As filed with the Securities and Exchange Commission on August 5, 2005
                           Registration No. 333-______

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

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

                                 NCT GROUP, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

              Delaware                                 59-2501025
  --------------------------------          --------------------------------
    (State or other jurisdiction                    (IRS Employer
         of incorporation)                       Identification No.)

    20 Ketchum Street, Westport, Connecticut                     06880
--------------------------------------------               -----------------
    (Address of principal executive offices)                   (Zip Code)


                  NCT Group, Inc. 2001 Stock and Incentive Plan
--------------------------------------------------------------------------------
                            (Full title of the plan)


                                  Cy E. Hammond
                Senior Vice President and Chief Financial Officer
                                 NCT Group, Inc.
                                20 Ketchum Street
                           Westport, Connecticut 06880

--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (203) 226-4447
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

                                                      Proposed
   Title of                         Proposed          maximum
  securities        Amount           maximum          aggregate     Amount of
    to be            to be       offering price       offering     registration
  registered     registered (1)     per share           price          fee
--------------  ---------------  --------------   ---------------  -------------
 Common Stock      93,514,849      $0.06913 (2)    $6,464,681.51      $760.89
--------------  ---------------  --------------   ---------------  -------------
 Common Stock     524,485,151      $0.01350 (3)    $7,080,549.54      $833.38
--------------  ---------------  --------------   ---------------  -------------

(1)  Pursuant to Rule 416(a), this Registration Statement also covers additional
     securities  that may be offered  under the NCT Group,  Inc.  2001 Stock and
     Incentive  Plan as a result of stock  splits,  stock  dividends  or similar
     transactions.

(2)  Weighted average exercise price of options and awards granted under the NCT
     Group, Inc. 2001 Stock and Incentive Plan.

(3)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant  to  Rule  457  (c)  and  Rule  457(h)(1)  promulgated  under  the
     Securities  Act of 1933,  based on the average of the bid and ask price for
     the common stock on the NASD OTC Bulletin Board on August 1, 2005.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following  documents filed with the Securities and Exchange  Commission
(the  "Commission") by NCT Group,  Inc. (the  "Registrant")  are incorporated in
this Registration Statement by reference:

     (a)  The  Registrant's  Annual  Report on Form 10-K and Form 10-K/A for the
          fiscal year ended December 31, 2004;

     (b)  The Registrant's Quarterly Reports on Form 10-Q for the fiscal quarter
          ended March 31, 2005 and all other reports  filed  pursuant to Section
          13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
          "Exchange  Act"),  since the end the fiscal  year ended  December  31,
          2004; and

     (c)  The  description  of the  Registrant's  Common Stock  contained in the
          Registrant's  Registration  Statement  on  Form  8-A  filed  with  the
          Commission on January 30, 1990,  together with any amendment or report
          filed  with  the   Commission   for  the  purpose  of  updating   such
          description.

     All reports and other documents  subsequently  filed by the Registrant with
the Commission  pursuant to Sections  13(a),  13(c), 14 or 15(d) of the Exchange
Act prior to the filing of a  post-effective  amendment  that indicates that all
securities  offered  have  been sold or that  deregisters  all  securities  then
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
reports and documents with the Commission.

     Any statement  contained herein or in a document  incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superceded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other  subsequently filed document that also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supercedes  such
earlier statement.  Any statement so modified or superceded shall not be deemed,
except as so modified or superceded,  to constitute a part of this  Registration
Statement.

Item 4.   Descriptions of Securities.

     Not applicable.

                                       2
<PAGE>

Item 5.   Interests of Named Experts and Counsel.

     The validity of the  securities  registered  hereby has been passed upon by
Mark Melnick, Esq., Senior Vice President,  General Counsel and Secretary of the
Registrant.  Mr.  Melnick  beneficially  owns  options to purchase  Common Stock
granted under the NCT Group, Inc. 2001 Stock and Incentive Plan.

Item 6.   Indemnification of Officers and Directors.

     Section 145 of the General  Corporation  Law of the State of Delaware  (the
"DGCL") provides that a Delaware corporation may indemnify any person who was or
is a party or is  threatened  to be made a party to any  threatened,  pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (a  "proceeding")  (other than an action by or in the right of the
corporation) by reason of the fact that he or she is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,   joint  venture,  trust  or  other  enterprise,  against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by him or her in connection  with such action,
suit or  proceeding  if he or she acted in good  faith and in a manner he or she
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause  to  believe  his or her  conduct  was  unlawful.  A  Delaware
corporation  may indemnify  any person under such Section in  connection  with a
proceeding  by or in the right of the  corporation  to procure  judgment  in its
favor,  as provided  in the  preceding  sentence,  against  expenses  (including
attorneys'  fees) actually and  reasonably  incurred by him or her in connection
with the defense or  settlement of such action,  except that no  indemnification
shall be made with respect thereto  unless,  and then only to the extent that, a
court of competent  jurisdiction  shall  determine  upon  application  that such
person is fairly and  reasonably  entitled to indemnity for such expenses as the
court shall deem proper. A Delaware corporation must indemnify present or former
directors and officers who are  successful on the merits or otherwise in defense
of any action, suit or proceeding or in defense of any claim, issue or matter in
any  proceeding,  by  reason  of the fact  that he or she is or was a  director,
officer,  employee  or  agent of the  corporation  or is or was  serving  at the
request  of  the  corporation,  against  expenses  (including  attorneys'  fees)
actually  and  reasonably  incurred  by him or her in  connection  therewith.  A
Delaware  corporation  may pay  for the  expenses  (including  attorneys'  fees)
incurred by an officer or director in defending a  proceeding  in advance of the
final disposition upon receipt of an undertaking by or on behalf of such officer
or director to repay such amount if it shall ultimately be determined that he or
she is not entitled to be  indemnified by the  corporation.  Article VIII of the
Registrant's   Second  Restated   Certificate  of  Incorporation   provides  for
indemnification  of directors  and officers to the fullest  extent  permitted by
Section 145 of the DGCL.

     Section  102(b)(7)  of the DGCL  permits a  corporation  to  provide in its
certificate of incorporation  that a director shall not be personally  liable to
the  corporation  or its  stockholders  for  monetary  damages  for a breach  of
fiduciary  duty as a director,  except for  liability  (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders,  (ii) for any
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation  of law,  (iii) with  respect to  certain  unlawful  dividend
payments or stock redemptions or repurchases

                                       3
<PAGE>

or (iv) for any transaction from which the director derived an improper personal
benefit.  Article  VII  of  the  Registrant's  Second  Restated  Certificate  of
Incorporation  eliminates  the  liability  of  directors  to the fullest  extent
permitted by Section 102(b)(7) of the DGCL.

     Section 145 of the DGCL  permits a  corporation  to purchase  and  maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture,  trust or other enterprise against any liability asserted against
such  person and  incurred by such  person in such  capacity,  or arising out of
their  status as such,  whether or not the  corporation  would have the power to
indemnify  directors and officers  against such  liability.  The  Registrant has
obtained officers' and directors'  liability  insurance for members of its Board
of Directors and executive officers.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.


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

    4.1(a)          Second Restated  Certificate of  Incorporation of NCT Group,
                    Inc.   (Exhibit  3(a)  to  the  Registrant's   Pre-Effective
                    Amendment  No.  1 to  Registration  Statement  on  Form  S-1
                    (Registration No.  333-60574),  filed on September 5, 2001).
                    (1)

    4.1(b)          Certificate of Amendment of Second  Restated  Certificate of
                    Incorporation  of  NCT  Group,  Inc.  (Exhibit  3.1  to  the
                    Registrant's  Current Report on Form 8-K dated June 28, 2005
                    (File No. 0-18267)). (1)

    4.2             By-Laws of NCT Group,  Inc. (Exhibit 3.2 to the Registrant's
                    Current  Report on Form 8-K dated  June 28,  2005  (File No.
                    0-18267)). (1)

    4.3(a)          Certificate of Designation, Preferences and Rights of Series
                    H Convertible  Preferred Stock of NCT Group,  Inc.  (Exhibit
                    3(c) to the  Registrant's  Pre-effective  Amendment No. 5 to
                    Registration   Statement  on  Form  S-1   (Registration  No.
                    333-60574), filed on August 9, 2002). (1)

    4.3(b)          Certificate  of Amendment  of  Certificate  of  Designation,
                    Preferences  and  Rights of Series H  Convertible  Preferred
                    Stock of NCT Group,  Inc.  (Exhibit 3(a) to the Registrant's
                    Quarterly  Report on Form 10-Q for the  quarter  ended March
                    31, 2003 (File No. 0-18267)). (1)

                                       4
<PAGE>

    4.4             Certificate of Designation, Preferences and Rights of Series
                    I Convertible  Preferred Stock of NCT Group,  Inc.  (Exhibit
                    3.1 to the  Registrant's  Current  Report  on Form 8-K dated
                    March 16, 2005 (File No. 0-18267)). (1)

    4.5             NCT Group,  Inc. 2001 Stock and  Incentive  Plan, as amended
                    and  restated  as of  June  28,  2005  (Exhibit  10.1 to the
                    Registrant's  Current Report on Form 8-K dated June 28, 2005
                    (File No. 0-18267)). (1)

    5               Opinion of Mark Melnick, Esq.  (2)

    23.1            Consent of Mark Melnick, Esq. (included in Exhibit 5). (2)

    23.2            Consent of Eisner LLP.  (2)

    24              Power of Attorney  (included as a part of the signature page
                    hereto). (2)

    ----------
    (1) Incorporated by reference.
    (2) Filed herewith.

Item 9.   Undertakings.

     (1)  The undersigned Registrant hereby undertakes:

     (a)  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;

              (ii)  To reflect  in the  prospectus  any facts or events  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
                    end 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 a 20% change in the maximum
                    aggregate  offering price set forth in the  "Calculation  of
                    Registration  Fee"  table  in  the  effective   registration
                    statement;

                                       5
<PAGE>

             (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 paragraphs  (1)(a)(i) and (1)(a)(ii) of
               this  section do not apply if the  registration  statement  is on
               Form S-3 or Form S-8, and the information required to be included
               in a post-effective amendment by those paragraphs is contained in
               periodic reports filed with or furnished to the Commission by the
               registrant  pursuant  to  section  13 or  section  15(d)  of  the
               Securities   Exchange  Act  of  1934  that  are  incorporated  by
               reference in this registration statement.

          (b)  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.

          (c)  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.

          (2)  The undersigned  Registrant  hereby undertakes 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 section  15(d) of the  Securities  Exchange  Act of 1934
               (and where applicable,  each filing of an employee benefit plan's
               annual  report  pursuant  to  section  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.

          (3)  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.

                                       6
<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  Town of  Westport,  State of  Connecticut,  this 5th day of
August, 2005.

                                           NCT GROUP, INC.

                                           By:  /s/ Michael J. Parrella
                                                --------------------------------
                                                Michael J. Parrella
                                                Chairman of the Board and
                                                Chief Executive Officer

     Each person whose signature  appears below constitutes and appoints Michael
J.  Parrella  and Cy E.  Hammond  and each of them,  his or her true and  lawful
attorneys-in-fact   and  agents,  each  with  full  power  of  substitution  and
resubstitution,  severally,  for him or her and in his or her  name,  place  and
stead,  in any and all  capacities,  to sign any and all  amendments  (including
post-effective 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,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises, as fully to all intents and purposes as he or she might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents,  or any of them or their or his substitute or substitutes,  may lawfully
do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

       Signature                       Title                           Date
       ---------                       -----                           ----

/s/  Michael J. Parrella       Chairman of the Board of           August 5, 2005
-------------------------      Directors and Chief
Michael J. Parrella            Executive Officer

/s/  Irene Lebovics            President and Director             August 5, 2005
-------------------------
Irene Lebovics

/s/  Cy E. Hammond             Senior Vice President, Chief       August 5, 2005
-------------------------      Financial Officer and Director
Cy E. Hammond

/s/  John J. McCloy II         Director                           August 5, 2005
-------------------------
John J. McCloy II

/s/  Sam A. Oolie              Director                           August 5, 2005
-------------------------
Sam A. Oolie


                                       7
[{"type": "S-8", "sequence": "1", "filename": "nct_s8-080505.txt", "description": "FORM S-8", "secsgml_size_bytes": 22688}]
{"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": "333-127252", "film-number": "051003174"}, "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"}]}
As filed with the Securities and Exchange Commission on August 5, 2005
                           Registration No. 333-______

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

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

                                 NCT GROUP, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

              Delaware                                 59-2501025
  --------------------------------          --------------------------------
    (State or other jurisdiction                    (IRS Employer
         of incorporation)                       Identification No.)

    20 Ketchum Street, Westport, Connecticut                     06880
--------------------------------------------               -----------------
    (Address of principal executive offices)                   (Zip Code)

                  NCT Group, Inc. 2001 Stock and Incentive Plan
--------------------------------------------------------------------------------
                            (Full title of the plan)

                                  Cy E. Hammond
                Senior Vice President and Chief Financial Officer
                                 NCT Group, Inc.
                                20 Ketchum Street
                           Westport, Connecticut 06880

--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (203) 226-4447
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

                                                      Proposed
   Title of                         Proposed          maximum
  securities        Amount           maximum          aggregate     Amount of
    to be            to be       offering price       offering     registration
  registered     registered (1)     per share           price          fee
--------------  ---------------  --------------   ---------------  -------------
 Common Stock      93,514,849      $0.06913 (2)    $6,464,681.51      $760.89
--------------  ---------------  --------------   ---------------  -------------
 Common Stock     524,485,151      $0.01350 (3)    $7,080,549.54      $833.38
--------------  ---------------  --------------   ---------------  -------------

(1)  Pursuant to Rule 416(a), this Registration Statement also covers additional
     securities  that may be offered  under the NCT Group,  Inc.  2001 Stock and
     Incentive  Plan as a result of stock  splits,  stock  dividends  or similar
     transactions.

(2)  Weighted average exercise price of options and awards granted under the NCT
     Group, Inc. 2001 Stock and Incentive Plan.

(3)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant  to  Rule  457  (c)  and  Rule  457(h)(1)  promulgated  under  the
     Securities  Act of 1933,  based on the average of the bid and ask price for
     the common stock on the NASD OTC Bulletin Board on August 1, 2005.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following  documents filed with the Securities and Exchange  Commission
(the  "Commission") by NCT Group,  Inc. (the  "Registrant")  are incorporated in
this Registration Statement by reference:

     (a)  The  Registrant's  Annual  Report on Form 10-K and Form 10-K/A for the
          fiscal year ended December 31, 2004;

     (b)  The Registrant's Quarterly Reports on Form 10-Q for the fiscal quarter
          ended March 31, 2005 and all other reports  filed  pursuant to Section
          13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
          "Exchange  Act"),  since the end the fiscal  year ended  December  31,
          2004; and

     (c)  The  description  of the  Registrant's  Common Stock  contained in the
          Registrant's  Registration  Statement  on  Form  8-A  filed  with  the
          Commission on January 30, 1990,  together with any amendment or report
          filed  with  the   Commission   for  the  purpose  of  updating   such
          description.

     All reports and other documents  subsequently  filed by the Registrant with
the Commission  pursuant to Sections  13(a),  13(c), 14 or 15(d) of the Exchange
Act prior to the filing of a  post-effective  amendment  that indicates that all
securities  offered  have  been sold or that  deregisters  all  securities  then
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
reports and documents with the Commission.

     Any statement  contained herein or in a document  incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superceded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other  subsequently filed document that also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supercedes  such
earlier statement.  Any statement so modified or superceded shall not be deemed,
except as so modified or superceded,  to constitute a part of this  Registration
Statement.

Item 4.   Descriptions of Securities.

     Not applicable.

                                       2
Item 5.   Interests of Named Experts and Counsel.

     The validity of the  securities  registered  hereby has been passed upon by
Mark Melnick, Esq., Senior Vice President,  General Counsel and Secretary of the
Registrant.  Mr.  Melnick  beneficially  owns  options to purchase  Common Stock
granted under the NCT Group, Inc. 2001 Stock and Incentive Plan.

Item 6.   Indemnification of Officers and Directors.

     Section 145 of the General  Corporation  Law of the State of Delaware  (the
"DGCL") provides that a Delaware corporation may indemnify any person who was or
is a party or is  threatened  to be made a party to any  threatened,  pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (a  "proceeding")  (other than an action by or in the right of the
corporation) by reason of the fact that he or she is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,   joint  venture,  trust  or  other  enterprise,  against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by him or her in connection  with such action,
suit or  proceeding  if he or she acted in good  faith and in a manner he or she
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause  to  believe  his or her  conduct  was  unlawful.  A  Delaware
corporation  may indemnify  any person under such Section in  connection  with a
proceeding  by or in the right of the  corporation  to procure  judgment  in its
favor,  as provided  in the  preceding  sentence,  against  expenses  (including
attorneys'  fees) actually and  reasonably  incurred by him or her in connection
with the defense or  settlement of such action,  except that no  indemnification
shall be made with respect thereto  unless,  and then only to the extent that, a
court of competent  jurisdiction  shall  determine  upon  application  that such
person is fairly and  reasonably  entitled to indemnity for such expenses as the
court shall deem proper. A Delaware corporation must indemnify present or former
directors and officers who are  successful on the merits or otherwise in defense
of any action, suit or proceeding or in defense of any claim, issue or matter in
any  proceeding,  by  reason  of the fact  that he or she is or was a  director,
officer,  employee  or  agent of the  corporation  or is or was  serving  at the
request  of  the  corporation,  against  expenses  (including  attorneys'  fees)
actually  and  reasonably  incurred  by him or her in  connection  therewith.  A
Delaware  corporation  may pay  for the  expenses  (including  attorneys'  fees)
incurred by an officer or director in defending a  proceeding  in advance of the
final disposition upon receipt of an undertaking by or on behalf of such officer
or director to repay such amount if it shall ultimately be determined that he or
she is not entitled to be  indemnified by the  corporation.  Article VIII of the
Registrant's   Second  Restated   Certificate  of  Incorporation   provides  for
indemnification  of directors  and officers to the fullest  extent  permitted by
Section 145 of the DGCL.

     Section  102(b)(7)  of the DGCL  permits a  corporation  to  provide in its
certificate of incorporation  that a director shall not be personally  liable to
the  corporation  or its  stockholders  for  monetary  damages  for a breach  of
fiduciary  duty as a director,  except for  liability  (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders,  (ii) for any
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation  of law,  (iii) with  respect to  certain  unlawful  dividend
payments or stock redemptions or repurchases

                                       3
or (iv) for any transaction from which the director derived an improper personal
benefit.  Article  VII  of  the  Registrant's  Second  Restated  Certificate  of
Incorporation  eliminates  the  liability  of  directors  to the fullest  extent
permitted by Section 102(b)(7) of the DGCL.

     Section 145 of the DGCL  permits a  corporation  to purchase  and  maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture,  trust or other enterprise against any liability asserted against
such  person and  incurred by such  person in such  capacity,  or arising out of
their  status as such,  whether or not the  corporation  would have the power to
indemnify  directors and officers  against such  liability.  The  Registrant has
obtained officers' and directors'  liability  insurance for members of its Board
of Directors and executive officers.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

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

    4.1(a)          Second Restated  Certificate of  Incorporation of NCT Group,
                    Inc.   (Exhibit  3(a)  to  the  Registrant's   Pre-Effective
                    Amendment  No.  1 to  Registration  Statement  on  Form  S-1
                    (Registration No.  333-60574),  filed on September 5, 2001).
                    (1)

    4.1(b)          Certificate of Amendment of Second  Restated  Certificate of
                    Incorporation  of  NCT  Group,  Inc.  (Exhibit  3.1  to  the
                    Registrant's  Current Report on Form 8-K dated June 28, 2005
                    (File No. 0-18267)). (1)

    4.2             By-Laws of NCT Group,  Inc. (Exhibit 3.2 to the Registrant's
                    Current  Report on Form 8-K dated  June 28,  2005  (File No.
                    0-18267)). (1)

    4.3(a)          Certificate of Designation, Preferences and Rights of Series
                    H Convertible  Preferred Stock of NCT Group,  Inc.  (Exhibit
                    3(c) to the  Registrant's  Pre-effective  Amendment No. 5 to
                    Registration   Statement  on  Form  S-1   (Registration  No.
                    333-60574), filed on August 9, 2002). (1)

    4.3(b)          Certificate  of Amendment  of  Certificate  of  Designation,
                    Preferences  and  Rights of Series H  Convertible  Preferred
                    Stock of NCT Group,  Inc.  (Exhibit 3(a) to the Registrant's
                    Quarterly  Report on Form 10-Q for the  quarter  ended March
                    31, 2003 (File No. 0-18267)). (1)

                                       4
4.4             Certificate of Designation, Preferences and Rights of Series
                    I Convertible  Preferred Stock of NCT Group,  Inc.  (Exhibit
                    3.1 to the  Registrant's  Current  Report  on Form 8-K dated
                    March 16, 2005 (File No. 0-18267)). (1)

    4.5             NCT Group,  Inc. 2001 Stock and  Incentive  Plan, as amended
                    and  restated  as of  June  28,  2005  (Exhibit  10.1 to the
                    Registrant's  Current Report on Form 8-K dated June 28, 2005
                    (File No. 0-18267)). (1)

    5               Opinion of Mark Melnick, Esq.  (2)

    23.1            Consent of Mark Melnick, Esq. (included in Exhibit 5). (2)

    23.2            Consent of Eisner LLP.  (2)

    24              Power of Attorney  (included as a part of the signature page
                    hereto). (2)

    ----------
    (1) Incorporated by reference.
    (2) Filed herewith.

Item 9.   Undertakings.

     (1)  The undersigned Registrant hereby undertakes:

     (a)  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;

              (ii)  To reflect  in the  prospectus  any facts or events  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
                    end 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 a 20% change in the maximum
                    aggregate  offering price set forth in the  "Calculation  of
                    Registration  Fee"  table  in  the  effective   registration
                    statement;

                                       5
(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 paragraphs  (1)(a)(i) and (1)(a)(ii) of
               this  section do not apply if the  registration  statement  is on
               Form S-3 or Form S-8, and the information required to be included
               in a post-effective amendment by those paragraphs is contained in
               periodic reports filed with or furnished to the Commission by the
               registrant  pursuant  to  section  13 or  section  15(d)  of  the
               Securities   Exchange  Act  of  1934  that  are  incorporated  by
               reference in this registration statement.

          (b)  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.

          (c)  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.

          (2)  The undersigned  Registrant  hereby undertakes 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 section  15(d) of the  Securities  Exchange  Act of 1934
               (and where applicable,  each filing of an employee benefit plan's
               annual  report  pursuant  to  section  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.

          (3)  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.

                                       6
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  Town of  Westport,  State of  Connecticut,  this 5th day of
August, 2005.

                                           NCT GROUP, INC.

                                           By:  /s/ Michael J. Parrella
                                                --------------------------------
                                                Michael J. Parrella
                                                Chairman of the Board and
                                                Chief Executive Officer

     Each person whose signature  appears below constitutes and appoints Michael
J.  Parrella  and Cy E.  Hammond  and each of them,  his or her true and  lawful
attorneys-in-fact   and  agents,  each  with  full  power  of  substitution  and
resubstitution,  severally,  for him or her and in his or her  name,  place  and
stead,  in any and all  capacities,  to sign any and all  amendments  (including
post-effective 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,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises, as fully to all intents and purposes as he or she might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents,  or any of them or their or his substitute or substitutes,  may lawfully
do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

       Signature                       Title                           Date
       ---------                       -----                           ----

/s/  Michael J. Parrella       Chairman of the Board of           August 5, 2005
-------------------------      Directors and Chief
Michael J. Parrella            Executive Officer

/s/  Irene Lebovics            President and Director             August 5, 2005
-------------------------
Irene Lebovics

/s/  Cy E. Hammond             Senior Vice President, Chief       August 5, 2005
-------------------------      Financial Officer and Director
Cy E. Hammond

/s/  John J. McCloy II         Director                           August 5, 2005
-------------------------
John J. McCloy II

/s/  Sam A. Oolie              Director                           August 5, 2005
-------------------------
Sam A. Oolie

                                       7