UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
            Annual Report for the Fiscal year ended December 31, 2000

                             TTR TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

Delaware                           0-22055                 11-3223672
(State or Other Jurisdiction       Commission File         IRS Employer
of Incorporation)                  Number)                 Identification No.)

                           2 HaNagar Street, Kfar Saba
                    (Address of Principal Executive Offices)

                                  011-972-9-766-2393
              (Registrant's Telephone Number, including Area Code)

[Mark One]

|X| Annual report under Section 13 or 15(d) of the Securities Exchange Act of
1934 For the fiscal year ended December 31, 2000

|_| Transition report under Section 13 or 15(d) of the Securities Exchange Act
of 1934

Securities registered under Section 12(b) of the Exchange Act:

      Title of each Class:          Name of each exchange on which registered
            None                          None

         Securities registered under Section 12(g) of the Exchange Act:

            Common Stock, par value $0.001
                  (Title of Class)

      Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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. |X| Yes
|_| No

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained, 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. |_|

      As of March 27, 2001, the Registrant had outstanding 17,356,340 shares of
Common Stock, $0.001 par value per share. The aggregate market value of such
common stock held by non-affiliates of the Registrant at March 27, 2001 was
approximately $84 million. Such market value was calculated by using the closing
price of such common stock as of such date as reported on the NASDAQ National
Market.

<PAGE>

                               EXPLANATORY NOTICE

      This Amendment No. 2 to Annual Report on From 10-K/A (this "Amendment")
amends the Annual Report on Form 10-K filed by TTR Technologies, Inc., a
Delaware corporation (the "Company"), on March 29, 2001, as amended by Amendment
No. 1 to Annual Report on Form 10-K/A filed by the Company on April 24, 2001 (as
amended, the "Original Annual Report"). The sole purpose of this Amendment is to
amend Item 14 of the Original Annual Report to include as an exhibit thereto the
consent of the Company's independent accountants (the "Accountant's Consent") to
inclusion of such accountant's report on the Company's financial statements for
the year ended December 31, 2000 in various filings under the Securities Act of
1933, as amended. The Accountant's Consent is attached hereto as Exhibit 23.1.

Item 14 Financial Statements and Exhibits

      (c) Exhibits

Exhibit No.

23.1        Consent of Brightman Almagor & Co., a member of Deloitte Touche
            Tohmatsu, certified public accountants.

                                   SIGNATURES

      Pursuant to the requirements 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.

                                             TTR TECHNOLOGIES, INC.
                                             Registrant


Date: July 13, 2001                          /s/ Marc D. Tokayer
                                             ---------------------------
                                             Marc D. Tokayer
                                             President and
                                             Chief Executive Officer

<PAGE>

                                INDEX TO EXHIBITS

Exhibit No.
-----------

Consent of Brightman Almagor & Co., a member of Deloitte Touche Tohmatsu ,
certified public accountants (filed herewith).