UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
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FORM 10-K/A

FOR ANNUAL AND TRANSITION REPORTS

PURSUANT TO SECTIONS 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE FISCAL YEAR ENDED JULY 31, 1997 OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

COMMISSION FILE NUMBER: 0-27898

IDT CORPORATION
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(Exact name of registrant as specified in its charter)

DELAWARE 22-3415036
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation and organization)

190 MAIN STREET

HACKENSACK, NEW JERSEY 07601
(Address of principal executive offices, including zip code)

(201) 928-1000
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.01
par value
(Title of class)

Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No __

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The aggregate market value of the voting stock held by non-affiliates of the
Registrant, based on the closing price of the Common Stock on December 31, 1997
of $20.25, as reported on the Nasdaq National Market, was approximately $227.7
million. Shares of Common Stock held by each officer and director and by each
person who owns 5% or more of the outstanding Common Stock have been excluded
from this computation in that such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive determination
for other purposes.

As of December 31, 1997 the Registrant had outstanding approximately
12,885,812 shares of Common Stock, $.01 par value, and approximately 10,255,909
shares of Class A Common Stock, $.01 par value.

EXPLANATORY NOTE: Part I, Part II, Part III and the Financial Statements set
forth in Item 14 of Part IV of this Form 10-K have been intentionally omitted
because this Amendment No. 2 does not effect any changes to such items. The
purpose of this filing is to update the Exhibits set forth in Item 14 of Part
IV.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a) The following documents are filed as part of this Report:

1. Financial Statements.

2. Financial Statement Schedules.

SCHEDULE NO. DESCRIPTION
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I. Valuation and Qualifying Accounts

3. Exhibits.

EXHIBIT
NO. DESCRIPTION
-------- --------------------------------------------------------------------------------

3.01(1) Restated Certificate of Incorporation of the Registrant.
3.02(1) By-laws of the Registrant.
4.01(2) Specimen Certificates for shares of the Registrant's Common Stock and Class A
Stock.
4.02(1) Description of Capital Stock (contained in the Certificate of Incorporation of
the Registrant, filed as Exhibit 3.01).
10.01(3) Employment Agreement between the Registrant and Howard S. Jonas.
10.02(3) Employment Agreement between the Registrant and Howard S. Balter.
10.03(4) Amended and Restated 1996 Stock Option and Incentive Plan of IDT Corporation.
10.04(4) Form of Stock Option Agreement under the 1996 Stock Option and Incentive Plan.
10.05(5) Network Service Provider Agreement between Netscape Communications Corporation
and the Registrant.
10.06(2) Form of Registration Rights Agreement between the Company's Stockholders and the
Company.
10.07(1) Lease of 294 State Street.
10.08* Lease of 190 Main Street.
10.09(6) Form of Registration Rights Agreement between Howard S. Jonas and the
Registrant.
10.10(7) Employment Agreement between the Registrant and James Courter.
10.11(5) Restated Sales Agreement between International Computer Systems, Inc. and the
Registrant.
10.12(5) Restated Consultant and Customer Support Agreement between the Registrant and
International Computer Systems, Inc.
10.13(8) Form of Debenture between the Registrant, RGC International Investors, LDC,
Pangaea Fund Ltd., Special Situations Private Equity Fund, L.P. and Halifax
Fund L.P.
10.14(8) Securities Purchase Agreement among the Registrant, RGC International Investors,
LDC, Pangaea Fund Ltd., Special Situations Private Equity Fund, L.P. and
Halifax Fund L.P.
10.15(8) Registration Rights Agreement among the Registrant, RGC International Investors,
LDC, Pangaea Fund Ltd., Special Situations Private Equity Fund, L.P. and
Halifax Fund L.P.

EXHIBIT
NO. DESCRIPTION
-------- --------------------------------------------------------------------------------

10.16- Warrants (No. 1 and No. 2) for the Purchase of Common Stock between the
Registrant and Prime Leasing, Inc.
10.17- Stock Purchase Agreement between the Registrant and Mr. David Turock.
10.18- Agreement between the Registrant and Mr. Clifford M. Sobel.
10.19* Employment Agreement between the Registrant and Mr. David Turock.
10.20* Loan and Security Agreement between the Registrant and Transamerica Business
Credit Corporation.
10.21* Revolving Credit Note issued by the Registrant to Transamerica Business Credit
Corporation.
10.22* Security Agreement executed by certain subsidiaries of the Registrant in favor
of Transamerica Business Credit Corporation.
10.23* Guaranty executed by certain subsidiaries of the Registrant in favor of
Transamerica Business Credit Corporation.
10.24- Employment Agreement between the Registrant and Mr. Hal Brecher.
21.01* Subsidiaries of the Registrant.
23.01- Consent of Ernst & Young LLP.
27.01- Financial Data Schedule.

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* filed herewith
- previously filed
(1) incorporated by reference to Form S-1 filed February 21, 1996, file No. 333-00204
(2) incorporated by reference to Form S-1 filed March 8, 1996, file No. 333-00204
(3) incorporated by reference to Form S-1 filed January 9, 1996, file No. 333-00204
(4) incorporated by reference to Form S-8 filed January 14, 1996, file No. 333-19727
(5) incorporated by reference to Form 10-K/A for the fiscal year ended July 31, 1996
filed November 21, 1996
(6) incorporated by reference to Form S-1 filed March 14, 1996, file No. 333-00204
(7) incorporated by reference to Form S-1 filed December 27, 1996, file No. 333-18901
(8) incorporated by reference to Form 8-K filed September 19, 1997

(b) Reports on Form 8-K. The Registrant filed one report on Form 8-K during the
fiscal year ended July 31, 1997, on September 19, 1997, relating to the
Company's issuance of $7,500,000 aggregate principal amount of convertible
subordinated debentures.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to the
Annual Report on Form 10-K to be signed on its behalf by the undersigned,
thereunto duly authorized.

IDT CORPORATION

By: /s/ HOWARD S. JONAS
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Howard S. Jonas
Chairman, Chief Executive Officer
and Treasurer
Date: February 2, 1998