================================================================================
                                  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): January 19, 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 1.01   ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On January 24, 2006, deltathree, Inc. (the "Company") entered into a consulting
letter agreement with Noam Bardin, the Chairman of the Company's Board of
Directors. Prior to entering into this consulting agreement, all of the members
of the Company's Board of Directors, excluding Mr. Bardin, were of the opinion
that Mr. Bardin's service as a consultant to the Company would not interfere
with his exercise of independent judgment in carrying out his current
responsibilities as a member and Chairman of the Board of Directors.

According to the agreement, Mr. Bardin will provide consulting services to the
Company. The Company anticipates that it will require the consultancy services
of Mr. Bardin for approximately six months. The agreement provides that Mr.
Bardin will receive a gross payment of $100 per hour, with a maximum aggregate
gross payment of $59,000 during any period of twelve consecutive months. The
agreement permits either party to cancel the agreement for any reason at any
time upon notice. The foregoing description is only a summary of, and is
qualified in its entirety by, reference to the consulting letter agreement,
which is filed as Exhibit 10.1 to this Current Report on Form 8-K.


ITEM 5.02   DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.


On January 19, 2006, Paul C. White, the Company's Chief Financial Officer and
Executive Vice President for Strategy, Development and Planning informed the
Company's Board of Directors of his intention to resign from the Company in
order to pursue other opportunities. Mr. White will remain with the Company in
his current positions for approximately three months or a shorter period of time
as mutually agreed, to ensure an effective transition. Mr. White's resignation
was not the result of any dispute with the Company's management or the Board of
Directors.

The Company's Board of Directors will be appointing Shimmy Zimels, age 40, to
resume his position as the Company's Principal Financial Officer, effective upon
Mr. White's date of departure. Mr. Zimels, the Company's Chief Executive Officer
and President since 2002, previously held the position of Chief Financial
Officer for the Company from June 2000 through September 2000. Mr. Zimels held
various other positions with the Company since 1997, including Vice President of
Operations and Chief Operating Officer. Prior to his employment with the
Company, Mr. Zimels was the Controller and Vice President of Finance at Net
Media Ltd., a leading Israel-based internet service provider.


<PAGE>

In his role as Principal Financial Officer, Mr. Zimels will be supported by
Richard B. Grant. Mr. Grant, age 41, is a Certified Public Accountant who
recently joined the Company on January 23, 2006 as its Senior Vice President of
Finance. Prior to his employment with the Company, Mr. Grant was a co-founder
and Chief Financial Officer of Tel2Net, Inc., a technology infrastructure
service company. From 2001 through 2003, Mr. Grant served as a Senior Manager
for Marotta, Gund, Budd and Dzera LLP, a business restructuring consulting
company. Prior to Marotta, Gund, Mr. Grant was a Senior Manager at KPMG LLP in
the Audit Division, and a Senior Manager at Arthur Andersen LLP in the
Transaction Advisory Services Group.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(c)   Exhibits.

10.1  Consulting Letter Agreement, dated January 24, 2006 between deltathree
      Inc. and Noam Bardin.


<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: January 25, 2006                 By: /s/ Shimmy Zimels
                                           -------------------------------------
                                           Shimmy Zimels
                                           Chief Executive Officer and President


                                  EXHIBIT INDEX


Exhibit 10.1      Consulting Letter Agreement, dated January 24, 2006 between
                  deltathree, Inc. and Noam Bardin
{"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": "06550194"}, "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): January 19, 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 1.01   ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On January 24, 2006, deltathree, Inc. (the "Company") entered into a consulting
letter agreement with Noam Bardin, the Chairman of the Company's Board of
Directors. Prior to entering into this consulting agreement, all of the members
of the Company's Board of Directors, excluding Mr. Bardin, were of the opinion
that Mr. Bardin's service as a consultant to the Company would not interfere
with his exercise of independent judgment in carrying out his current
responsibilities as a member and Chairman of the Board of Directors.

According to the agreement, Mr. Bardin will provide consulting services to the
Company. The Company anticipates that it will require the consultancy services
of Mr. Bardin for approximately six months. The agreement provides that Mr.
Bardin will receive a gross payment of $100 per hour, with a maximum aggregate
gross payment of $59,000 during any period of twelve consecutive months. The
agreement permits either party to cancel the agreement for any reason at any
time upon notice. The foregoing description is only a summary of, and is
qualified in its entirety by, reference to the consulting letter agreement,
which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

ITEM 5.02   DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.

On January 19, 2006, Paul C. White, the Company's Chief Financial Officer and
Executive Vice President for Strategy, Development and Planning informed the
Company's Board of Directors of his intention to resign from the Company in
order to pursue other opportunities. Mr. White will remain with the Company in
his current positions for approximately three months or a shorter period of time
as mutually agreed, to ensure an effective transition. Mr. White's resignation
was not the result of any dispute with the Company's management or the Board of
Directors.

The Company's Board of Directors will be appointing Shimmy Zimels, age 40, to
resume his position as the Company's Principal Financial Officer, effective upon
Mr. White's date of departure. Mr. Zimels, the Company's Chief Executive Officer
and President since 2002, previously held the position of Chief Financial
Officer for the Company from June 2000 through September 2000. Mr. Zimels held
various other positions with the Company since 1997, including Vice President of
Operations and Chief Operating Officer. Prior to his employment with the
Company, Mr. Zimels was the Controller and Vice President of Finance at Net
Media Ltd., a leading Israel-based internet service provider.
In his role as Principal Financial Officer, Mr. Zimels will be supported by
Richard B. Grant. Mr. Grant, age 41, is a Certified Public Accountant who
recently joined the Company on January 23, 2006 as its Senior Vice President of
Finance. Prior to his employment with the Company, Mr. Grant was a co-founder
and Chief Financial Officer of Tel2Net, Inc., a technology infrastructure
service company. From 2001 through 2003, Mr. Grant served as a Senior Manager
for Marotta, Gund, Budd and Dzera LLP, a business restructuring consulting
company. Prior to Marotta, Gund, Mr. Grant was a Senior Manager at KPMG LLP in
the Audit Division, and a Senior Manager at Arthur Andersen LLP in the
Transaction Advisory Services Group.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(c)   Exhibits.

10.1  Consulting Letter Agreement, dated January 24, 2006 between deltathree
      Inc. and Noam Bardin.
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: January 25, 2006                 By: /s/ Shimmy Zimels
                                           -------------------------------------
                                           Shimmy Zimels
                                           Chief Executive Officer and President

                                  EXHIBIT INDEX

Exhibit 10.1      Consulting Letter Agreement, dated January 24, 2006 between
                  deltathree, Inc. and Noam Bardin