6-K

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

For the month of August, 2009
Commission File Number: 000-31215

MIND C.T.I. LTD.

(Translation of registrant’s name into English)

Industrial Park, Building 7, P.O.Box 144, Yoqneam 20692, Israel

(Address of principal executive offices)

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

Form 20-F x Form 40-F o

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): N/A

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): N/A

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 o No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- N/A

INCORPORATION BY REFERENCE

The Registrant’s 2008 audited consolidated financial statements and the related accountant’s consent attached as Exhibits 2 and 3 to this Report on Form 6-K are hereby incorporated by reference into: (i) the Registrant’s Registration Statement on Form S-8, Registration No. 333-117054; (ii) the Registrant’s Registration Statement on Form S-8, Registration No. 333-100804; and (iii) the Registrant’s Registration Statement on Form S-8, Registration No. 333-54632.

CONTENTS

This report on Form 6-K of the registrant consists of the following Exhibits, which are attached hereto and incorporated by reference herein:

1. Press Release: MIND CTI Reports Cash Flow from Operating Activities of $2.1 Million in Q2 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date August 19, 2009 By Order of the Board of Directors,

/s/ Monica Eisinger
——————————————
Monica Eisinger
Chairperson of the Board of Directors,
President and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number Description of Exhibit

1. Press Release: MIND CTI Reports Cash Flow from Operating Activities of $2.1 Million in Q2 2009.

EX-99

Exhibit 1

MIND CTI Reports Cash Flow from Operating Activities of $2.1 Million in Q2 2009
New Win for Convergent End-to-End Billing with US Mobile Carrier

Yoqneam, Israel, August 19, 2009 – MIND C.T.I. LTD. (NasdaqGM:MNDO), a leading provider of convergent end-to-end billing and customer care product based solutions for service providers as well as telecom expense management (call management) solutions, today announced results for the second quarter 2009.

Financial Highlights of Q2 2009

— Revenues were $4.4 million, compared with $5.1 million in the second quarter of 2008.

— Operating income, excluding amortization of intangible assets of $84 thousand and equity-based compensation expense of $35 thousand, was $184 thousand, or 4.2 % of revenue. Operating income was adversely impacted by a one-time charge to cost of revenues in the amount of $694 thousand driven by a write-off of deferred charges, which was partially offset by corresponding deferred revenue in the amount of $379 thousand.

— GAAP operating income was $65 thousand, or 1.5 % of revenue.

— Non-GAAP net loss was $635 thousand or $0.03 per share.

— GAAP net loss was $754 thousand or $0.04 per share.

— Cash flow from operating activities was $2.1 million.

— Backlog as of June 30, 2009 includes $7.2 million that is expected to be billed by year-end.

— Cash position increased to $11.8 million as of June 30, 2009, after a $305 thousand expenditure for the buyback of 288 thousand Company shares in the second quarter.

New Win
In the second quarter MIND secured a new customer, a regional mobile operator in the US that offers postpaid and prepaid wireless, Internet, long distance and paging services. This is a license contract that will be deployed and recognized over the next four quarters and includes commitment for future support and maintenance services. The solution includes MIND’s convergent modules that support multiple services through point of sale, inventory management, customer care, electronic bill presentment & payment, self care, rating, billing, provisioning and mediation.

Monica Eisinger, Chairperson and CEO, commented: “While we experienced write-offs of deferred charges and deferred revenues related to two customers that terminated long term contracts due to lack of financing, we see the second quarter as a positive one. Excluding the one-time charges, our cost structure is at the planned levels. We have signed a new customer during the quarter and we believe that business for us is picking up as we have seen more opportunities since the quarter’s end.”

Revenue Distribution for Q2 2009
We operate globally and we continue to focus mainly in the Americas and Europe. Sales in the Americas represented 40.3% and sales in Europe represented 51.8% of total revenue.

Revenue from customer care and billing software totaled $3.9 million, while revenue from enterprise call management software was $540 thousand. The revenue from licenses was $1.3 million, or 30.5%, and we generated revenue of $3.1 million, or 69.5%, from maintenance and additional services.

Auction Rate Security Status and Impairment
As previously announced, on February 20, 2008, we filed a Statement of Claim with the Financial Industry Regulatory Authority, which was amended and filed on February 9, 2009, and commenced arbitration proceedings against Credit Suisse, the bank that invested funds in asset backed auction rate securities called “Mantoloking CDO” on behalf of the Company. 

Mantoloking CDO #564616AB6 is rated Ca by Moody’s and CC by S&P. Meanwhile, we continue to receive interest payments every month on the held security.

As previously stated, due to the lack of availability of observable market quotes on our investment in auction rate securities, the fair value was estimated by an external investment advisor, based on a valuation model. The investment advisor’s model considered the structure of the security, the quality of the collateral and the default risks, and the liquidity determinants affecting the security. As of June 30, 2009, the fair value of our holding in ARS was $55 thousand. As such, we recorded an impairment of ARS in the amount of $886 thousand during the second quarter of 2009.

We intend to pursue the arbitration vigorously. The arbitration hearing is now scheduled for November – December 2009, but no predictions of the timing of a resolution or possible outcomes can be made at this time.

Securities Class Action Lawsuit
We have recently learned that a purported class action securities lawsuit has been filed against MIND, our Chairperson and CEO and two former officers in the U.S. District Court for the Southern District of New York. The complaint seeks unspecified compensatory damages for, among other things, alleged misleading statements relating primarily to the Company’s investment in auction rate securities. MIND intends to defend against the complaint if and when served.

Buyback Update
In September 2008 MIND announced its intention to execute for the first time a buyback program. At that time, the Board of Directors authorized a plan for the repurchase of up to 2.1 million of the Company’s ordinary shares in the open market, in an amount in cash of up to $2.8 million. On February 18, 2009, the Board approved an increase in the number of the Company’s shares to be purchased pursuant to the buyback program, in the amount of up to $1.2 million, as part of the original $2.8 million amount, which was previously approved.

The buyback started in November 2008 and the Company has purchased until July 31, 2009 a total of 2.8 million shares for a total of approximately $2.3 million. The Company does not intend to make further repurchases at this time.

About MIND
MIND CTI Ltd. is a leading provider of convergent end-to-end billing and customer care product based solutions for service providers as well as telecom expense management (call management) solutions. MIND provides a complete range of billing applications for any business model (license, managed service or complete outsourced billing service) for Wireless, Wireline, VoIP and Quad-play carriers in more than 40 countries around the world.

A global company, with over ten years of experience in providing solutions to carriers and enterprises, MIND operates from offices in the United States, UK, Romania and Israel.

For more information, visit MIND at: www.mindcti.com. The financial results can be found in the Investors section and in our Form 6-K as well.

Cautionary Statement for Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995: All statements other than historical facts included in the foregoing press release regarding the Company’s business strategy are “forward-looking statements.” These statements are based on management’s beliefs and assumptions and on information currently available to management. Forward-looking statements are not guarantees of future performance, and actual results may materially differ. The forward-looking statements involve risks, uncertainties, and assumptions, including the risks discussed in the Company’s filings with the United States Securities Exchange Commission. The Company does not undertake to update any forward-looking information.

For more information please contact:
Andrea Dray
MIND CTI Ltd.
Tel: +972-4-993-6666
investor@mindcti.com

MIND C.T.I. LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30			December 31,
	2009			2008
	(Unaudited)			(Audited)
	U.S. $ in thousands
A s s e t s
CURRENT ASSETS:
Cash and cash equivalents	$	8,703		$	9,722
Short term bank deposits		3,099			-
Accounts receivable:
Trade		2,884			3,462
Other		205			275
Prepaid expenses		122			36
Deferred Charges		41			124
Other Current Assets		46			80
Total current assets		15,100			13,699
INVESTMENTS AND OTHER NON CURRENT ASSETS:
Severance Pay Fund		994			657
Long-term investment		55			941
Deferred charges		135			467
Deferred Income Tax		38			69
PROPERTY AND EQUIPMENT, net of accumulated depreciation
and amortization		1,121			1,287
INTANGIBLE ASSETS, net of accumulated amortization		841			917
GOODWILL		6,041			5,965
Total assets	$	24,325		$	24,002
Liabilities and shareholders' equity
CURRENT LIABILITIES :
Accounts payable and accruals:
Trade	$	330		$	466
Other		1,609			1,720
Deferred revenues		3,121			1,845
Total current liabilities		5,060			4,031
LONG TERM LIABILITIES :
Deferred revenues		122			239
Employee rights upon retirement		1,292			1,298
Total liabilities		6,474			5,568
SHAREHOLDERS' EQUITY:
Share capital		54			54
Additional paid-in capital		53,813			53,742
Differences from translation of foreign currency financial statements
of a subsidiary		(980	)		(1,324	)
Treasury shares		(2,087	)		(1,631	)
Accumulated deficit		(32,949	)		(32,407	)
Total shareholders' equity		17,851			18,434
Total liabilities and shareholders' equity	$	24,325		$	24,002

        * Certain comparative figures have been reclassified to conform to the current year presentation.

MIND C.T.I. LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Six months ended June 30						Three months ended June 30						Year ended December 31,
	2009			2008			2009			2008			2008
	(Unaudited)												(Audited)
	U.S. $ in thousands (except per share data)
Revenues	$	8,532		$	10,193		$	4,421		$	5,081		$	19,473
Cost of revenues		3,606			3,367			2,178			1,546			6,300
Gross profit		4,926			6,826			2,243			3,535			13,173
Research and development expenses		2,280			3,015			1,075			1,455			5,668
Selling and marketing expenses		1,055			2,033			564			988			3,805
General and administrative expenses		1,237			1,203			539			619			2,311
Impairment of goodwill														3,498
Impairment of intangible asset														185
Operating income (loss)		354			575			65			473			(2,294	)
Financial income (expenses):
Impairment of auction rate securities		(886	)		(1,758	)		(886	)		(796	)		(4,172	)
Other financial income - net		94			567			122			162			568
Loss before taxes on income		(438	)		(616	)		(699	)		(161	)		(5,898	)
Taxes on income		104			161			55			135			525
Net loss	$	(542	)	$	(777	)	$	(754	)	$	(296	)	$	(6,423	)
Loss per ordinary share:
Basic and diluted	$	(0.03	)	$	(0.04	)	$	(0.04	)	$	(0.01	)	$	(0.30	)
Weighted average number of ordinary shares used in
computation of earnings per ordinary share -
in thousands:
Basic		19,335			21,594			19,233			21,594			21,473
Diluted		19,335			21,594			19,235			21,594			21,473

        * Certain comparative figures have been reclassified to conform to the current year presentation.

MIND C.T.I. LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six months ended June 30						Three months ended June 30						Year ended December 31,
	2009			2008			2009			2008			2008
	(Unaudited)												(Audited)
	U.S. $ in thousands
Cash flows from operating activities:
Net loss	$	(542	)	$	(777	)	$	(754	)	$	(296	)	$	(6,423	)
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization		395			610			195			306			1,088
Impairment of auction rate securities		886			1,758			886			796			4,172
Impairment of goodwill														3,498
Impairment of intangible asset														185
Deferred income taxes, net		65			(19	)		26			(17	)		248
Accrued severance pay		(6	)		310			(25	)		93			190
Capital loss on sale of equipment - net		(13	)		(22	)		(4	)		(14	)		(40	)
Employees share-based compensation
expenses		71			89			35			43			181
Changes in operating asset and liability
items:
Decrease (increase) in accounts
receivable:
Trade		634			40			267			(250	)		960
Other		(44	)		(100	)		(132	)		(90	)		128
Decrease (increase) in prepaid expenses
and deferred charges		330			(403	)		368			(287	)		(463	)
Decrease in inventories														8
Increase in accounts payable and accruals:
Trade		(140	)		(229	)		15			(147	)		(262	)
Other		(145	)		(3	)		(142	)		(216	)		(553	)
Increase in deferred revenues		1,158			818			1,318			528			1,195
Net cash provided by operating activities		2,649			2,072			2,053			449			4,112
Cash flows from investing activities:
Purchase of property and equipment		(127	)		(380	)		(52	)		(263	)		(436	)
Severance pay funds		(337	)		(211	)		(117	)		(99	)		(213	)
Investment in short term bank deposits		(3,099	)					(1,995	)
Proceeds from sale of property and equipment		91			101			23			63			207
Net cash used in investing activities		(3,472	)		(490	)		(2,141	)		(299	)		(442	)
Cash flows from financing activities:
Cost of acquisition of treasury shares		(456	)					(305	)					(1,631	)
Dividend paid					(4,319	)					(4,319	)		(4,319	)
Net cash used in financing activities		(456	)		(4,319	)		(305	)		(4,319	)		(5,950	)
Translation adjustments on cash
and Cash equivalents		260			3			288			6			(388	)
Increase (decrease) in cash and cash equivalents		(1,019	)		(2,734	)		(105	)		(4,163	)		(2,668	)
Balance of cash and cash equivalents at beginning
of period		9,722			12,390			8,808			13,819			12,390
Balance of cash and cash equivalents at end of
period	$	8,703		$	9,656		$	8,703		$	9,656		$	9,722

        * Certain comparative figures have been reclassified to conform to the current year presentation.