As filed with the Securities and Exchange Commission on December 27, 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. 1998 Stock Incentive 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>

                                          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           7,700,000 shares(1)            $32.625              $251,212,500                $66,321
=======================================================================================================================
</TABLE>

(1) Plus such additional  shares of Common Stock as may be issuable  pursuant to
the anti-dilution provisions of the Registrant's Stock Incentive 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 December 22, 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), 14 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 27, 1999;

          (b) Our Quarterly  Report on Form 10-Q for the quarter ended September
30, 1999; and

          (c) 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

<PAGE>

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,

<PAGE>

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

<PAGE>

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 27th day of
December, 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 27th day of December, 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

                                                  Director
_________________________________________
William P. Collatos

                                                  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 is incorporated by reference to Exhibit
      4.1 to the  Registrant's  Registration Statement on
      Form S-8 (No. 333-88375).


4.2   The  Registrant's  By-Laws are  incorporated by reference
      to Exhibit 4.2 to the Registrant's Registration Statement
      on Form S-8 (No. 333-88375).

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.

<PAGE>

Exhibit 5.1

December 27, 1999

ITXC Corp.
600 College Road East
Princeton, New Jersey 08540

Dear Sirs:

In connection with the pending registration under the Securities Act of 1933, as
amended  (the  "Act"),  of  7,700,000  shares of common  stock of ITXC Corp.,  a
Delaware corporation (the "Company"), offered for sale pursuant to the Company's
1998 Stock  Incentive  Plan (the  "Shares"),  we have  examined  such  corporate
records,  certificates  and other documents and such questions of law as we have
considered  necessary or  appropriate  for the purposes of this opinion.  On the
basis of such examination,  we advise you that, when the Company's  Registration
Statement on Form S-8 relating to such Shares has become effective under the Act
and the Shares  have been  issued  and sold as  contemplated  by such Plan,  the
Shares will be validly issued, fully paid and non-assessable.

We  hereby  consent  to the  filing  of  this  opinion  as an  exhibit  to  such
Registration Statement.

Very truly yours,



LOWENSTEIN SANDLER  PC


<PAGE>

Exhibit 23.1

                         Consent of Independent Auditors


We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-00000) pertaining to the ITXC Corp. 1998 Stock Incentive Plan of our
report, dated February 3, 1999 (except for paragraphs 9 to 12 of Note 9 and Note
13, as to which the date is September 20, 1999) with respect to the consolidated
financial statements of ITXC Corp. included in its Registration  Statement (Form
S-1 No.  333-80411)  dated  September 27, 1999,  filed with the  Securities  and
Exchange Commission.

                                                    /s/ Ernst & Young LLP


MetroPark, New Jersey
December 23, 1999


<PAGE>

Exhibit 24.1

                                POWER OF ATTORNEY


          WHEREAS,  the undersigned  officers and directors of ITXC Corp. desire
to authorize  Tom I. Evslin,  John G. Musci and Edward B. Jordan to act as their
attorneys-in-fact  and  agents,  for the  purpose  of  executing  and  filing  a
registration statement on Form S-8, including all amendments thereto,

          NOW, THEREFORE,

          KNOW ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints Tom I. Evslin,  John G. Musci and Edward
B. Jordan , and each of them,  his true and lawful  attorney-in-fact  and agent,
with full  power of  substitution  and  resubstitution,  to sign a  Registration
Statement on Form S-8 registering up to 7,700,000  shares of the Common Stock of
ITXC Corp.  issuable pursuant to the ITXC Corp. Stock Incentive Plan,  including
any and all amendments and supplements  thereto,  and to file the same, with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully and to all intents  and  purposes as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or any of them, or their or his substitute or substitutes,  may lawfully
do or cause to be done by virtue hereof.


          IN  WITNESS  WHEREOF,  the  undersigned  have  executed  this power of
attorney in the following capacities as of the 23rd day of December, 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

                                                  Director
_____________________________________________
William P. Collatos

                                                  Director
_____________________________________________
Elon A. Ganor

/s/ Frederick R. Wilson                           Director
_____________________________________________
Frederick R. Wilson
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 20071}]
{"company-data": {"conformed-name": "ITXC CORP", "cik": "0001061895", "assigned-sic": "4813", "irs-number": "223531960"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-93613", "film-number": "99780432"}, "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 December 27, 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. 1998 Stock Incentive 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           7,700,000 shares(1)            $32.625              $251,212,500                $66,321
=======================================================================================================================
(1) Plus such additional  shares of Common Stock as may be issuable  pursuant to
the anti-dilution provisions of the Registrant's Stock Incentive 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 December 22, 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), 14 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 27, 1999;

          (b) Our Quarterly  Report on Form 10-Q for the quarter ended September
30, 1999; and

          (c) 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 27th day of
December, 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 27th day of December, 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

                                                  Director
_________________________________________
William P. Collatos

                                                  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 is incorporated by reference to Exhibit
      4.1 to the  Registrant's  Registration Statement on
      Form S-8 (No. 333-88375).

4.2   The  Registrant's  By-Laws are  incorporated by reference
      to Exhibit 4.2 to the Registrant's Registration Statement
      on Form S-8 (No. 333-88375).

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.
Exhibit 5.1

December 27, 1999

ITXC Corp.
600 College Road East
Princeton, New Jersey 08540

Dear Sirs:

In connection with the pending registration under the Securities Act of 1933, as
amended  (the  "Act"),  of  7,700,000  shares of common  stock of ITXC Corp.,  a
Delaware corporation (the "Company"), offered for sale pursuant to the Company's
1998 Stock  Incentive  Plan (the  "Shares"),  we have  examined  such  corporate
records,  certificates  and other documents and such questions of law as we have
considered  necessary or  appropriate  for the purposes of this opinion.  On the
basis of such examination,  we advise you that, when the Company's  Registration
Statement on Form S-8 relating to such Shares has become effective under the Act
and the Shares  have been  issued  and sold as  contemplated  by such Plan,  the
Shares will be validly issued, fully paid and non-assessable.

We  hereby  consent  to the  filing  of  this  opinion  as an  exhibit  to  such
Registration Statement.

Very truly yours,

LOWENSTEIN SANDLER  PC
Exhibit 23.1

                         Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-00000) pertaining to the ITXC Corp. 1998 Stock Incentive Plan of our
report, dated February 3, 1999 (except for paragraphs 9 to 12 of Note 9 and Note
13, as to which the date is September 20, 1999) with respect to the consolidated
financial statements of ITXC Corp. included in its Registration  Statement (Form
S-1 No.  333-80411)  dated  September 27, 1999,  filed with the  Securities  and
Exchange Commission.

                                                    /s/ Ernst & Young LLP

MetroPark, New Jersey
December 23, 1999
Exhibit 24.1

                                POWER OF ATTORNEY

          WHEREAS,  the undersigned  officers and directors of ITXC Corp. desire
to authorize  Tom I. Evslin,  John G. Musci and Edward B. Jordan to act as their
attorneys-in-fact  and  agents,  for the  purpose  of  executing  and  filing  a
registration statement on Form S-8, including all amendments thereto,

          NOW, THEREFORE,

          KNOW ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints Tom I. Evslin,  John G. Musci and Edward
B. Jordan , and each of them,  his true and lawful  attorney-in-fact  and agent,
with full  power of  substitution  and  resubstitution,  to sign a  Registration
Statement on Form S-8 registering up to 7,700,000  shares of the Common Stock of
ITXC Corp.  issuable pursuant to the ITXC Corp. Stock Incentive Plan,  including
any and all amendments and supplements  thereto,  and to file the same, with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully and to all intents  and  purposes as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or any of them, or their or his substitute or substitutes,  may lawfully
do or cause to be done by virtue hereof.

          IN  WITNESS  WHEREOF,  the  undersigned  have  executed  this power of
attorney in the following capacities as of the 23rd day of December, 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

                                                  Director
_____________________________________________
William P. Collatos

                                                  Director
_____________________________________________
Elon A. Ganor

/s/ Frederick R. Wilson                           Director
_____________________________________________
Frederick R. Wilson