IDT CORP — Director's Dealing 2008

Feb 15, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAPHON CORP/DE (GOJO)
CIK: 0001021435
Period of Report: 2008-02-13

Reporting Person: IDT Capital, Inc. (10% Owner)
Reporting Person: IDT CORP (10% Owner)
Reporting Person: JONAS HOWARD S (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-02-13	Common Stock, par value $.01 per share	S	3703700	$.27	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-02-13	Warrants (right to buy)	$	S	1851800	Disposed	2010-02-01	Common Stock, par value $.0001 per share (1851800)	Direct

Footnotes

F1: This statement is filed by IDT Capital, Inc. ("IDT Capital") on behalf of itself, IDT Corporation ("IDT") and Howard S. Jonas ("Jonas"). The Common Stock and Warrants are directly beneficially owned by IDT Capital. IDT owns all of the outstanding shares of capital stock of IDT Capital, and Jonas owns approximately 64% of the voting power of IDT. Each of IDT and Jonas disclaims beneficial ownership of these shares and the inclusion of these shares in this statement shall not be deemed an admission that either IDT or Jonas beneficially owns these shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The business address of IDT is 520 Broad Street, Newark, N.J. 07102, and the business address of Jonas is c/o IDT Corporation, 520 Broad Street, Newark, N.J. 07102.

F2: N/A.

F3: Each Warrant is immediately exercisable to purchase one share of the Company's Common Stock at a price of $.40 per share.

F4: Immed.

F5: The Reportiong Person sold the Common Stock together with the Warrants for a total of $1,000,000.