================================================================================

   As filed with the Securities and Exchange Commission on November 20, 2003.

                Registration No. 333-___________________________

                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                    Form S-8
                          Registration Statement Under
                           The Securities Act of 1933


                                  iVoice, Inc..
             (Exact name of Registrant as specified in its charter)

           New Jersey                                         51-0471976
           ----------                                         ----------
 (State or other jurisdiction of                          (I.R.S. Employer
  incorporation or organization)                         Identification No.)

      750 Highway 34, Matawan, NJ                              07747
(Address of principal executive offices)                     (Zip Code)


       Registrant's telephone number, including area code: (732) 441-7700


                     iVoice, Inc. 2003 Stock Incentive Plan
                     --------------------------------------
                              (Full title of Plan)

            Jerome R. Mahoney, President and Chief Executive Officer
                                  iVoice, Inc.
                                 750 Highway 34
                            Matawan, New Jersey 07747
                                 (732) 441-7700

             (Name, address, including Zip Code and telephone number
                    including area code of agent for service)

                                 With a Copy to:

                             Lawrence A. Muenz, Esq.
                               Meritz & Muenz LLP.
                               Three Hughes Place
                            Dix Hills, New York 11746

================================================================================
<PAGE>

Calculation of Registration Fee

Title of each     Proposed        Proposed
class of          maximum         maximum          Amount of        Total
securities to     amount to be    offering price   aggregate        registration
be registered     registered      per unit         offering price   fee
-------------------------------------------------------------------------------

Common Stock      250,000,000       $.0038           $950,000          $77
-------------------------------------------------------------------------------

(1)  Price  calculated  in  accordance  with  Rule  457(c)  of  the  regulations
     promulgated under Securities Act of 1933.

Approximate date of proposed sale to the public: This Registration Statement
shall become effective upon filing with the Commission.






















                                       2
<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     In accordance with the requirements of the Securities Exchange Act of 1934,
the Company  periodically  files certain reports and other  information with the
Commission.  The  following  documents  filed  with the  Commission  are  hereby
incorporated in this Prospectus by reference:

     1.   The  Company's  Annual Report on Form 10-KSB for the fiscal year ended
          December 31, 2002;

     2.   The Company's  Quarterly  Report on Form 10-QSB for the fiscal quarter
          ended March 31, 2003, June 30, 2003 and September 30, 2003.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all remaining  securities  offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this  Registration  Statement and to be part hereof
from the date of filing such documents. Any statement in a document incorporated
or deemed to be incorporated by reference  herein shall be deemed to be modified
or superseded for the purposes of this Registration Statement to the extent that
a statement  contained herein or in any other  subsequently filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes such statement.  Any statement so modified or superseded shall not be
deemed,  except as so  modified  or  superseded,  to  constitute  a part of this
Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.

     Lawrence  A.  Muenz,  partner of Meritz & Muenz  LLP.,  who will  render an
opinion herein regarding the validity of the securities being registered herein,
has  previously  entered into an  agreement  with the Company for the payment of
legal fees in the form of common stock to be issued under the iVoice,  Inc. 2003
Incentive Stock Plan equal in value to $37,500 calculated upon the closing price
of the Company's common stock on June 30, 2003, equal to 41,666,667 shares.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The New Jersey Business Corporation Act provides that a New Jersey corporation
is required to indemnify a director or officer against his or her expenses to
the extent that such director or officer has been successful on the merits or
otherwise in any proceeding against such director or officer by reason of his or
her being or having been such director or officer. A New Jersey corporation also
has the power to indemnify a director or officer against his or her expenses and
liabilities in connection with any proceeding involving the director or officer
by reason of his or her being or having been such a director or officer if such
a director or officer 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 (or in
the case of a proceeding by or in the right of the corporation, upon an
appropriate determination by a court); and with respect to any criminal
proceeding, such director or officer had no reasonable cause to believe his or
her conduct was unlawful. No indemnification shall be made to or on behalf of a
director or officer if a judgment or final adjudication adverse to the director
or officer establishes that his or her omissions (a) were in breach of his or
her duty of loyalty to the corporation or its shareholders, (b) were not in good
faith or involved a knowing violation of law or (c) resulted in receipt by the
director or officer of an improper personal benefit.

                                        3
<PAGE>

Additionally, as permitted by the General Corporation Law of the State of New
Jersey, Article VIII of the Company's Certificate of Incorporation provides that
no director of the Company shall incur personal liability to the Company or its
stockholders for monetary damages for breach of his or her fiduciary duty as a
director; provided, however, that this provision does not eliminate or limit the
liability of a director for (i) any breach of the director's duty of loyalty to
the Company or its stockholders; (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii) the
unlawful payment of dividends or unlawful purchase or redemption of stock or
(iv) any transaction from which the director derived an improper personal
benefit.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to our directors,  officers and controlling persons pursuant to
the foregoing provisions, or otherwise, we have been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS

        5.1.      Legal Opinion of Meritz & Muenz LLP.

        10.1      iVoice, Inc. 2003 Stock Incentive Plan.

        23.       Consent of Experts and Counsel
                  23.1  Consent of Mendlowitz Weitsen, LLP
                  23.2  Consent of Meritz & Muenz LLP.  (See Exhibit 5.1)


ITEM 9. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(a) The undersigned registrant hereby undertakes:

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

          (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933, as amended (the "Securities Act");

          (ii) To reflect in the prospectus any facts or events arising after
          the effective date of this 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 this 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
          a 20 percent change in the maximum aggregate offering price set forth
          in the "Calculation of Registration Fee" table in the effective
          Registration Statement; and

                                        4
<PAGE>

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

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     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 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) The undersigned registrant hereby undertakes 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 Section 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.

(c) 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 Securities 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  Securities  Act and will be  governed by the final
adjudication of such issue.









                                        5
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 Matawan, New Jersey, on November 20, 2003.



     IVOICE, INC.


By:  /s/ Jerome Mahoney
     --------------------------
     Jerome R. Mahoney, President,
     Chief Executive Officer and
     Principal Financial Officer


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

By:  /s/ Jerome Mahoney
     --------------------------
     Jerome R. Mahoney
     President,
     Chief Executive Officer,
     Principal Financial Officer and
     Director

                     IVOICE, INC. 2003 STOCK INCENTIVE PLAN

     Pursuant to the  requirements  of the  Securities Act of 1933, the Board of
Directors  of the  Registrant  who  administers  the  iVoice,  Inc.  2003  Stock
Incentive Plan have duly caused this registration  statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Matawan, New Jersey, on
November 20, 2003.

By:  /s/ Jerome Mahoney
     --------------------------
     Jerome R. Mahoney, President,
     Chief Executive Officer and
     Principal Financial Officer


                                        6
<PAGE>

                                INDEX OF EXHIBITS


     5.1. Legal Opinion of Meritz & Muenz LLP

     10.1 iVoice, Inc. 2003 Stock Incentive Plan

     23. Consent of Experts and Counsel
         23.1 Consent of Mendlowitz Weitsen, LLP






















                                        7
[{"type": "S-8", "sequence": "1", "filename": "forms-8_12297.txt", "description": "FORM S-8 DATED 11/20/03", "secsgml_size_bytes": 14678}]
{"company-data": {"conformed-name": "IVOICE COM INC /DE", "cik": "0001105064", "assigned-sic": "7373", "irs-number": "521750786", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-110667", "film-number": "031018078"}, "business-address": {"street1": "750 HIGHWAY 34", "street2": "210 SOUTH FOURTH AVE", "city": "MATAWAN", "state": "NJ", "zip": "07747", "phone": "7324417700"}, "mail-address": {"street1": "750 HIGHWAY 34", "street2": "210 SOUTH FOURTH AVE", "city": "MATAWAN", "state": "NJ", "zip": "07747"}, "former-company": {"former-conformed-name": "THIRDCAI INC", "date-changed": "20000202"}}
================================================================================

   As filed with the Securities and Exchange Commission on November 20, 2003.

                Registration No. 333-___________________________

                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                    Form S-8
                          Registration Statement Under
                           The Securities Act of 1933

                                  iVoice, Inc..
             (Exact name of Registrant as specified in its charter)

           New Jersey                                         51-0471976
           ----------                                         ----------
 (State or other jurisdiction of                          (I.R.S. Employer
  incorporation or organization)                         Identification No.)

      750 Highway 34, Matawan, NJ                              07747
(Address of principal executive offices)                     (Zip Code)

       Registrant's telephone number, including area code: (732) 441-7700

                     iVoice, Inc. 2003 Stock Incentive Plan
                     --------------------------------------
                              (Full title of Plan)

            Jerome R. Mahoney, President and Chief Executive Officer
                                  iVoice, Inc.
                                 750 Highway 34
                            Matawan, New Jersey 07747
                                 (732) 441-7700

             (Name, address, including Zip Code and telephone number
                    including area code of agent for service)

                                 With a Copy to:

                             Lawrence A. Muenz, Esq.
                               Meritz & Muenz LLP.
                               Three Hughes Place
                            Dix Hills, New York 11746

================================================================================
Calculation of Registration Fee

Title of each     Proposed        Proposed
class of          maximum         maximum          Amount of        Total
securities to     amount to be    offering price   aggregate        registration
be registered     registered      per unit         offering price   fee
-------------------------------------------------------------------------------

Common Stock      250,000,000       $.0038           $950,000          $77
-------------------------------------------------------------------------------

(1)  Price  calculated  in  accordance  with  Rule  457(c)  of  the  regulations
     promulgated under Securities Act of 1933.

Approximate date of proposed sale to the public: This Registration Statement
shall become effective upon filing with the Commission.

                                       2
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     In accordance with the requirements of the Securities Exchange Act of 1934,
the Company  periodically  files certain reports and other  information with the
Commission.  The  following  documents  filed  with the  Commission  are  hereby
incorporated in this Prospectus by reference:

     1.   The  Company's  Annual Report on Form 10-KSB for the fiscal year ended
          December 31, 2002;

     2.   The Company's  Quarterly  Report on Form 10-QSB for the fiscal quarter
          ended March 31, 2003, June 30, 2003 and September 30, 2003.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all remaining  securities  offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this  Registration  Statement and to be part hereof
from the date of filing such documents. Any statement in a document incorporated
or deemed to be incorporated by reference  herein shall be deemed to be modified
or superseded for the purposes of this Registration Statement to the extent that
a statement  contained herein or in any other  subsequently filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes such statement.  Any statement so modified or superseded shall not be
deemed,  except as so  modified  or  superseded,  to  constitute  a part of this
Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.

     Lawrence  A.  Muenz,  partner of Meritz & Muenz  LLP.,  who will  render an
opinion herein regarding the validity of the securities being registered herein,
has  previously  entered into an  agreement  with the Company for the payment of
legal fees in the form of common stock to be issued under the iVoice,  Inc. 2003
Incentive Stock Plan equal in value to $37,500 calculated upon the closing price
of the Company's common stock on June 30, 2003, equal to 41,666,667 shares.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The New Jersey Business Corporation Act provides that a New Jersey corporation
is required to indemnify a director or officer against his or her expenses to
the extent that such director or officer has been successful on the merits or
otherwise in any proceeding against such director or officer by reason of his or
her being or having been such director or officer. A New Jersey corporation also
has the power to indemnify a director or officer against his or her expenses and
liabilities in connection with any proceeding involving the director or officer
by reason of his or her being or having been such a director or officer if such
a director or officer 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 (or in
the case of a proceeding by or in the right of the corporation, upon an
appropriate determination by a court); and with respect to any criminal
proceeding, such director or officer had no reasonable cause to believe his or
her conduct was unlawful. No indemnification shall be made to or on behalf of a
director or officer if a judgment or final adjudication adverse to the director
or officer establishes that his or her omissions (a) were in breach of his or
her duty of loyalty to the corporation or its shareholders, (b) were not in good
faith or involved a knowing violation of law or (c) resulted in receipt by the
director or officer of an improper personal benefit.

                                        3
Additionally, as permitted by the General Corporation Law of the State of New
Jersey, Article VIII of the Company's Certificate of Incorporation provides that
no director of the Company shall incur personal liability to the Company or its
stockholders for monetary damages for breach of his or her fiduciary duty as a
director; provided, however, that this provision does not eliminate or limit the
liability of a director for (i) any breach of the director's duty of loyalty to
the Company or its stockholders; (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii) the
unlawful payment of dividends or unlawful purchase or redemption of stock or
(iv) any transaction from which the director derived an improper personal
benefit.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to our directors,  officers and controlling persons pursuant to
the foregoing provisions, or otherwise, we have been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS

        5.1.      Legal Opinion of Meritz & Muenz LLP.

        10.1      iVoice, Inc. 2003 Stock Incentive Plan.

        23.       Consent of Experts and Counsel
                  23.1  Consent of Mendlowitz Weitsen, LLP
                  23.2  Consent of Meritz & Muenz LLP.  (See Exhibit 5.1)

ITEM 9. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(a) The undersigned registrant hereby undertakes:

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

          (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933, as amended (the "Securities Act");

          (ii) To reflect in the prospectus any facts or events arising after
          the effective date of this 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 this 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
          a 20 percent change in the maximum aggregate offering price set forth
          in the "Calculation of Registration Fee" table in the effective
          Registration Statement; and

                                        4
(iii) To include any material information with respect to the plan of
          distribution not previously disclosed in this Registration Statement
          or any material change to such information in this Registration
          Statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     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 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) The undersigned registrant hereby undertakes 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 Section 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.

(c) 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 Securities 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  Securities  Act and will be  governed by the final
adjudication of such issue.

                                        5
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 Matawan, New Jersey, on November 20, 2003.

     IVOICE, INC.

By:  /s/ Jerome Mahoney
     --------------------------
     Jerome R. Mahoney, President,
     Chief Executive Officer and
     Principal Financial Officer

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

By:  /s/ Jerome Mahoney
     --------------------------
     Jerome R. Mahoney
     President,
     Chief Executive Officer,
     Principal Financial Officer and
     Director

                     IVOICE, INC. 2003 STOCK INCENTIVE PLAN

     Pursuant to the  requirements  of the  Securities Act of 1933, the Board of
Directors  of the  Registrant  who  administers  the  iVoice,  Inc.  2003  Stock
Incentive Plan have duly caused this registration  statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Matawan, New Jersey, on
November 20, 2003.

By:  /s/ Jerome Mahoney
     --------------------------
     Jerome R. Mahoney, President,
     Chief Executive Officer and
     Principal Financial Officer

                                        6
INDEX OF EXHIBITS

     5.1. Legal Opinion of Meritz & Muenz LLP

     10.1 iVoice, Inc. 2003 Stock Incentive Plan

     23. Consent of Experts and Counsel
         23.1 Consent of Mendlowitz Weitsen, LLP

                                        7