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 27, 2006
                                                  ------------------------------

                                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 27, 2006, reporting the Company's financial results
for the first quarter of 2006. 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 27, 2006

<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 27, 2006                          By:  /s/ Shimmy Zimels
                                                   -----------------
                                                   Shimmy Zimels
                                                   Chief Executive 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": "06783094"}, "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 27, 2006
                                                  ------------------------------

                                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 27, 2006, reporting the Company's financial results
for the first quarter of 2006. 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 27, 2006
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 27, 2006                          By:  /s/ Shimmy Zimels
                                                   -----------------
                                                   Shimmy Zimels
                                                   Chief Executive Officer