As filed with the Securities and Exchange Commission on October 4, 1999
================================================================================
                                                          Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ------------------------

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

                                   ITXC CORP.
             (Exact name of registrant as specified in its charter)

       Delaware                                                 22-35-31960
 (State or other jurisdiction                                (I.R.S. employer
of incorporation or organization)                         identification number)

               600 College Road East, Princeton, New Jersey 08540
               (Address of principal executive offices; zip code)
                            ------------------------

                     ITXC Corp. Employee Stock Purchase Plan
                            (Full title of the plan)

                                Edward B. Jordan
              Executive Vice President and Chief Financial Officer
                                   ITXC Corp.
               600 College Road East, Princeton, New Jersey 08540

                                 (609) 419-1500
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                    Copy to:
                            Peter H. Ehrenberg, Esq.
                              Lowenstein Sandler PC
                              65 Livingston Avenue
                           Roseland, New Jersey 07068
                                 (973) 597-2500
                            ------------------------

<TABLE>
<CAPTION>

                         Calculation of Registration Fee
----------------------------------------------------------------------------------------------------------
                                                 Proposed             Proposed
Title of Securities           Amount to be      Maximum Offering      Maximum Aggregate       Amount of
to be Registered              Registered       Price per Share (2)   Offering Price (2)   Registration Fee
==========================================================================================================
<S>                       <C>                    <C>                    <C>                  <C>
Common Stock, par
value $0.001 per share    500,000 shares (1)     $   23.85              $ 11,925,000           $3,316
----------------------------------------------------------------------------------------------------------
</TABLE>

(1) Plus such additional  shares of Common Stock as may be issuable  pursuant to
the anti-dilution provisions of the Registrant's Employee Stock Purchase Plan.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant  to Rule 457(c) and (h) of the  Securities  Act of 1933 on the basis of
the average of the high and low sale  prices for a share of Common  Stock on the
National Market System of NASDAQ on September 28, 1999.
================================================================================


<PAGE>


           PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference

          The SEC allows us to "incorporate"  into this  Registration  Statement
information we file with it in other documents.  This means that we can disclose
important  information to you by referring to other  documents that contain that
information.  The information incorporated by reference is considered to be part
of this Registration Statement,  and information we file later with the SEC will
automatically update and supersede this information. We incorporate by reference
the documents listed below,  except to the extent information in those documents
is different from the information contained in this Registration Statement,  and
all future documents filed with the SEC under Sections 13(a),  13(c) or 15(d) of
the  Securities  Exchange Act of 1934 until we  terminate  the offering of these
shares.

          (a) Our  prospectus  relating to our initial  public  offering,  dated
September 37, 1999, and;

          (b) The description of our Common Stock set forth in the  Registration
Statement  on Form 8-A filed by the Company  with the SEC pursuant to Section 12
of the Exchange Act and declared effective by the SEC on September 27, 1999 .

Item 4.   Description of Securities

          Not applicable.

Item 5.   Interests of Named Experts and Counsel

          Not Applicable.

Item 6.   Indemnification of Directors and Officers

          Under Section 145 of the Delaware  General  Corporation Law (DGCL),  a
corporation  has the power to indemnify  directors  and officers  under  certain
prescribed  circumstances  and subject to certain  limitations  against  certain
costs and expenses,  including  attorneys' fees actually and reasonably incurred
in connection  with any action,  suit or proceeding,  whether  civil,  criminal,
administrative  or  investigative,  to which any of them is a party by reason of
his being a director or officer of the  corporation if it is determined  that he
acted in good faith and in a manner he believed to be in (or not opposed to) the
interests of the corporation,  and, in the case of a criminal proceeding, he had
no reason to believe his conduct was unlawful.  Our certificate of incorporation
provides  that  we  will  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 by reason of the fact that he is or was a director or officer
of ITXC, or is or was serving at our request as a director,  officer,  employee,
manager or agent of  another  entity,  against  certain  liabilities,  costs and
expenses.  It further  permits us to maintain  insurance on behalf of any person
who is or was a  director,  officer,  employee  or agent  of ITXC,  or is or was
serving at our  request as a  director,  officer,  employee  or agent of another
entity against any liability  asserted  against such person and incurred by such
person in any such capacity or arising out of his status as such, whether or not
we would have the power to indemnify such person  against such  liability  under
the DGCL.

<PAGE>

          Section   102(b)(7)  of  the  DGCL  permits  a  corporation,   in  its
certificate  of  incorporation,  to  limit  or  eliminate,  subject  to  certain
statutory limitations, the personal liability of directors to the corporation or
its  stockholders  for monetary  damages for breaches of  fiduciary  duty,  as a
director  except  for  liability  (a) for any breach of the  director's  duty of
loyalty to the corporation or its stockholders, (b) for acts or omissions not in
good faith or which involve  intentional  misconduct  or a knowing  violation of
law, (c) under  Section 174 of the DGCL, or (d) for any  transaction  from which
the  director  derived  an  improper  personal  benefit.  Article  NINTH  of our
Certificate  of  Incorporation   contains  the  following   provision  regarding
limitation of liability of our directors and officers:

         "No director of the  Corporation  shall be liable to the Corporation or
         its stockholders for monetary damages for 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 acts
         or omissions not in good faith or which involve intentional  misconduct
         or a knowing  violation of law,  (iii) under Section 174 of the General
         Corporation  Law of the State of Delaware,  or (iv) for any transaction
         from which the director derived an improper personal benefit."


Item 7.  Exemption From Registration Claimed

         Not applicable.

Item 8.  Exhibits

         The Exhibits accompanying this Registration Statement are listed on the
accompanying Exhibit Index.

Item 9.  Undertakings

         (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;

                  (ii) To reflect in the  prospectus  any acts 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

<PAGE>

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 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
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

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

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

          (b) 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 the
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 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  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.



<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 the City of Princeton,  State of New Jersey,  on the 4th day of
October, 1999.

                                             ITXC CORP.



                                             By: /s/Edward B. Jordan
                                                 Edward B. Jordan,
                                                 Executive Vice President



         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on this 4th day of October, 1999.

Signature                                               Title

/s/Tom Evslin*                                    Chairman, President and
---------------------------------------------     Chief Executive Officer
Tom Evslin

/s/John G. Musci*                                 Director
---------------------------------------------
John G. Musci

/s/Edward B. Jordan                               Chief Financial and Accounting
----------------------------------------------    Officer and Director
Edward B. Jordan

/s/William P. Collatos*                           Director
---------------------------------------------
William P. Collatos

/s/Elon A. Ganor*                                 Director
---------------------------------------------
Elon A. Ganor

/s/Frederick R. Wilson*                           Director
---------------------------------------------
Frederick R. Wilson



By:   /s/Edward B. Jordan
      Edward B. Jordan, Attorney-in-Fact

<PAGE>

                                  EXHIBIT INDEX

         4.1        The    Registrant's    Third   Restated    Certificate   of
                    Incorporation.

         4.2        The  Registrant's By-Laws.

         5.1        Opinion of Lowenstein Sandler PC.

         23.1       Consent of Ernst & Young LLP.

         23.2       Consent of Lowenstein Sandler PC is included in Exhibit 5.1.

         24.1       Power of Attorney.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 15253}]
{"company-data": {"conformed-name": "ITXC CORP", "cik": "0001061895", "assigned-sic": "4813", "irs-number": "223531960"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-88375", "film-number": "99722469"}, "business-address": {"street1": "600 COLLEGE ROAD EAST", "city": "PRINCETON", "state": "NJ", "zip": "08540", "phone": "6094191500"}, "mail-address": {"street1": "600 COLLEGE ROAD EAST", "city": "PRINCETON", "state": "NJ", "zip": "08540"}}
As filed with the Securities and Exchange Commission on October 4, 1999
================================================================================
                                                          Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ------------------------

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

                                   ITXC CORP.
             (Exact name of registrant as specified in its charter)

       Delaware                                                 22-35-31960
 (State or other jurisdiction                                (I.R.S. employer
of incorporation or organization)                         identification number)

               600 College Road East, Princeton, New Jersey 08540
               (Address of principal executive offices; zip code)
                            ------------------------

                     ITXC Corp. Employee Stock Purchase Plan
                            (Full title of the plan)

                                Edward B. Jordan
              Executive Vice President and Chief Financial Officer
                                   ITXC Corp.
               600 College Road East, Princeton, New Jersey 08540

                                 (609) 419-1500
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                    Copy to:
                            Peter H. Ehrenberg, Esq.
                              Lowenstein Sandler PC
                              65 Livingston Avenue
                           Roseland, New Jersey 07068
                                 (973) 597-2500
                            ------------------------
Calculation of Registration Fee
----------------------------------------------------------------------------------------------------------
                                                 Proposed             Proposed
Title of Securities           Amount to be      Maximum Offering      Maximum Aggregate       Amount of
to be Registered              Registered       Price per Share (2)   Offering Price (2)   Registration Fee
==========================================================================================================
Common Stock, par
value $0.001 per share    500,000 shares (1)     $   23.85              $ 11,925,000           $3,316
----------------------------------------------------------------------------------------------------------
(1) Plus such additional  shares of Common Stock as may be issuable  pursuant to
the anti-dilution provisions of the Registrant's Employee Stock Purchase Plan.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant  to Rule 457(c) and (h) of the  Securities  Act of 1933 on the basis of
the average of the high and low sale  prices for a share of Common  Stock on the
National Market System of NASDAQ on September 28, 1999.
================================================================================
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference

          The SEC allows us to "incorporate"  into this  Registration  Statement
information we file with it in other documents.  This means that we can disclose
important  information to you by referring to other  documents that contain that
information.  The information incorporated by reference is considered to be part
of this Registration Statement,  and information we file later with the SEC will
automatically update and supersede this information. We incorporate by reference
the documents listed below,  except to the extent information in those documents
is different from the information contained in this Registration Statement,  and
all future documents filed with the SEC under Sections 13(a),  13(c) or 15(d) of
the  Securities  Exchange Act of 1934 until we  terminate  the offering of these
shares.

          (a) Our  prospectus  relating to our initial  public  offering,  dated
September 37, 1999, and;

          (b) The description of our Common Stock set forth in the  Registration
Statement  on Form 8-A filed by the Company  with the SEC pursuant to Section 12
of the Exchange Act and declared effective by the SEC on September 27, 1999 .

Item 4.   Description of Securities

          Not applicable.

Item 5.   Interests of Named Experts and Counsel

          Not Applicable.

Item 6.   Indemnification of Directors and Officers

          Under Section 145 of the Delaware  General  Corporation Law (DGCL),  a
corporation  has the power to indemnify  directors  and officers  under  certain
prescribed  circumstances  and subject to certain  limitations  against  certain
costs and expenses,  including  attorneys' fees actually and reasonably incurred
in connection  with any action,  suit or proceeding,  whether  civil,  criminal,
administrative  or  investigative,  to which any of them is a party by reason of
his being a director or officer of the  corporation if it is determined  that he
acted in good faith and in a manner he believed to be in (or not opposed to) the
interests of the corporation,  and, in the case of a criminal proceeding, he had
no reason to believe his conduct was unlawful.  Our certificate of incorporation
provides  that  we  will  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 by reason of the fact that he is or was a director or officer
of ITXC, or is or was serving at our request as a director,  officer,  employee,
manager or agent of  another  entity,  against  certain  liabilities,  costs and
expenses.  It further  permits us to maintain  insurance on behalf of any person
who is or was a  director,  officer,  employee  or agent  of ITXC,  or is or was
serving at our  request as a  director,  officer,  employee  or agent of another
entity against any liability  asserted  against such person and incurred by such
person in any such capacity or arising out of his status as such, whether or not
we would have the power to indemnify such person  against such  liability  under
the DGCL.
Section   102(b)(7)  of  the  DGCL  permits  a  corporation,   in  its
certificate  of  incorporation,  to  limit  or  eliminate,  subject  to  certain
statutory limitations, the personal liability of directors to the corporation or
its  stockholders  for monetary  damages for breaches of  fiduciary  duty,  as a
director  except  for  liability  (a) for any breach of the  director's  duty of
loyalty to the corporation or its stockholders, (b) for acts or omissions not in
good faith or which involve  intentional  misconduct  or a knowing  violation of
law, (c) under  Section 174 of the DGCL, or (d) for any  transaction  from which
the  director  derived  an  improper  personal  benefit.  Article  NINTH  of our
Certificate  of  Incorporation   contains  the  following   provision  regarding
limitation of liability of our directors and officers:

         "No director of the  Corporation  shall be liable to the Corporation or
         its stockholders for monetary damages for 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 acts
         or omissions not in good faith or which involve intentional  misconduct
         or a knowing  violation of law,  (iii) under Section 174 of the General
         Corporation  Law of the State of Delaware,  or (iv) for any transaction
         from which the director derived an improper personal benefit."

Item 7.  Exemption From Registration Claimed

         Not applicable.

Item 8.  Exhibits

         The Exhibits accompanying this Registration Statement are listed on the
accompanying Exhibit Index.

Item 9.  Undertakings

         (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;

                  (ii) To reflect in the  prospectus  any acts 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;

                  (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 (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
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

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

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

          (b) 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 the
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 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  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.
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 the City of Princeton,  State of New Jersey,  on the 4th day of
October, 1999.

                                             ITXC CORP.

                                             By: /s/Edward B. Jordan
                                                 Edward B. Jordan,
                                                 Executive Vice President

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on this 4th day of October, 1999.

Signature                                               Title

/s/Tom Evslin*                                    Chairman, President and
---------------------------------------------     Chief Executive Officer
Tom Evslin

/s/John G. Musci*                                 Director
---------------------------------------------
John G. Musci

/s/Edward B. Jordan                               Chief Financial and Accounting
----------------------------------------------    Officer and Director
Edward B. Jordan

/s/William P. Collatos*                           Director
---------------------------------------------
William P. Collatos

/s/Elon A. Ganor*                                 Director
---------------------------------------------
Elon A. Ganor

/s/Frederick R. Wilson*                           Director
---------------------------------------------
Frederick R. Wilson

By:   /s/Edward B. Jordan
      Edward B. Jordan, Attorney-in-Fact
EXHIBIT INDEX

         4.1        The    Registrant's    Third   Restated    Certificate   of
                    Incorporation.

         4.2        The  Registrant's By-Laws.

         5.1        Opinion of Lowenstein Sandler PC.

         23.1       Consent of Ernst & Young LLP.

         23.2       Consent of Lowenstein Sandler PC is included in Exhibit 5.1.

         24.1       Power of Attorney.