02 of this Form 8-K. Such  information
shall not be  deemed  "filed"  for  purposes  of  Section  18 of the  Securities
Exchange Act of 1934, nor shall it be deemed  incorporated by reference into any
filing under the Securities Act of 1933,  except as shall be expressly set forth
by specific reference in such filing.

      Attached as Exhibit 99.1 is a copy of a press release of deltathree,  Inc.
(the "Company") dated April 28, 2005,  reporting the Company's financial results
for the first quarter of 2005. The Company's  earnings release contains non-GAAP
financial  measures.  Pursuant to the  requirements of Regulation G, the Company
has provided  reconciliations within the press release of the non-GAAP financial
measures to the most directly  comparable  GAAP financial  measures.  Disclosure
regarding  definitions  of  these  measures  used  by the  Company  and  why the
Company's  management  believes  the  measures  provide  useful  information  to
investors is also included in the press release.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

Exhibit No.    Document
-----------    --------
99.1           Press Release Dated April 28, 2005
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 hereunto duly authorized.

                                       deltathree, Inc.
                                       (Registrant)

Date: April 28, 2005                   By:  /s/ Paul C. White
                                            -----------------------
                                            Paul C. White
                                            Chief Financial Officer