We examine the two-photon exchange corrections to elastic electron-proton scattering within a dispersive approach, including contributions from both nucleon and ∆ intermediate states. The dispersive analysis avoids off-shell uncertainties inherent in traditional approaches based on direct evaluation of loop diagrams, and guarantees the correct unitary behavior in the high energy limit.Using empirical information on the electromagnetic nucleon elastic and N ∆ transition form factors, we compute the two-photon exchange corrections both algebraically and numerically. Results are compared with recent measurements of e + p to e − p cross section ratios from the CLAS, VEPP-3 and OLYMPUS experiments, as well as with polarization transfer observables.