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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1. Name and Address of Reporting Person * COURTER JAMES A   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) CEO and Vice Chairman (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               1,993 (1) I By 401(k) Plan Class B Common Stock, par value $.01 per share               50,920 (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)

$ 22.3

05/22/2006

D

11,111

12/15/2004

12/14/2014

Class B Common Stock

11,111

$ 2 (3)

0

D

Employee Stock Option (right to buy)

$ 22.3

05/22/2006

D

22,222

01/24/2005

12/14/2014

Class B Common Stock

22,222

$ 2 (3)

0

D

Employee Stock Option (right to buy)

$ 18.15

05/22/2006

D

11,111

12/15/2004

06/27/2014

Class B Common Stock

11,111

$ 2 (3)

0

D

Employee Stock Option (right to buy)

$ 18.15

05/22/2006

D

22,222

01/24/2005

06/27/2014

Class B Common Stock

22,222

$ 2 (3)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
COURTER JAMES A C/O IDT CORPORATION 520 BROAD STREET NEWARK, NJ 07102	X		CEO and Vice Chairman

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)	Shares of Restricted Stock, of which 18,697 are vested.
(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 $133,332, as consideration for the cancellation of all options reflected in this Form 4.

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