IDT CORP — Director's Dealing 2008

Nov 5, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: IDT CORP (IDT,IDT.C)
CIK: 0001005731
Period of Report: 2008-10-31

Reporting Person: JONAS HOWARD S (Director, Chairman of the Board, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-10-31	Class B Common Stock	A	3529063	—	Acquired	3830440	Direct
2008-10-31	Common Stock	A	2650000	—	Acquired	2650000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	8697418	Direct
Class A Common Stock	19570	Indirect
Class B Common Stock	19570	Indirect
Common Stock	1000000	Indirect
Common Stock	825142	Indirect
Class B Common Stock	3501	Indirect
Class B Common Stock	3577	Indirect
Class B Common Stock	3577	Indirect
Class B Common Stock	3577	Indirect
Class B Common Stock	3577	Indirect
Class B Common Stock	3577	Indirect
Class B Common Stock	363272	Indirect
Class B Common Stock	363272	Indirect
Class B Common Stock	363272	Indirect
Class B Common Stock	229108	Indirect
Class A Common Stock	1100000	Indirect
Class B Common Stock	700000	Indirect
Class B Common Stock	900000	Indirect
Class B Common Stock	4670	Indirect
Class B Common Stock	4670	Indirect
Class B Common Stock	4670	Indirect
Class B Common Stock	4670	Indirect
Class B Common Stock	4670	Indirect
Class B Common Stock	4670	Indirect

Footnotes

F1: As of October 31, 2008.

F2: These shares are held in trust for the benefit of the Reporting Person's children. The Reporting Person's spouse is trustee of the trust.

F3: Grant of restricted shares that vests as follows: 1,704,545 shares on January 15, 2012 and 1,824,737 shares on December 31, 2013.

F4: Grant of restricted shares that vests in full on December 31, 2013. Note that this grant is in lieu of the grant of 1,704,545 shares that was reported on Mr. Jonas' Form 4 that was filed on September 5, 2008.