Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
KNOLLER MARC E
   2. Issuer Name and Ticker or Trading Symbol
IDT CORP [IDT,IDT.C] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior Vice President
(Last)
(First)
(Middle)
C/O IDT CORPORATION, 520 BROAD STREET		 3. Date of Earliest Transaction (Month/Day/Year)
05/22/2006
(Street)

NEWARK, NJ 07102		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class B Common Stock, par value $.01 per share               1,929 (1) I By 401(k) Plan
Class B Common Stock, par value $.01 per share               35,080 (2) D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 18.15 05/22/2006   D     8,334 12/15/2004 06/27/2014 Class B Common Stock 8,334 $ 2 (3) 0 D  
Employee Stock Option (right to buy) $ 18.15 05/22/2006   D     16,666 01/24/2005 06/27/2014 Class B Common Stock 16,666 $ 2 (3) 0 D  
Employee Stock Option (right to buy) $ 22.3 05/22/2006   D     8,334 12/15/2004 12/14/2014 Class B Common Stock 8,334 $ 2 (3) 0 D  
Employee Stock Option (right to buy) $ 22.3 05/22/2006   D     16,666 01/24/2005 12/14/2014 Class B Common Stock 16,666 $ 2 (3) 0 D  
Employee Stock Option (right to buy) $ 14.95 05/22/2006   D     12,500 07/01/2003 01/02/2013 Class B Common Stock 12,500 $ 2 (3) 0 D  
Employee Stock Option (right to buy) $ 14.95 05/22/2006   D     12,500 01/01/2004 01/02/2013 Class B Common Stock 12,500 $ 2 (3) 0 D  
Employee Stock Option (right to buy) $ 14.95 05/22/2006   D     12,500 07/01/2004 01/02/2013 Class B Common Stock 12,500 $ 2 (3) 0 D  
Employee Stock Option (right to buy) $ 14.95 05/22/2006   D     12,500 01/01/2005 01/02/2013 Class B Common Stock 12,500 $ 2 (3) 0 D  
Employee Stock Option (right to buy) $ 14.95 05/22/2006   D     25,000 01/24/2005 01/02/2013 Class B Common Stock 25,000 $ 2 (3) 0 D  
Employee Stock Option (right to buy) $ 14.45 05/22/2006   D     25,000 10/01/2003 09/05/2012 Class B Common Stock 25,000 $ 2 (3) 0 D  
Employee Stock Option (right to buy) $ 14.45 05/22/2006   D     25,000 10/01/2004 09/05/2012 Class B Common Stock 25,000 $ 2 (3) 0 D  
Employee Stock Option (right to buy) $ 14.45 05/22/2006   D     25,000 01/24/2005 09/05/2012 Class B Common Stock 25,000 $ 2 (3) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
KNOLLER MARC E
C/O IDT CORPORATION
520 BROAD STREET
NEWARK, NJ 07102		   X     Senior Vice President  

Signatures

 Joyce J. Mason, by Power of Attorney   05/24/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) As of April 28, 2006.
(2) Consists of 32,496 shares of Restricted Stock, of which 12,496 are vested, and 2,584 shares of stock purchased through the Issuer's Employee Stock Purchase Plan.
(3) The option was canceled pursuant to a Tender Offer by IDT Corporation and accepted by the reporting person. The reporting person received $2.00 per underlying share per option, equaling an aggregate amount of $400,000, as consideration for the cancellation of all options reflected in this Form 4.

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