EXHIBIT (a)(3)

                                  ELECTION FORM

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   THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON
               MARCH 25, 2002, UNLESS NET2PHONE EXTENDS THE OFFER.


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To:      Net2Phone, Inc.
         520 Broad Street, 12th. Floor
         Newark, New Jersey 07102
         Attn: Susan Burman
         Telephone:        (973) 438-3203
         Facsimile:        (973) 438-1201


         The table attached hereto delineates the options I hold to purchase
shares of common stock, par value $.01 per share ("Option Shares"), of
Net2Phone, Inc. (the "Company") outstanding under the Company's 1999 Amended and
Restated Stock Option and Incentive Plan (the "Plan") and that are eligible for
repricing under the Offer to Reprice dated February 11, 2002:






        We urge you to read carefully the Offer to Reprice dated February 11,
2002 and the accompanying Cover Letter, which were sent to your company e-mail
account, prior to deciding whether to elect to reprice all of your eligible
options. You may obtain additional copies of this Offer to Reprice, accompanying
Cover Letter and each of the documents to which we have incorporated by
reference into the Schedule TO which we filed with the Securities and Exchange
Commission in connection with the Offer (other than exhibits to such documents,
unless such exhibits are specifically incorporated by reference into such
documents), at no cost by contacting Susan Burman at Net2Phone Inc., 520 Broad
Street, Newark, New Jersey 07102 facsimile number (973) 438-3203, telephone
number (973) 438-3203.

________Pursuant to the terms and subject to the conditions of the Offer to
Reprice dated February 11, 2002, I hereby elect to reprice all of the eligible
options.





         You must complete and sign the following exactly as your name appears
on the option agreement or agreements evidencing the options listed above. If
the signature is by a trustee, executor, administrator, guardian,
attorney-in-fact or another person acting in a fiduciary or representative
capacity, please set forth the signer's full title and include with this
Election Form proper evidence of the authority of such person to act in such
capacity.




Signature:____________________________  Date:__________________________________
Name:_________________________________  Address:_______________________________
Capacity:_____________________________  _______________________________________
Tax ID/SSN:___________________________  Telephone No.:  (___) ___-____


                                 Net2Phone, Inc.





    Option Holder Name                  Grant
Outstanding    Outstanding
   Plan /       Next Vest     Grant No.    Type    Date     Shares    Price   Vested   Exercised