Edgar Filing: BROWN STEPHEN RUSSELL

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 ^*

BROWN STEPHEN RUSSELL

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)
CFO & Treasurer

(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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $.01 per share								1,000	D
Class B Common Stock, par value $.01 per share								47,477 ⁽¹⁾	D
Class B Common Stock, par value $.01 per share								1,712 ⁽²⁾	I	By 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 14.45

05/22/2006

35,000

10/01/2003

09/05/2012

Class B Common Stock

35,000

$ 2 ⁽³⁾

Employee Stock Option (right to buy)

$ 14.45

05/22/2006

35,000

10/01/2004

09/05/2012

Class B Common Stock

35,000

$ 2 ⁽³⁾

Employee Stock Option (right to buy)

$ 14.45

05/22/2006

30,000

01/24/2005

09/05/2012

Class B Common Stock

30,000

$ 2 ⁽³⁾

Employee Stock Option (right to buy)

$ 14.95

05/22/2006

17,500

07/01/2003

01/02/2013

Class B Common Stock

17,500

$ 2 ⁽³⁾

Employee Stock Option (right to buy)

$ 14.95

05/22/2006

17,500

01/01/2004

01/02/2013

Class B Common Stock

17,500

$ 2 ⁽³⁾

Employee Stock Option (right to buy)

$ 14.95

05/22/2006

17,500

07/01/2004

01/02/2013

Class B Common Stock

17,500

$ 2 ⁽³⁾

Employee Stock Option (right to buy)

$ 14.95

05/22/2006

17,500

01/01/2005

01/02/2013

Class B Common Stock

17,500

$ 2 ⁽³⁾

Employee Stock Option (right to buy)

$ 14.95

05/22/2006

30,000

01/24/2005

01/02/2013

Class B Common Stock

30,000

$ 2 ⁽³⁾

Employee Stock Option (right to buy)

$ 22.3

05/22/2006

11,111

12/15/2004

12/14/2014

Class B Common Stock

11,111

$ 2 ⁽³⁾

Employee Stock Option (right to buy)

$ 22.3

05/22/2006

22,222

01/24/2005

12/14/2014

Class B Common Stock

22,222

$ 2 ⁽³⁾

Employee Stock Option (right to buy)

$ 18.15

05/22/2006

11,111

12/15/2004

06/27/2014

Class B Common Stock

11,111

$ 2 ⁽³⁾

Employee Stock Option (right to buy)

$ 18.15

05/22/2006

22,222

01/24/2005

06/27/2014

Class B Common Stock

22,222

$ 2 ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BROWN STEPHEN RUSSELL C/O IDT CORPORATION 520 BROAD STREET NEWARK, NJ 07102	X		CFO & Treasurer

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)	Includes 46,477 shares of Restricted Stock, of which 17,588 are vested.
(2)	As of April 28, 2006.
(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 $533,332, as consideration for the cancellation of all options reflected in this Form 4.

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