As filed with the Securities and Exchange Commission on November 4, 1999
                                 Registration No. _________


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                              ---------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             ----------------------

                                 NCT GROUP, INC.
                      (formerly Noise Cancellation Technologies, Inc.)
                     (Exact name of Registrant as specified in Charter)

            Delaware                                  59-2501025
            (State or Other Jurisdiction              (I.R.S. Employer
            Of Incorporation or                       Identification No.)
            Organization)

                1025 West Nursery Road, Linthicum, Maryland 21090
                                 (410) 636-8700
       (Address, Including Zip Code, and Telephone Number, Including Area
               Code, of Registrant's Principal Executive Offices)

           Noise Cancellation Technologies, Inc. Stock Incentive Plan
                            (Full title of the Plan)

                                  CY E. HAMMOND
                 SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER
                                 NCT GROUP, INC.
                        1025 WEST NURSERY ROAD, SUITE 120
                            LINTHICUM, MARYLAND 21090
                                 (410) 636-8700
     (Name and Address, Including Zip Code, and Telephone Number, Including
                        Area Code, of Agent for Service)

                  Copies of all communications and notices to:
                            WILLIAM P. O'NEILL, ESQ.
                              CROWELL & MORING LLP
                            1001 PENNSYLVANIA AVE, NW
                              WASHINGTON, DC 20004
                                 (202) 624-2500



<PAGE>


                         CALCULATION OF REGISTRATION FEE


                                       PROPOSED      PROPOSED
    TITLE OF                           MAXIMUM       MAXIMUM
   SECURITIES         AMOUNT           OFFERING      AGGREGATE     AMOUNT OF
     TO BE            TO BE            PRICE         OFFERING     REGISTRATION
   REGISTERED      REGISTERED(1)       PER SHARE       PRICE          FEE
-----------------  ---------------  --------------  ------------  ------------

  COMMON STOCK     18,012,655 SHARES  $0.4848 (2)    $8,732,535     $2,427.64
  COMMON STOCK      1,987,345 SHARES  $0.176  (3)    $  349,773     $   97.24
                   ----------                        ----------     ---------
                   20,000,000 SHARES                 $9,082,308     $2,524.88

(1)   This  registration  statement also covers such additional shares of common
      stock as may be  issuable  pursuant to  adjustments  deemed  necessary  or
      equitable  by the Board of  Directors  of the  registrant  upon changes in
      capitalization,  as  provided  in  Section  11 of the  Noise  Cancellation
      Technologies, Inc. Stock Incentive Plan.

(2)   Weighted  average  exercise  price  for  options  granted  under the Stock
      Incentive Plan. Fee calculated pursuant to Rule 457(h).

(3)   Estimated  solely for the  purpose of  calculating  the  registration  fee
      pursuant to Rule  457(h),  based on the average of the high and low prices
      for the common  stock as  reported  on the NASDAQ  OTC  Bulletin  Board on
      November 2, 1999.



                     STATEMENT OF INCORPORATION BY REFERENCE


      A  registration  statement on Form S-8 (File No.  33-64792) was filed with
the  Securities   and  Exchange   Commission  on  June  22,  1993  covering  the
registration  of 6,000,000  shares  initially  authorized for issuance under the
Noise Cancellation Technologies,  Inc. Stock Incentive Plan (the "1992 Plan"). A
registration  statement  on Form S-8 (File  No.  333-11213)  was filed  with the
Securities and Exchange  Commission on August 30, 1996 to register an additional
4,000,000  shares  under  the  1992  Plan.  Pursuant  to Rule  429  and  General
Instruction  E of Form  S-8,  this  registration  statement  is  being  filed to
register an additional  20,000,000  shares  authorized under the 1992 Plan. This
registration  statement should also be considered a post-effective  amendment to
the prior  registration  statements.  The  contents  of the  prior  registration
statements are incorporated herein by reference.



<PAGE>


                                     PART I

                    INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

      The documents containing the information  specified in Item 1 will be sent
or given to employees as specified by Rule  428(b)(1) of the  Securities  Act of
1933, as amended (the "Securities  Act").  Such documents are not required to be
and are not filed with the Securities and Exchange Commission (the "Commission")
either as part of this  registration  statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated
by reference  in this  registration  statement  pursuant to Item 3 of Part II of
this  Form  S-8,  taken  together,   constitute  a  prospectus  that  meets  the
requirements of section 10(a) of the Securities Act.


Item 2.  Registrant Information and Employee Plan Annual Information

      Upon  written  or  oral  request,  any of the  documents  incorporated  by
reference in Item 3 of Part II of this  registration  statement (which documents
are incorporated by reference in this section 10(a) prospectus), other documents
required  to be  delivered  to  eligible  employees  pursuant  to Rule 428(b) or
additional  information about the 1992 Plan and its administrators are available
without charge by contacting:

                                  Cy E. Hammond
                 Senior Vice President, Chief Financial Officer
                                 NCT Group, Inc.
                        1025 West Nursery Road, Suite 120
                            Linthicum, Maryland 21090
                                 (410) 636-8700






<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference

      The  following  documents  which  have  been  filed  previously  with  the
Commission by NCT Group,  Inc. (the  "Company")  (Commission  File No.  0-18267)
pursuant to the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act"), are incorporated herein by reference:

(a)        The  Company's  Annual  Report on Form 10-K for the fiscal year ended
           December 31, 1998 (including Amendments Nos. 1 and 2 thereto filed on
           May 3,  1999)  and the  Company's  Annual  Meeting  Notice  and Proxy
           Statement dated May 27, 1999 (incorporated therein by reference).

(b)        The Company's  Quarterly Reports on Form 10-Q for the fiscal quarters
           ended March 31, 1999 and June 30,  1999 and all other  reports  filed
           pursuant to Section  13(a) or 15(d) of the Exchange Act since the end
           of the Company's fiscal year.

(c)        The  description  of capital  stock found in Item 1 of the  Company's
           Registration  Statement  on Form 8-A  filed  with the  Commission  on
           January 30, 1990.

      All  documents  filed with the  Commission  subsequent to the date of this
registration  statement  pursuant to Sections  13(a),  13(c), 14 or 15(d) of the
Exchange Act, prior to the filing of a post-effective  amendment which indicates
that all securities  offered have been sold or which  deregisters all securities
remaining  unsold,  shall be deemed to be  incorporated  by reference  into this
registration  statement  and to be a part hereof from the date of filing of such
documents with the Commission.


Item 4.  Descriptions of Securities

      Not applicable.


Item 5.  Interests of Named Experts and Counsel

      Matters  relating  to the  legality  of the shares of common  stock  being
offered  hereby  have been  reviewed  for the  Company by its  outside  counsel,
Crowell & Moring, LLP, 1001 Pennsylvania Avenue, NW, Washington, DC 20009.


Item 6.  Indemnification of Officers and Directors

      Article IX of the Registrant's  Certificate of  Incorporation  provides as
follows:

(a)  Each person who was or is made a party or is  threatened to be made a party
     to or is  involved  in any  action,  suit  or  proceeding,  whether  civil,
     criminal,  administrative or investigative (hereinafter a "proceeding"), by
     reason  of the fact  that he or she,  or a person  of whom he or she is the
     legal  representative,  is or was a director or officer, of the Corporation
     or is or was  serving at the  request  of the  Corporation  as a  director,
     officer,  employee  or agent of another  corporation  or of a  partnership,
     joint venture, trust or other enterprise, including service with respect to
     employee  benefit  plans,  whether the basis of such  proceeding is alleged
     action in an official capacity as a director, officer, employee or agent or
     in any other  capacity  while serving as a director,  officer,  employee or
     agent,  shall be  indemnified  and held harmless by the  Corporation to the
     fullest extent  authorized by the Delaware General  Corporation Law, as the
     same  exists or may  hereafter  be  amended  (but,  in the case of any such
     amendment only to the extent that such amendment permits the Corporation to
     provide  broader   indemnification  rights  than  said  law  permitted  the
     Corporation  to provide  prior to such  amendment),  against  all  expense,
     liability and loss (including  attorneys'  fees,  judgments,  fines,  ERISA
     excise  taxes or penalties  and amounts  paid or to be paid in  settlement)
     reasonably incurred or suffered by such person in connection  therewith and
     such  indemnification  shall continue as to a person who has ceased to be a
     director,  officer, employee or agent and shall inure to the benefit of his
     or her heirs, executors and administrators; provided, however, that, except
     as provided in paragraph (b) hereof,  the  Corporation  shall indemnify any
     such person  seeking  indemnification  in connection  with a proceeding (or
     part  thereof)  initiated by such person only if such  proceeding  (or part
     thereof) was authorized by the Board of Directors of the  Corporation.  The
     right to  indemnification  conferred  in this  Section  shall be a contract
     right  and  shall  include  the  right  to be paid by the  Corporation  the
     expenses  incurred in defending any such proceeding in advance of its final
     disposition;  provided,  however, that, if the Delaware General Corporation
     Law  requires,  the  payment of such  expenses  incurred  by a director  or
     officer in his or her  capacity  as a director  or officer  (and not in any
     other  capacity in which  service was or is rendered by such person while a
     director or officer, including, without limitation,  service to an employee
     benefit plan) in advance of the final disposition of a proceeding, shall be
     made only upon  delivery to the  Corporation  of an  undertaking,  by or on
     behalf of such director or officer,  to repay all amounts so advanced if it
     shall  ultimately  be  determined  that such  director  or  officer  is not
     entitled to be indemnified under this Section or otherwise. The Corporation
     may,  by action  of its  Board of  Directors,  provide  indemnification  to
     employees and agents of the  Corporation  with the same scope and effect as
     the foregoing indemnification of directors and officers.

(b)  If a claim under  paragraph  (a) of this Section is not paid in full by the
     Corporation  within  thirty days after a written claim has been received by
     the Corporation, the claimant may at any time thereafter bring suit against
     the  Corporation  to  recover  the  unpaid  amount  of the  claim  and,  if
     successful in whole or in part,  the claimant  shall be entitled to be paid
     also the expense of  prosecuting  such claim.  It shall be a defense to any
     such action  (other than an action  brought to enforce a claim for expenses
     incurred in defending any  proceeding  in advance of its final  disposition
     where the required  undertaking,  if any is required,  has been tendered to
     the  Corporation)  that the claimant  has not met the  standards of conduct
     which make it permissible  under the Delaware  General  Corporation Law for
     the Corporation to indemnify the claimant for the amount  claimed,  but the
     burden of proving such  defense  shall be on the  Corporation.  Neither the
     failure of the Corporation  (including its Board of Directors,  independent
     legal counsel,  or its stockholders) to have made a determination  prior to
     the  commencement  of such action that  indemnification  of the claimant is
     proper  in the  circumstances  because  he or she has  met  the  applicable
     standard of conduct set forth in the Delaware General  Corporation Law, nor
     an  actual  determination  by  the  Corporation  (including  its  Board  of
     Directors,  independent  legal  counsel,  or  its  stockholders)  that  the
     claimant  has not met  such  applicable  standard  of  conduct,  shall be a
     defense to the action or create a presumption that the claimant has not met
     the applicable standard of conduct.

(c)  The right to  indemnification  and the  payment  of  expenses  incurred  in
     defending a  proceeding  in advance of its final  disposition  conferred in
     this Section  shall not be exclusive of any right which any person may have
     or hereafter  acquire under any statute,  provision of the  Certificate  of
     Incorporation,  by-law,  agreement,  vote of stockholders or  disinterested
     directors or otherwise.

(d)  The Corporation may maintain  insurance,  at its expense, to protect itself
     and any director,  officer, employee or agent of the Corporation or another
     corporation,  partnership, joint venture, trust or other enterprise against
     any such expense,  liability or loss,  whether or not the Corporation would
     have the power to indemnify such person against such expense,  liability or
     loss under the Delaware General Corporation Law.


Item 7.  Exemption from Registration Claimed

      Not applicable.


Item 8.  Exhibits

      The exhibits  listed below are listed  according to the number assigned in
the table in Item 601 of Regulation S-K.

      Exhibit No.                   Description of Exhibit
      -----------                   ----------------------

         4(a)        Certificate  of Amendment of the  Restated  Certificate  of
                     Incorporation  of the  Company  filed in the  Office of the
                     Secretary  of State of the  State of  Delaware  on July 29,
                     1999  (incorporated  by  reference  to Exhibit  3(h) to the
                     Company's  Quarterly  Report on Form  10-Q for the  quarter
                     ended June 30, 1999).

         4(b)        By-laws  of  the  Company  (incorporated  by  reference  to
                     Exhibit  3(b) to  Amendment  No. 1 of  Registrant's  Annual
                     Report on Form 10-K for the fiscal year ended  December 31,
                     1991).

         4(c)        Noise Cancellation Technologies,  Inc. Stock Incentive Plan
                     (incorporated  by reference to Exhibit  10(rr) to Amendment
                     No. 1 of  Registrant's  Annual  Report on Form 10-K for the
                     fiscal year ended December 31, 1992).

         5           Opinion of Crowell & Moring,  LLP,  outside  counsel to the
                     Company,  as to the  legality of the shares of common stock
                     to which this registration statement relates.

        23(a)        Consent of Richard A. Eisner & Company, LLP.

        23(b)        Consent of Peters Elworthy & Moore.

        24           Powers of Attorney (see "Signatures").




<PAGE>


Item 9.  Undertakings (number as in Item 512 of Regulation S-K)

      The undersigned registrant hereby undertakes:

          (a)  (1) To file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement:

                    (i)  To include any prospectus  required by section 10(a)(3)
                         of the Securities Act of 1933;

                    (ii) To reflect in the prospectus any facts or event arising
                         after the effective date of the registration  statement
                         (or the most recent  post-effective  amendment thereof)
                         which,  individually  or in the aggregate,  represent a
                         fundamental  change in the information set forth in the
                         registration statement.  Notwithstanding the foregoing,
                         any  increase  or  decrease  in  volume  of  securities
                         offered  (if  the  total  dollar  value  of  securities
                         offered would not exceed that which was registered) and
                         any deviation from the low or high and of the estimated
                         maximum  offering range may be reflected in the form of
                         prospectus  filed with the Commission  pursuant to Rule
                         424(b) if, in the aggregate,  the changes in volume and
                         price  represent no more than 20 percent  change in the
                         maximum  aggregate  offering  price  set  forth  in the
                         "Calculation   of   Registration   Fee"  table  in  the
                         effective registration statement.

                    (iii)To include any material information with respect to the
                         plan of  distribution  not previously  disclosed in the
                         registration  statement or any material  change to such
                         information in the registration statement;

                    provided,  however,  that  the  undertakings  set  forth  in
                    paragraphs  (1)(i)  and  (1)(ii)  above do not  apply if the
                    information  required  to be  included  in a  post-effective
                    amendment  by those  paragraphs  is  contained  in  periodic
                    reports  filed by the  registrant  pursuant to Section 13 or
                    15(d)  of the  Securities  Exchange  Act of  1934  that  are
                    incorporated by reference in this registration statement.

               (2)  That, for the purpose of determining any liability under the
                    Securities Act of 1933, each such  post-effective  amendment
                    shall be deemed to be a new registration  statement relating
                    to the securities offered therein,  and the offering of such
                    securities  at that time  shall be deemed to be the  initial
                    bona fide offering thereof.

               (3)  To remove  from  registration  by means of a  post-effective
                    amendment  any  of the  securities  being  registered  which
                    remain unsold at the termination of the offering.

          (b)  That  for  purposes  of  determining   any  liability  under  the
               Securities Act of 1933,  each filing of the  registrant's  annual
               report  pursuant  to  Section  13(a) or  15(d) of the  Securities
               Exchange  Act of 1934 that is  incorporated  by reference in this
               registration  statement shall be deemed to be a new  registration
               statement  relating to the securities  offered  therein,  and the
               offering  of such  securities  at that time shall be deemed to be
               the initial bona fide offering thereof.

          (h)  Insofar as  indemnification  for  liabilities  arising  under the
               Securities  Act of 1933 may be permitted to  directors,  officers
               and  controlling  persons  of  the  registrant  pursuant  to  the
               foregoing  provisions,  or  otherwise,  the  registrant  has been
               advised  that  in the  opinion  of the  Securities  and  Exchange
               Commission  such  indemnification  is  against  public  policy as
               expressed  in the Act and is,  therefore,  unenforceable.  In the
               event that a claim for  indemnification  against such liabilities
               (other than the payment by the registrant of expenses incurred or
               paid  by  a  director,  officer  or  controlling  person  of  the
               registrant  in the  successful  defense  of any  action,  suit or
               proceeding) is asserted by such director,  officer or controlling
               person in connection with the securities  being  registered,  the
               registrant will,  unless in the opinion of its counsel the matter
               has been settled by controlling  precedent,  submit to a court of
               appropriate    jurisdiction    the    question    whether    such
               indemnification  by it is against  public  policy as expressed in
               the Act and will be  governed by the final  adjudication  of such
               issue.



<PAGE>


                                   SIGNATURES


      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of Linthicum,  State of Maryland,  on November 4,
1999.



                              NCT GROUP, INC.
                              (Registrant)



Date: November 4, 1999        By:   /s/ MICHAEL J. PARRELLA
                                    -----------------------
                                    Michael J. Parrella
                                    President and Chief Executive Officer


      Each of the undersigned hereby appoints Michael J. Parrella, President and
Chief  Executive  Officer,  and Cy E. Hammond,  Senior Vice  President and Chief
Financial  Officer,  and each of them  severally,  his or her  true  and  lawful
attorneys to execute (in the name of and on behalf of and as  attorneys  for the
undersigned) any and all amendments to this registration statement,  and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission.

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

                              (1)   Principal Executive Officer


Date: November 4, 1999              /s/ MICHAEL J. PARRELLA
                                    ------------------------
                                    Michael J. Parrella, President and
                                    Chief Executive Officer

                              (2)   Principal Financial Officer and
                                    Principal Accounting Officer


Date: November 4, 1999              /s/ CY E. HAMMOND
                                    ------------------------
                                    Cy E. Hammond, Senior Vice President
                                    and Chief Financial Officer


<PAGE>


                              (3)   Board of Directors


Date: November 4, 1999              /s/ JAY M. HAFT
                                    ------------------------
                                    Jay M. Haft, Chairman of the Board
                                    and Director



Date: November 4, 1999              /s/ JOHN J. McCLOY
                                    ------------------------
                                    John J. McCloy, Director



Date: November 4, 1999              /s/ SAMUEL A. OOLIE
                                    ------------------------
                                    Samuel A. Oolie, Director



<PAGE>

<TABLE>
<CAPTION>

                                  EXHIBIT INDEX

                                                                                   Sequential
  Exhibit No.                   Description                                         Page No.
  -----------                   -----------                                        ----------
     <S>          <C>                                                                  <C>
     4(a)         Certificate  of  Amendment  of  the  Restated  Certificate  of
                  Incorporation  of  the  Company  filed  in the  Office  of the
                  Secretary  of State of the State of  Delaware on July 29, 1999
                  (incorporated  by reference  to Exhibit 3(h) to the  Company's
                  Quarterly  Report on Form 10-Q for the quarter  ended June 30,
                  1999).

     4(b)         By-laws of the Company  (incorporated  by reference to Exhibit
                  3(b) to Amendment No. 1 of Registrant's  Annual Report on Form
                  10-K for the fiscal year ended December 31, 1991).

     4(c)         Noise  Cancellation  Technologies,  Inc. Stock  Incentive Plan
                  (incorporated  by reference to Exhibit 10(rr) to Amendment No.
                  1 of  Registrant's  Annual  Report on Form 10-K for the fiscal
                  year ended December 31, 1992).

     5            Opinion  of Crowell & Moring,  LLP,  outside 11 counsel to the       11
                  Company,  as to the  legality of the shares of common stock to
                  which this registration statement relates.

    23(a)         Consent of Richard A. Eisner & Company, LLP.                         12

    23(b)         Consent of Peters Elworthy & Moore.                                  13

    24            Powers of Attorney (see "Signatures").                                8
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "S-8 REG STMT [NCTI STOCK INCENTIVE PLAN]", "secsgml_size_bytes": 26949}]
{"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": "S-8", "act": "33", "file-number": "333-90297", "film-number": "99740914"}, "business-address": {"street1": "1025 WEST NURSERY RD", "street2": "STE 120", "city": "LINTHICUM", "state": "NY", "zip": "21090", "phone": "4106368700"}, "mail-address": {"street1": "1025 WEST NURSERY RD", "street2": "STE 120", "city": "LINTHICUM", "state": "MD", "zip": "21090"}, "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"}]}
As filed with the Securities and Exchange Commission on November 4, 1999
                                 Registration No. _________

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                              ---------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             ----------------------

                                 NCT GROUP, INC.
                      (formerly Noise Cancellation Technologies, Inc.)
                     (Exact name of Registrant as specified in Charter)

            Delaware                                  59-2501025
            (State or Other Jurisdiction              (I.R.S. Employer
            Of Incorporation or                       Identification No.)
            Organization)

                1025 West Nursery Road, Linthicum, Maryland 21090
                                 (410) 636-8700
       (Address, Including Zip Code, and Telephone Number, Including Area
               Code, of Registrant's Principal Executive Offices)

           Noise Cancellation Technologies, Inc. Stock Incentive Plan
                            (Full title of the Plan)

                                  CY E. HAMMOND
                 SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER
                                 NCT GROUP, INC.
                        1025 WEST NURSERY ROAD, SUITE 120
                            LINTHICUM, MARYLAND 21090
                                 (410) 636-8700
     (Name and Address, Including Zip Code, and Telephone Number, Including
                        Area Code, of Agent for Service)

                  Copies of all communications and notices to:
                            WILLIAM P. O'NEILL, ESQ.
                              CROWELL & MORING LLP
                            1001 PENNSYLVANIA AVE, NW
                              WASHINGTON, DC 20004
                                 (202) 624-2500
CALCULATION OF REGISTRATION FEE

                                       PROPOSED      PROPOSED
    TITLE OF                           MAXIMUM       MAXIMUM
   SECURITIES         AMOUNT           OFFERING      AGGREGATE     AMOUNT OF
     TO BE            TO BE            PRICE         OFFERING     REGISTRATION
   REGISTERED      REGISTERED(1)       PER SHARE       PRICE          FEE
-----------------  ---------------  --------------  ------------  ------------

  COMMON STOCK     18,012,655 SHARES  $0.4848 (2)    $8,732,535     $2,427.64
  COMMON STOCK      1,987,345 SHARES  $0.176  (3)    $  349,773     $   97.24
                   ----------                        ----------     ---------
                   20,000,000 SHARES                 $9,082,308     $2,524.88

(1)   This  registration  statement also covers such additional shares of common
      stock as may be  issuable  pursuant to  adjustments  deemed  necessary  or
      equitable  by the Board of  Directors  of the  registrant  upon changes in
      capitalization,  as  provided  in  Section  11 of the  Noise  Cancellation
      Technologies, Inc. Stock Incentive Plan.

(2)   Weighted  average  exercise  price  for  options  granted  under the Stock
      Incentive Plan. Fee calculated pursuant to Rule 457(h).

(3)   Estimated  solely for the  purpose of  calculating  the  registration  fee
      pursuant to Rule  457(h),  based on the average of the high and low prices
      for the common  stock as  reported  on the NASDAQ  OTC  Bulletin  Board on
      November 2, 1999.

                     STATEMENT OF INCORPORATION BY REFERENCE

      A  registration  statement on Form S-8 (File No.  33-64792) was filed with
the  Securities   and  Exchange   Commission  on  June  22,  1993  covering  the
registration  of 6,000,000  shares  initially  authorized for issuance under the
Noise Cancellation Technologies,  Inc. Stock Incentive Plan (the "1992 Plan"). A
registration  statement  on Form S-8 (File  No.  333-11213)  was filed  with the
Securities and Exchange  Commission on August 30, 1996 to register an additional
4,000,000  shares  under  the  1992  Plan.  Pursuant  to Rule  429  and  General
Instruction  E of Form  S-8,  this  registration  statement  is  being  filed to
register an additional  20,000,000  shares  authorized under the 1992 Plan. This
registration  statement should also be considered a post-effective  amendment to
the prior  registration  statements.  The  contents  of the  prior  registration
statements are incorporated herein by reference.
PART I

                    INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

      The documents containing the information  specified in Item 1 will be sent
or given to employees as specified by Rule  428(b)(1) of the  Securities  Act of
1933, as amended (the "Securities  Act").  Such documents are not required to be
and are not filed with the Securities and Exchange Commission (the "Commission")
either as part of this  registration  statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated
by reference  in this  registration  statement  pursuant to Item 3 of Part II of
this  Form  S-8,  taken  together,   constitute  a  prospectus  that  meets  the
requirements of section 10(a) of the Securities Act.

Item 2.  Registrant Information and Employee Plan Annual Information

      Upon  written  or  oral  request,  any of the  documents  incorporated  by
reference in Item 3 of Part II of this  registration  statement (which documents
are incorporated by reference in this section 10(a) prospectus), other documents
required  to be  delivered  to  eligible  employees  pursuant  to Rule 428(b) or
additional  information about the 1992 Plan and its administrators are available
without charge by contacting:

                                  Cy E. Hammond
                 Senior Vice President, Chief Financial Officer
                                 NCT Group, Inc.
                        1025 West Nursery Road, Suite 120
                            Linthicum, Maryland 21090
                                 (410) 636-8700
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

      The  following  documents  which  have  been  filed  previously  with  the
Commission by NCT Group,  Inc. (the  "Company")  (Commission  File No.  0-18267)
pursuant to the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act"), are incorporated herein by reference:

(a)        The  Company's  Annual  Report on Form 10-K for the fiscal year ended
           December 31, 1998 (including Amendments Nos. 1 and 2 thereto filed on
           May 3,  1999)  and the  Company's  Annual  Meeting  Notice  and Proxy
           Statement dated May 27, 1999 (incorporated therein by reference).

(b)        The Company's  Quarterly Reports on Form 10-Q for the fiscal quarters
           ended March 31, 1999 and June 30,  1999 and all other  reports  filed
           pursuant to Section  13(a) or 15(d) of the Exchange Act since the end
           of the Company's fiscal year.

(c)        The  description  of capital  stock found in Item 1 of the  Company's
           Registration  Statement  on Form 8-A  filed  with the  Commission  on
           January 30, 1990.

      All  documents  filed with the  Commission  subsequent to the date of this
registration  statement  pursuant to Sections  13(a),  13(c), 14 or 15(d) of the
Exchange Act, prior to the filing of a post-effective  amendment which indicates
that all securities  offered have been sold or which  deregisters all securities
remaining  unsold,  shall be deemed to be  incorporated  by reference  into this
registration  statement  and to be a part hereof from the date of filing of such
documents with the Commission.

Item 4.  Descriptions of Securities

      Not applicable.

Item 5.  Interests of Named Experts and Counsel

      Matters  relating  to the  legality  of the shares of common  stock  being
offered  hereby  have been  reviewed  for the  Company by its  outside  counsel,
Crowell & Moring, LLP, 1001 Pennsylvania Avenue, NW, Washington, DC 20009.

Item 6.  Indemnification of Officers and Directors

      Article IX of the Registrant's  Certificate of  Incorporation  provides as
follows:

(a)  Each person who was or is made a party or is  threatened to be made a party
     to or is  involved  in any  action,  suit  or  proceeding,  whether  civil,
     criminal,  administrative or investigative (hereinafter a "proceeding"), by
     reason  of the fact  that he or she,  or a person  of whom he or she is the
     legal  representative,  is or was a director or officer, of the Corporation
     or is or was  serving at the  request  of the  Corporation  as a  director,
     officer,  employee  or agent of another  corporation  or of a  partnership,
     joint venture, trust or other enterprise, including service with respect to
     employee  benefit  plans,  whether the basis of such  proceeding is alleged
     action in an official capacity as a director, officer, employee or agent or
     in any other  capacity  while serving as a director,  officer,  employee or
     agent,  shall be  indemnified  and held harmless by the  Corporation to the
     fullest extent  authorized by the Delaware General  Corporation Law, as the
     same  exists or may  hereafter  be  amended  (but,  in the case of any such
     amendment only to the extent that such amendment permits the Corporation to
     provide  broader   indemnification  rights  than  said  law  permitted  the
     Corporation  to provide  prior to such  amendment),  against  all  expense,
     liability and loss (including  attorneys'  fees,  judgments,  fines,  ERISA
     excise  taxes or penalties  and amounts  paid or to be paid in  settlement)
     reasonably incurred or suffered by such person in connection  therewith and
     such  indemnification  shall continue as to a person who has ceased to be a
     director,  officer, employee or agent and shall inure to the benefit of his
     or her heirs, executors and administrators; provided, however, that, except
     as provided in paragraph (b) hereof,  the  Corporation  shall indemnify any
     such person  seeking  indemnification  in connection  with a proceeding (or
     part  thereof)  initiated by such person only if such  proceeding  (or part
     thereof) was authorized by the Board of Directors of the  Corporation.  The
     right to  indemnification  conferred  in this  Section  shall be a contract
     right  and  shall  include  the  right  to be paid by the  Corporation  the
     expenses  incurred in defending any such proceeding in advance of its final
     disposition;  provided,  however, that, if the Delaware General Corporation
     Law  requires,  the  payment of such  expenses  incurred  by a director  or
     officer in his or her  capacity  as a director  or officer  (and not in any
     other  capacity in which  service was or is rendered by such person while a
     director or officer, including, without limitation,  service to an employee
     benefit plan) in advance of the final disposition of a proceeding, shall be
     made only upon  delivery to the  Corporation  of an  undertaking,  by or on
     behalf of such director or officer,  to repay all amounts so advanced if it
     shall  ultimately  be  determined  that such  director  or  officer  is not
     entitled to be indemnified under this Section or otherwise. The Corporation
     may,  by action  of its  Board of  Directors,  provide  indemnification  to
     employees and agents of the  Corporation  with the same scope and effect as
     the foregoing indemnification of directors and officers.

(b)  If a claim under  paragraph  (a) of this Section is not paid in full by the
     Corporation  within  thirty days after a written claim has been received by
     the Corporation, the claimant may at any time thereafter bring suit against
     the  Corporation  to  recover  the  unpaid  amount  of the  claim  and,  if
     successful in whole or in part,  the claimant  shall be entitled to be paid
     also the expense of  prosecuting  such claim.  It shall be a defense to any
     such action  (other than an action  brought to enforce a claim for expenses
     incurred in defending any  proceeding  in advance of its final  disposition
     where the required  undertaking,  if any is required,  has been tendered to
     the  Corporation)  that the claimant  has not met the  standards of conduct
     which make it permissible  under the Delaware  General  Corporation Law for
     the Corporation to indemnify the claimant for the amount  claimed,  but the
     burden of proving such  defense  shall be on the  Corporation.  Neither the
     failure of the Corporation  (including its Board of Directors,  independent
     legal counsel,  or its stockholders) to have made a determination  prior to
     the  commencement  of such action that  indemnification  of the claimant is
     proper  in the  circumstances  because  he or she has  met  the  applicable
     standard of conduct set forth in the Delaware General  Corporation Law, nor
     an  actual  determination  by  the  Corporation  (including  its  Board  of
     Directors,  independent  legal  counsel,  or  its  stockholders)  that  the
     claimant  has not met  such  applicable  standard  of  conduct,  shall be a
     defense to the action or create a presumption that the claimant has not met
     the applicable standard of conduct.

(c)  The right to  indemnification  and the  payment  of  expenses  incurred  in
     defending a  proceeding  in advance of its final  disposition  conferred in
     this Section  shall not be exclusive of any right which any person may have
     or hereafter  acquire under any statute,  provision of the  Certificate  of
     Incorporation,  by-law,  agreement,  vote of stockholders or  disinterested
     directors or otherwise.

(d)  The Corporation may maintain  insurance,  at its expense, to protect itself
     and any director,  officer, employee or agent of the Corporation or another
     corporation,  partnership, joint venture, trust or other enterprise against
     any such expense,  liability or loss,  whether or not the Corporation would
     have the power to indemnify such person against such expense,  liability or
     loss under the Delaware General Corporation Law.

Item 7.  Exemption from Registration Claimed

      Not applicable.

Item 8.  Exhibits

      The exhibits  listed below are listed  according to the number assigned in
the table in Item 601 of Regulation S-K.

      Exhibit No.                   Description of Exhibit
      -----------                   ----------------------

         4(a)        Certificate  of Amendment of the  Restated  Certificate  of
                     Incorporation  of the  Company  filed in the  Office of the
                     Secretary  of State of the  State of  Delaware  on July 29,
                     1999  (incorporated  by  reference  to Exhibit  3(h) to the
                     Company's  Quarterly  Report on Form  10-Q for the  quarter
                     ended June 30, 1999).

         4(b)        By-laws  of  the  Company  (incorporated  by  reference  to
                     Exhibit  3(b) to  Amendment  No. 1 of  Registrant's  Annual
                     Report on Form 10-K for the fiscal year ended  December 31,
                     1991).

         4(c)        Noise Cancellation Technologies,  Inc. Stock Incentive Plan
                     (incorporated  by reference to Exhibit  10(rr) to Amendment
                     No. 1 of  Registrant's  Annual  Report on Form 10-K for the
                     fiscal year ended December 31, 1992).

         5           Opinion of Crowell & Moring,  LLP,  outside  counsel to the
                     Company,  as to the  legality of the shares of common stock
                     to which this registration statement relates.

        23(a)        Consent of Richard A. Eisner & Company, LLP.

        23(b)        Consent of Peters Elworthy & Moore.

        24           Powers of Attorney (see "Signatures").
Item 9.  Undertakings (number as in Item 512 of Regulation S-K)

      The undersigned registrant hereby undertakes:

          (a)  (1) To file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement:

                    (i)  To include any prospectus  required by section 10(a)(3)
                         of the Securities Act of 1933;

                    (ii) To reflect in the prospectus any facts or event arising
                         after the effective date of the registration  statement
                         (or the most recent  post-effective  amendment thereof)
                         which,  individually  or in the aggregate,  represent a
                         fundamental  change in the information set forth in the
                         registration statement.  Notwithstanding the foregoing,
                         any  increase  or  decrease  in  volume  of  securities
                         offered  (if  the  total  dollar  value  of  securities
                         offered would not exceed that which was registered) and
                         any deviation from the low or high and of the estimated
                         maximum  offering range may be reflected in the form of
                         prospectus  filed with the Commission  pursuant to Rule
                         424(b) if, in the aggregate,  the changes in volume and
                         price  represent no more than 20 percent  change in the
                         maximum  aggregate  offering  price  set  forth  in the
                         "Calculation   of   Registration   Fee"  table  in  the
                         effective registration statement.

                    (iii)To include any material information with respect to the
                         plan of  distribution  not previously  disclosed in the
                         registration  statement or any material  change to such
                         information in the registration statement;

                    provided,  however,  that  the  undertakings  set  forth  in
                    paragraphs  (1)(i)  and  (1)(ii)  above do not  apply if the
                    information  required  to be  included  in a  post-effective
                    amendment  by those  paragraphs  is  contained  in  periodic
                    reports  filed by the  registrant  pursuant to Section 13 or
                    15(d)  of the  Securities  Exchange  Act of  1934  that  are
                    incorporated by reference in this registration statement.

               (2)  That, for the purpose of determining any liability under the
                    Securities Act of 1933, each such  post-effective  amendment
                    shall be deemed to be a new registration  statement relating
                    to the securities offered therein,  and the offering of such
                    securities  at that time  shall be deemed to be the  initial
                    bona fide offering thereof.

               (3)  To remove  from  registration  by means of a  post-effective
                    amendment  any  of the  securities  being  registered  which
                    remain unsold at the termination of the offering.

          (b)  That  for  purposes  of  determining   any  liability  under  the
               Securities Act of 1933,  each filing of the  registrant's  annual
               report  pursuant  to  Section  13(a) or  15(d) of the  Securities
               Exchange  Act of 1934 that is  incorporated  by reference in this
               registration  statement shall be deemed to be a new  registration
               statement  relating to the securities  offered  therein,  and the
               offering  of such  securities  at that time shall be deemed to be
               the initial bona fide offering thereof.

          (h)  Insofar as  indemnification  for  liabilities  arising  under the
               Securities  Act of 1933 may be permitted to  directors,  officers
               and  controlling  persons  of  the  registrant  pursuant  to  the
               foregoing  provisions,  or  otherwise,  the  registrant  has been
               advised  that  in the  opinion  of the  Securities  and  Exchange
               Commission  such  indemnification  is  against  public  policy as
               expressed  in the Act and is,  therefore,  unenforceable.  In the
               event that a claim for  indemnification  against such liabilities
               (other than the payment by the registrant of expenses incurred or
               paid  by  a  director,  officer  or  controlling  person  of  the
               registrant  in the  successful  defense  of any  action,  suit or
               proceeding) is asserted by such director,  officer or controlling
               person in connection with the securities  being  registered,  the
               registrant will,  unless in the opinion of its counsel the matter
               has been settled by controlling  precedent,  submit to a court of
               appropriate    jurisdiction    the    question    whether    such
               indemnification  by it is against  public  policy as expressed in
               the Act and will be  governed by the final  adjudication  of such
               issue.
SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of Linthicum,  State of Maryland,  on November 4,
1999.

                              NCT GROUP, INC.
                              (Registrant)

Date: November 4, 1999        By:   /s/ MICHAEL J. PARRELLA
                                    -----------------------
                                    Michael J. Parrella
                                    President and Chief Executive Officer

      Each of the undersigned hereby appoints Michael J. Parrella, President and
Chief  Executive  Officer,  and Cy E. Hammond,  Senior Vice  President and Chief
Financial  Officer,  and each of them  severally,  his or her  true  and  lawful
attorneys to execute (in the name of and on behalf of and as  attorneys  for the
undersigned) any and all amendments to this registration statement,  and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission.

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

                              (1)   Principal Executive Officer

Date: November 4, 1999              /s/ MICHAEL J. PARRELLA
                                    ------------------------
                                    Michael J. Parrella, President and
                                    Chief Executive Officer

                              (2)   Principal Financial Officer and
                                    Principal Accounting Officer

Date: November 4, 1999              /s/ CY E. HAMMOND
                                    ------------------------
                                    Cy E. Hammond, Senior Vice President
                                    and Chief Financial Officer
(3)   Board of Directors

Date: November 4, 1999              /s/ JAY M. HAFT
                                    ------------------------
                                    Jay M. Haft, Chairman of the Board
                                    and Director

Date: November 4, 1999              /s/ JOHN J. McCLOY
                                    ------------------------
                                    John J. McCloy, Director

Date: November 4, 1999              /s/ SAMUEL A. OOLIE
                                    ------------------------
                                    Samuel A. Oolie, Director
EXHIBIT INDEX

                                                                                   Sequential
  Exhibit No.                   Description                                         Page No.
  -----------                   -----------                                        ----------
4(a)         Certificate  of  Amendment  of  the  Restated  Certificate  of
                  Incorporation  of  the  Company  filed  in the  Office  of the
                  Secretary  of State of the State of  Delaware on July 29, 1999
                  (incorporated  by reference  to Exhibit 3(h) to the  Company's
                  Quarterly  Report on Form 10-Q for the quarter  ended June 30,
                  1999).

     4(b)         By-laws of the Company  (incorporated  by reference to Exhibit
                  3(b) to Amendment No. 1 of Registrant's  Annual Report on Form
                  10-K for the fiscal year ended December 31, 1991).

     4(c)         Noise  Cancellation  Technologies,  Inc. Stock  Incentive Plan
                  (incorporated  by reference to Exhibit 10(rr) to Amendment No.
                  1 of  Registrant's  Annual  Report on Form 10-K for the fiscal
                  year ended December 31, 1992).

     5            Opinion  of Crowell & Moring,  LLP,  outside 11 counsel to the       11
                  Company,  as to the  legality of the shares of common stock to
                  which this registration statement relates.

    23(a)         Consent of Richard A. Eisner & Company, LLP.                         12

    23(b)         Consent of Peters Elworthy & Moore.                                  13

    24            Powers of Attorney (see "Signatures").                                8