As filed with the Securities and Exchange
                         Commission on October 13, 2000
                           Registration No. _________

                       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 Charter)

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

                 20 Ketchum Street, Westport, Connecticut 06880
                                 (203) 226-4447
       (Address, Including Zip Code, and Telephone Number, Including Area
               Code, of Registrant's Principal Executive Offices)

                      NCT Group, Inc. Stock Incentive Plan
                            (Full title of the Plan)

                                  CY E. HAMMOND
                 SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER
                                 NCT GROUP, INC.
                                20 KETCHUM STREET
                           WESTPORT, CONNECTICUT 06880
                                 (203) 226-4447

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

COMMON STOCK    12,775,000 SHARES   $0.4100 (2)    $ 5,237,750   $  1,382.77
COMMON STOCK     7,225,000 SHARES   $0.2550 (3)    $ 1,842,375   $    486.39
                ----------                         ------------  ------------
                20,000,000 SHARES                  $ 7,080,125   $  1,869.15

(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 NCT Group,  Inc.  Stock
     Incentive Plan.

(2)  Weighted  average  exercise price for options  granted under the NCT Group,
     Inc. 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  NASD  OTC  Bulletin  Board on
     October 10, 2000.

                     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 NCT Group,  Inc.
Stock  Incentive Plan (formerly  known as 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. A registration  statement on Form S-8 (File No.  333-11213) was filed with
the  Securities  and  Exchange  Commission  on  November  4, 1999 to register an
additional  20,000,000 shares  authorized under the 1992 Plan.  Pursuant to Rule
429 of the Securities Act of 1933, as amended, 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 of the Securities Act. 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) of the
Securities  Act,  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.
                                20 Ketchum Street
                           Westport, Connecticut 06880
                                 (203) 226-4447






                                     <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, 1999 (filed on April 14, 2000) and the Company's  Annual Meeting Notice
     and Proxy Statement dated June 2, 2000 (incorporated therein by reference).

(b)  The Company's  Quarterly Reports on Form 10-Q for the fiscal quarters ended
     March 31, 2000,  as amended,  and June 30, 2000 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 20004.


Item 6.  Indemnification of Officers and Directors

     Article VIII of the Registrant's Restated Certificate of Incorporation,  as
amended to the date of this registration statement, 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 18, 2000.

     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)      NCT Group,  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;

          (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 Exchange Act that are  incorporated
               by reference in this registration statement.

         (2)That,  for the  purpose  of  determining  any  liability  under  the
            Securities Act, 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,
     each filing of the registrant's  annual report pursuant to Section 13(a) or
     15(d)  of the  Exchange  Act  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
     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 Town of Westport, State of Connecticut, on October 13, 2000.



                              NCT GROUP, INC.
                              (Registrant)



Date: October 13, 2000        By:   /s/ MICHAEL J. PARRELLA
                                    ------------------------
                                    Michael J. Parrella,
                                    Chairman of the Board and
                                    Chief Executive Officer

     Each of the undersigned  hereby appoints  Michael J. Parrella,  Chairman of
the Board 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, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities and on the date indicated.

                                   (1)   Principal Executive Officer


Date: October 13, 2000              /s/ MICHAEL J. PARRELLA
                                    ------------------------
                                    Michael J. Parrella,
                                    Chairman of the Board and
                                    Chief Executive Officer


<PAGE>



                                    (2)   Principal Financial Officer and
                                          Principal Accounting Officer


Date: October 13, 2000              /s/ CY E. HAMMOND
                                    ------------------------
                                    Cy E. Hammond,
                                    Senior Vice President
                                    and Chief Financial Officer

                                   (3) Board of Directors


Date: October 13, 2000              /s/ JAY M. HAFT
                                    ------------------------------
                                    Jay M. Haft, Director



Date: October 13, 2000              /s/ JOHN J. McCLOY
                                    ------------------------------------
                                    John J. McCloy, Director



Date: October 13, 2000              /s/ SAMUEL A. OOLIE
                                    ------------------------------
                                    Samuel A. Oolie, Director



<PAGE>


                                  EXHIBIT INDEX

                                                            Sequential
Exhibit No.                   Description                      Page No.

   4(a)          Certificate  of Amendment of the Restated        11
                 Certificate  of   Incorporation   of  the
                 Company   filed  in  the  Office  of  the
                 Secretary   of  State  of  the  State  of
                 Delaware on July 18, 2000

   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)          NCT  Group,  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,        13
                 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,        14
                 LLP.

   23(b)         Consent of Peters Elworthy & Moore.              15

   24            Powers of Attorney (see "Signatures").            8
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "STOCK INCENTIVE PLAN", "secsgml_size_bytes": 26191}]
{"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": "333-47956", "film-number": "740072"}, "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 October 13, 2000
                           Registration No. _________

                       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 Charter)

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

                 20 Ketchum Street, Westport, Connecticut 06880
                                 (203) 226-4447
       (Address, Including Zip Code, and Telephone Number, Including Area
               Code, of Registrant's Principal Executive Offices)

                      NCT Group, Inc. Stock Incentive Plan
                            (Full title of the Plan)

                                  CY E. HAMMOND
                 SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER
                                 NCT GROUP, INC.
                                20 KETCHUM STREET
                           WESTPORT, CONNECTICUT 06880
                                 (203) 226-4447

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

COMMON STOCK    12,775,000 SHARES   $0.4100 (2)    $ 5,237,750   $  1,382.77
COMMON STOCK     7,225,000 SHARES   $0.2550 (3)    $ 1,842,375   $    486.39
                ----------                         ------------  ------------
                20,000,000 SHARES                  $ 7,080,125   $  1,869.15

(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 NCT Group,  Inc.  Stock
     Incentive Plan.

(2)  Weighted  average  exercise price for options  granted under the NCT Group,
     Inc. 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  NASD  OTC  Bulletin  Board on
     October 10, 2000.

                     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 NCT Group,  Inc.
Stock  Incentive Plan (formerly  known as 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. A registration  statement on Form S-8 (File No.  333-11213) was filed with
the  Securities  and  Exchange  Commission  on  November  4, 1999 to register an
additional  20,000,000 shares  authorized under the 1992 Plan.  Pursuant to Rule
429 of the Securities Act of 1933, as amended, 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 of the Securities Act. 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) of the
Securities  Act,  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.
                                20 Ketchum Street
                           Westport, Connecticut 06880
                                 (203) 226-4447
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, 1999 (filed on April 14, 2000) and the Company's  Annual Meeting Notice
     and Proxy Statement dated June 2, 2000 (incorporated therein by reference).

(b)  The Company's  Quarterly Reports on Form 10-Q for the fiscal quarters ended
     March 31, 2000,  as amended,  and June 30, 2000 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 20004.

Item 6.  Indemnification of Officers and Directors

     Article VIII of the Registrant's Restated Certificate of Incorporation,  as
amended to the date of this registration statement, 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 18, 2000.

     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)      NCT Group,  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;

          (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 Exchange Act that are  incorporated
               by reference in this registration statement.

         (2)That,  for the  purpose  of  determining  any  liability  under  the
            Securities Act, 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,
     each filing of the registrant's  annual report pursuant to Section 13(a) or
     15(d)  of the  Exchange  Act  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
     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 Town of Westport, State of Connecticut, on October 13, 2000.

                              NCT GROUP, INC.
                              (Registrant)

Date: October 13, 2000        By:   /s/ MICHAEL J. PARRELLA
                                    ------------------------
                                    Michael J. Parrella,
                                    Chairman of the Board and
                                    Chief Executive Officer

     Each of the undersigned  hereby appoints  Michael J. Parrella,  Chairman of
the Board 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, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities and on the date indicated.

                                   (1)   Principal Executive Officer

Date: October 13, 2000              /s/ MICHAEL J. PARRELLA
                                    ------------------------
                                    Michael J. Parrella,
                                    Chairman of the Board and
                                    Chief Executive Officer
(2)   Principal Financial Officer and
                                          Principal Accounting Officer

Date: October 13, 2000              /s/ CY E. HAMMOND
                                    ------------------------
                                    Cy E. Hammond,
                                    Senior Vice President
                                    and Chief Financial Officer

                                   (3) Board of Directors

Date: October 13, 2000              /s/ JAY M. HAFT
                                    ------------------------------
                                    Jay M. Haft, Director

Date: October 13, 2000              /s/ JOHN J. McCLOY
                                    ------------------------------------
                                    John J. McCloy, Director

Date: October 13, 2000              /s/ SAMUEL A. OOLIE
                                    ------------------------------
                                    Samuel A. Oolie, Director
EXHIBIT INDEX

                                                            Sequential
Exhibit No.                   Description                      Page No.

   4(a)          Certificate  of Amendment of the Restated        11
                 Certificate  of   Incorporation   of  the
                 Company   filed  in  the  Office  of  the
                 Secretary   of  State  of  the  State  of
                 Delaware on July 18, 2000

   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)          NCT  Group,  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,        13
                 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,        14
                 LLP.

   23(b)         Consent of Peters Elworthy & Moore.              15

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