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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





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FORM 10-K/A

(Amendment No. 2)





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|  |  |                                                                                     
|- |  | ------------------------------------------------------------------------------------
|x |  | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934





for the fiscal year ended December 31, 2003.





|  |  |                                                                                         
|- |  | ----------------------------------------------------------------------------------------
| ̈ |  | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934





for the transition period from to .





Commission File Number 0-26739





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ITXC CORP.

(Exact name of registrant as specified in its charter)





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|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 22-3531960                             
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)





750 College Road East, Princeton, New Jersey 08540

(609) 750-3333

(Address and telephone number, including area code, of

registrants principal executive office)





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





Securities registered pursuant to Section 12(g) of the Act:





Title of each class





Common Stock, par value $.001 per share





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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 the 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.    x



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act.)    Yes    x    No ̈



The aggregate market value of the voting common equity of the registrant held by non-affiliates (for this purpose, persons
and entities other than executive officers, directors, and 5% or more shareholders) of the registrant, as of the last business day of the registrants most recently completed second fiscal quarter (June 30, 2003), was $83.9 million.



Number of shares of Common Stock outstanding as of January 31, 2004:
43,255,441



Documents incorporated by reference: None.



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EXPLANATORY NOTE



This Amendment No. 2 on Form 10-K/A to the Annual Report on Form 10-K (the Annual Report) of ITXC Corp. (the
Company or ITXC) filed on March 15, 2004 with the Securities & Exchange Commission (the SEC) as amended by Amendment No. 1 on Form 10-K/A filed with the SEC on April 27, 2004 is filed solely for the purposes
of correcting errors in the disclosure of security ownership contained in Item 12 of the Annual Report in that (a) in the case of Tom I. Evslin, shares held by the Evslin Foundation referred to in footnote (2) to the beneficial ownership table were
inadvertantly omitted from the total in the table, (b) in the cases of Edward B. Jordan and Tom I. Evslin, warrants were inadvertantly omitted from footnote (1) to the table, (c) the beneficial ownership percentages were recalculated to give effect
to SEC rules regarding the treatment of exercisable stock options and warrants and (d) clarifications have been added with respect to shares held in joint tenancy by Mr. Evslin and the ownership of Mr. Wilsons stock options. Except as
described above, no other amendments are being made herein to the Annual Report. This Form 10-K/A does not reflect events occurring after the March 15, 2004 filing of our Annual Report or modify or update the disclosure contained in the Annual
Report in any way other than as required to reflect the amendments discussed above and reflected below.



ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



Pursuant to an Agreement and Plan of Merger, dated as of November 4, 2003, by and among Teleglobe Bermuda Holdings Ltd (formerly Teleglobe International
Holdings Ltd and referred to in this Item 12 as Teleglobe), VEX Merger Subsidiary Corp., a Delaware corporation and a direct or indirect wholly-owned subsidiary of Teleglobe (the Merger Sub), and the Company (the Merger
Agreement), Teleglobe, the Company and certain stockholders of the Company (collectively, the Stockholders) entered into a voting agreement, dated as of November 4, 2003 (the Voting Agreement). As a result of the terms
of the Merger Agreement and the Voting Agreement and as reported by Teleglobe in a filing on Schedule 13D made by Teleglobe on November 14, 2003 with the SEC, Teleglobe may be deemed to be the beneficial owner of 10,884,912 shares of ITXCs
common stock, representing at the time of its filing approximately 23% of ITXCs outstanding common stock. Upon consummation of the Merger described in the Merger Agreement, a change of control of ITXC will occur, as ITXC will become a
wholly-owned subsidiary of an affiliate of Teleglobe. At that time, stockholders of ITXC immediately prior to the effective time of the Merger will own approximately 27.75% of the outstanding common stock of the combined company excluding
outstanding options and warrants, and approximately 31.2% of the combined company on a fully diluted basis.



Pursuant to the Voting Agreement, among other things, Teleglobe, the Company and the Stockholders agreed to terms pursuant to which each Stockholder shall
vote or consent (or cause to be voted or consented) all of the shares subject to the Voting Agreement (a) in favor of the adoption of the Merger Agreement and the approval of other actions contemplated by the Merger Agreement and the Voting
Agreement and any actions required in furtherance thereof, and (b) in opposition of any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company



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under the Merger Agreement or the Voting Agreement, and any action which, in Teleglobes reasonable judgment, is
intended to or could reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect the Merger or the transactions contemplated by the Voting Agreement and the Merger Agreement.



The following table sets forth the beneficial ownership of shares of
ITXCs common stock as of March 31, 2004 by each stockholder of the Company known to beneficially own more than five percent of ITXCs common stock (excluding Teleglobe), by the directors of the Company, by the executive officers named in
the Summary Compensation Table above and by all directors and executive officers of the Company as a group. Information in this table was furnished to the Company by the respective directors and executive officers.





|                                                             |  |                         |        |  |            |  
|------------------------------------------------------------ |  | ----------------------- | ------ |  | ---------- | -
|Name                                                         |  | SharesBeneficiallyOwned |        |  | Percentage |  
|Executive Officers and Directors                             |  |                         |        |  |            |  
|Tom I. Evslin                                                |  | 7,428,362               | (1)(2) |  | 16.71      | %
|Edward B. Jordan                                             |  | 1,617,108               | (1)(3) |  | 3.62       | %
|Steven J. Ott                                                |  | 498,361                 | (1)    |  | 1.14       | %
|John Landau                                                  |  | 75,000                  | (1)    |  | *          |  
|Theodore M. Weitz                                            |  | 62,015                  | (1)(4) |  | *          |  
|Leo Cyr                                                      |  | 0                       |        |  | *          |  
|Frank Gill                                                   |  | 49,240                  | (1)    |  | *          |  
|Frederick R. Wilson                                          |  | 342,711                 | (1)(5) |  | *          |  
|All executive officers and directors as a group (10 persons) |  | 10,561,535              | (1)    |  | 22.61      | %

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|* | Represents less than one percent.
|- | ---------------------------------



(1)  The table above includes the following number of shares which the following persons may acquire under options and warrants held as of March
31, 2004 and exercisable within 60 days of such date:



|                                                |  |          
|----------------------------------------------- |  | ---------
|Tom I. Evslin                                   |  | 1,020,162
|Edward B. Jordan                                |  | 1,284,604
|Steven J. Ott                                   |  | 378,832  
|John Landau                                     |  | 75,000   
|Theodore M. Weitz                               |  | 55,000   
|Frank Gill                                      |  | 32,500   
|Fred Wilson                                     |  | 12,500   
|All executive officers and directors as a group |  | 3,275,263



(2)  Includes 1,025,833 shares beneficially owned by Mr. Evslins spouse and 4,100,362 shares which Mr. Evslin owns as joint tenant with his spouse. Also includes 459,000 shares held by The Evslin Family Foundation, Inc., a
charitable foundation for which Mr. and Mrs. Evslin serve as two of the three trustees. With the exception of shares held with his spouse as joint tenants, Tom I. Evslin disclaims beneficial ownership of the shares owned beneficially by his spouse
directly and as trustee, as well as the shares owned by the charitable foundation. Mr. Evslins principal business address is 750 College Road East, Princeton, New Jersey 08540.



(3) Mr. Jordans shares include 24,700 shares beneficially owned by his children, who are minors. Mr. Jordan disclaims
beneficial ownership of the shares beneficially owned by his children.



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(4)  Includes 250 shares held through a 401(k) plan.



(5)  With the exception of Mr. Wilsons options, these shares
are held by F.J. Wilson Partners, L.P., of which Mr. Wilson is a general partner. Mr. Wilson disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.



The following table gives information, as of December 31, 2003, about
options, warrants and rights granted under the Companys stock incentive plan, which represents the only equity compensation plan utilized by the Company. Warrants granted to the Companys Chief Executive Officer and its then Chief
Financial Officer as part of a bridge financing effected prior to the time that the Company became a public company are not included in this table.



|                                                       |  |                                                                                                 |  |                                                                                |  |                                                                                                                                              
|------------------------------------------------------ |  | ----------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------
|Plan Category                                          |  | (a) Number Of Securities To Be Issued Upon Exercise Of Outstanding Options, Warrants and Rights |  | (b) Weighted-Average Exercise Price OfOutstanding Options, Warrants and Rights |  | (c) Number Of SecuritiesRemaining Available For Future Issuance Under Equity Compensation Plans(Excluding Securities Reflected In Column (a))
|Equity Compensation Plans Approved by Shareholders     |  | 6,681,267                                                                                       |  | $4.59                                                                          |  | 4,349,061                                                                                                                                    
|Equity Compensation Plans Not Approved by Shareholders |  |                                                                                                |  |                                                                               |  |                                                                                                                                             
|Total                                                  |  | 6,681,267                                                                                       |  | $4.59                                                                          |  | 4,349,061                                                                                                                                    



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SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on the 4th day of May, 2004.





ITXC CORP.By:

/S/    ANTHONY SERVIDIOName:   Anthony Servidio Title:
    Chief Financial Officer






Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on the 4th day of May, 2004.





|                                                |  |                                                
|----------------------------------------------- |  | -----------------------------------------------
|Name                                            |  | Title                                          
|                                                | 
|/S/    TOM I.
EVSLIN*Tom I. Evslin*             |  | Chairman, President and Chief Executive Officer
|                                                | 
|/S/    EDWARD B.
JORDAN*Edward B. Jordan*       |  | Director                                       
|                                                | 
|/S/    FRANK
GILL*Frank Gill*                   |  | Director                                       
|                                                | 
|/S/    LEO J.
CYR*Leo J. Cyr*                   |  | Director                                       
|                                                | 
|/S/    FREDERICK R.
WILSON*Frederick R. Wilson* |  | Director                                       
|                                                | 
|/S/    ANTHONY
SERVIDIOAnthony Servidio         |  | Chief Financial and Accounting Officer         



|     |  |                                  
|---- |  | ---------------------------------
|*By: |  | /S/   
 ANTHONY
SERVIDIO         
|     |  | Anthony Servidio Attorney-in-Fact



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EXHIBIT INDEX





31.1    Certification of
the Chief Executive Officer as required by Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



31.2    Certification of the Chief Financial Officer as required by Rule 13a-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.