Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 26, 2020, the Board of Directors of IDT Corporation (the "Company") adopted the Company's Fifth Amended and Restated By-Laws, effective as of March 26, 2020, with the following effect:

· Amending Article II, Section 2 and Article III, Section 1 to provide that

directors will be elected to the board of directors by a majority vote of

stockholders, not by a plurality vote of stockholders.

· Amending Article II, Section 7; Article III, Section 4; and Article VI, Section

1 to allow (or clarify provisions) for electronic delivery of notice under the

Second Amended and Restated By-Laws.

· Adding Article V, Section 5 authorizing uncertificated shares.

· Amending Article VIII to provide for indemnification of officers and directors


   to the maximum extent provided for under the Delaware General Corporation Law
   without the requirement for pre-approval by the board of directors, outside
   counsel, or the stockholders of the Company.

The foregoing description of changes to the Company's By-Laws is qualified in its entirety by reference to the text of the Company's Fifth Amended and Restated By-Laws that are attached hereto as Exhibit 3.1.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.




Exhibit No   Document
3.1            IDT Corporation Fifth Amended and Restated By-Laws (as amended on
             March 26, 2020)

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