SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------

                                   F O R M 6-K

       REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934

                          For the month of August 2005

                        MER TELEMANAGEMENT SOLUTIONS LTD.
                              (Name of Registrant)

                    22 Zarhin Street, Ra'anana 43662, Israel
                     (Address of Principal Executive Office)

                  Indicate by check mark whether the registrant files or will
file annual reports under cover of Form 20-F or Form 40-F.

                           Form 20-F  [X]   Form 40-F [ ]

                  Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]

                  Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]

                  Indicate by check mark whether by furnishing the information
contained in this Form, the registrant is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934.

                                 Yes [ ] No [X]

                  If "Yes" is marked, indicate below the file number assigned to
the registrant in connection with Rule 12g3-2(b): 82-__________


This Form 6-K is being incorporated by reference into the Registrant's Form S-8
Registration Statements File Nos. 333-12014 and 333-123321.







                        MER Telemanagement Solutions Ltd.



6-K Items

     1.   Press  Release re MTS Raises $2.8 Million  Through  Private  Placement
          dated August 10, 2005.





                                                                          ITEM 1











Press Release                          Source: Mer Telemanagement Solutions Ltd.

MTS Raises $2.8 Million Through Private Placement

Wednesday August 10, 8:38 am ET

- - Agreement  Provides for Additional $1.5 Million of Funding Through Exercise of
Warrants -

RA'ANANA, Israel, Aug. 10 /PRNewswire-FirstCall/ -- MTS -- Mer Telemanagement
Solutions Ltd. (Nasdaq: MTSL - News), a global provider of Operations Support
Systems (OSS) for comprehensive Telecommunication Management and Customer Care &
Billing solutions, announced today that it has entered into definitive
agreements with institutional and private investors for a private placement of
ordinary shares and warrants to purchase ordinary shares that has raised $2.8
million and, if the warrants are exercised in full, $4.3 million in total.
Proceeds from the financing will be used to execute the Company's growth
strategy and to fund expanding activities in R&D and sales & marketing.

Pursuant to the agreements, MTS has issued an aggregate 937,500 ordinary shares
at $3.00 per share. In addition, the Company provided the investors with
warrants to purchase an aggregate 375,000 additional ordinary shares of MTS at
an exercise price of $4.00 per share. Each investor received warrants to
purchase two ordinary shares for each five ordinary shares purchased. The
warrants will become exercisable six months after their issuance and must be
exercised within three and a half years after they become exercisable.

The Company has agreed to file a registration statement covering the shares and
the shares issuable upon exercise of the warrants issued in the transaction.

APEX  Underwriting  Ltd. acted as exclusive  placement  agent for the securities
sold in this transaction.

Eytan Bar, President and Chief Executive Officer, stated, "MTS has seen
increased interest and demand for its solutions from direct customers, vendors
and system integrators. The funds raised in this offering allow us to continue
our growth strategy as planned. We believe this commitment from APEX
Underwriting Ltd. and the Israeli institutional and private investors
demonstrates their enthusiasm for the MTS business strategy and market
potential."

Shlomi Hagai, Corporate Chief Operating Officer and Chief Financial Officer,
stated, "Our cash position has significantly improved as a result of this
financing. We plan to invest the funds in operational activities that we believe
will drive future growth and improve profitability."

About MTS

Mer Telemanagement Solutions Ltd. is a global provider of operations support
systems (OSS) for comprehensive telecommunication management and customer care &
billing solutions. MTS' OSS is a full-featured customized solution for
telecommunications management and customer care & billing. Its
telecommunications enterprise resource planning (ERP) application suite is used
by corporations and organizations to improve the efficiency and performance of
all telecommunication and information technology (IT) operations, and to
significantly reduce associated costs. Its affordable customer care and billing
(CC&B) solutions are used by service providers and operators to support
sophisticated billing, web-based self-provisioning and other revenue-generating
applications.







Headquartered in Israel, MTS markets through wholly owned subsidiaries in the
United States, Hong Kong, Holland, and Brazil, and through OEM partnerships with
Siemens, Phillips, and other PABX vendors. Its legacy call accounting solutions
have been installed by over 60,000 customers in 60 countries. MTS' shares are
traded on the Nasdaq SmallCap Market (symbol MTSL). For more information please
visit the MTS web site: http://www.mtsint.com

Certain matters discussed in this news release are forward-looking statements
that involve a number of risks and uncertainties including, but not limited to,
risks in product development plans and schedules, rapid technological change,
changes and delays in product approval and introduction, customer acceptance of
new products, the impact of competitive products and pricing, market acceptance,
the lengthy sales cycle, proprietary rights of the Company and its competitors,
risk of operations in Israel, government regulations, dependence on third
parties to manufacture products, general economic conditions and other risk
factors detailed in the Company's filings with the United States Securities and
Exchange Commission.

     Contacts:

     Company:                                  Investor Relations:

     Shlomi Hagai                              Kathy Price
     Corporate COO & CFO                       Managing Director
     MTS - MER Telemanagement Solutions        The Anne McBride Company, Inc.
     Tel: +972-9762-1733                       Tel: 212-983-1702 ext. 212
     Email: Shlomi.Hagai@mtsint.com            Email: kprice@annemcbride.com








                                   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.



                                            MER TELEMANAGEMENT SOLUTIONS LTD.
                                                    (Registrant)



                                            By: /s/Eytan Bar
                                                ------------
                                                Eytan Bar
                                                President and
                                                Chief Executive Officer



Date:  August 10, 2005