UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section13 or15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest reported event): March 6, 2009

IVOICE, INC.
(Exact name of registrant as specified in its chapter) 

NEW JERSEY 000-29341 51-0471976
--------------------------------------------------------------------------------
(State of (Commission (I.R.S. Employer
organization) File Number) Identification No.)


 750 HIGHWAY 34, MATAWAN, NJ 07747
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(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (732) 441-7700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (SEE General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act


(17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act


(17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On March 9, 2009, the Company entered into Amendment No 3 to the Employment Agreement with Jerome Mahoney, President and Chief Executive Officer of the Company whereby the term of the Employment Agreement was extended to April 30, 2016. This Amendment is filed as Exhibit 10.1 herein.

SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.

On March 6, 2009, the Company filed with the State of New Jersey an Amendment to the Certificate (the "Amendment") that provided holders of the Company's Class B Common Stock (the "Class B Stock") the right to redeem the Class B Stock. The Amendment provides for the holders to elect, at the holder's sole discretion, the redemption for cash by the Company at the rate of $1.00 for each Class B Share presented to the Corporation for redemption. The Amendment is filed as Exhibit 3.1 herein.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. 

(d) Exhibits

3.1 Amendment to the Certificate of Incorporation dated March 6, 2009.

10.1 Amendment No. 3 to the Employment Agreement between iVoice, Inc. and
 Jerome Mahoney dated March 9, 2009.

SIGNATURE

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 hereunto duly authorized.

IVOICE, INC, 

Date: March 13, 2009 By: /s/ Jerome R. Mahoney
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 Jerome R. Mahoney
 President, Secretary and Chief
 Executive Officer

INDEX OF EXHIBITS 

3.1 Amendment to the Certificate of Incorporation dated March 6, 2009.

10.1 Amendment No. 3 to the Employment Agreement between iVoice, Inc. and
 Jerome Mahoney dated March 9, 2009.