S-8

As filed with the Securities and Exchange Commission on February 20, 2004

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

LIPMAN ELECTRONIC ENGINEERING LTD.

(Exact Name of Registrant as Specified in Its Charter)

Israel				Not applicable
(State or Other Jurisdiction of Incorporation or Organization)				(I.R.S. Employer Identification Number)

11 Haamal Street, Park Afek
Rosh Haayin 48092
Israel

(Address, including zip code, of principal executive offices)

Lipman Electronic Engineering Ltd. 2003 Stock Option Plan
Lipman Electronic Engineering Ltd. 2004 Stock Option Plan
Management Contract between Lipman Electronic Engineering Ltd.
and Jacob Perry Management Services Ltd.
Individual Stock Option Grants Outside of a Plan
(Full Title of the Plans)

Lipman U.S.A., Inc.
50 Gordon Drive
Syosset, NY 11791
(516) 484-9898

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including all communications sent to the agent for service, should be sent to:

NEIL GOLD, ESQ. Fulbright & Jaworski L.L.P. 666 Fifth Avenue New York, New York 10103 (212) 318-3000 Facsimile: (212) 318-3400				DAVID GOTLIEB, ADV. Shnitzer, Gotlieb, Sharon & Co. 7 Menachem Begin Rd. Ramat-Gan 52521, Israel (972-3) 754-9922 Facsimile: (972-3) 754-9920

CALCULATION OF REGISTRATION FEE

Title Of Each Class of Securities To Be Registered

Amount To Be Registered (1)

Proposed Maximum Offering Price Per Share

Proposed Maximum Aggregate Offering Price

Amount Of Registration Fee

Ordinary Shares, NIS 1.00 nominal value per share

1,470,150

see chart below

$36,584,587

$4,636.00

(1)

This registration statement shall also cover any additional indeterminable number of Ordinary Shares as may be required pursuant to Lipman Electronic Engineering Ltd. 2003 Stock Option Plan, the Lipman Electronic Engineering 2004 Stock Option Plan, the Management Contract between Lipman Electronic Engineering Ltd. and Jacob Perry Management Services Ltd. and grants outside of a plan, in the event of a stock dividend, stock split, recapitalization or other similar change in the Ordinary Shares.

The following chart illustrates the calculation of the registration fee:

				Number of Shares				Offering Price Per Share				Maximum Aggregate Offering Price
2004 Stock Option Plan				550,000				$41.60 (2)				$22,880,000
2003 Stock Option Plan				320,000				$22.00 (2)				$7,040,000
Management Contract between Lipman Electronic Engineering Ltd. and Jacob Perry Management Services Ltd.				120,000				$15.53 (2)				$1,863,600
Stock option grants issued outside of a plan (3)				68,250				$21.58 (2)				$1,472,835
Stock option grants issued outside of a plan (4)				411,900				$8.08 (2)				$3,328,152
TOTAL:				1,470,150				—				$36,584,587
REGISTRATION FEE:				—				—				$4,636.00

(2) Pursuant to Rule 457(h), the aggregate offering price and the fee have been computed on the basis of the price at which the options may be exercised. The offering price per share set forth for such shares is the exercise price per share at which such options are exercisable.

(3) Stock Option Grants to employees issued outside of a plan at an offering price of $21.58 per share.

(4) Stock Option Grants to employees issued outside of a plan at an offering price of $8.08 per share.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.    PLAN INFORMATION.

The documents containing the information specified in this Item 1 will be sent or given to employees, directors and others as specified by Rule 428(b)(1). In accordance with the rules and regulations of the Securities and Exchange Commission (the "Commission") and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424.

ITEM 2.	REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

The documents containing the information specified in this Item 2 will be sent or given to employees, directors or others as specified by Rule 428(b)(1). In accordance with the rules and regulations of the Commission and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.	INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by Lipman Electronic Engineering Ltd. (the "Company" or the "Registrant") with the Commission pursuant to the Securities Act of 1933, as amended (the "Securities Act") and the Securities Exchange Act of 1934, as amended (the "Exchange Act") are incorporated by reference in this Registration Statement:

(a) Description of ordinary shares contained in the Registrant's registration statement on Form F-1 (File No. 333-111849) as declared effective on January 28, 2004 and in the Registrant's registration statement on Form 8-A filed pursuant to the Exchange Act filed on January 12, 2004.

All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which (i) indicates that all securities offered under this Registration Statement have been sold or (ii) which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part of this Registration Statement from the date of filing of such documents.

ITEM 4.    DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.    INTEREST OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Under the Israeli Companies Law, a company is prohibited from exculpating an officer or director from liability for the breach of his duty of loyalty. The company may exculpate an officer or director from liability for the breach of his duty of care, may insure his liability for a breach of these duties, or indemnify him for a breach, but only according to the following provisions:

A company may provide in its Articles of Association that an officer or a director of the company may be exculpated, to the extent provided in the Articles, from liability for the breach of his duty of care.

A Company may provide in its Articles of Association that the company may indemnify an officer or a director in such capacity, for:

•	a monetary liability incurred pursuant to a judgement, including a settlement or arbitration decision approved by a court, in an action brought by a third party;

•	reasonable legal expenses incurred in an action brought against the director or officer by or on behalf of the company or others; and

•	reasonable legal expenses incurred in defending criminal charges of which the director or officer was acquitted, or as a result of a criminal charge that does not require proving criminal intent of which the director or officer was convicted.

The indemnification provision in a company's Articles of Association may be a blanket obligation to indemnify in advance, provided it is limited to events the board of directors can foresee when providing the obligation and that it is limited to a sum the board of directors determines is reasonable in the circumstances, or a provision permitting the company to indemnify an officer or a director on an ad hoc basis after the fact.

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A Company may provide in its Articles of Association that the company may insure an officer or a director. This insurance may cover liability for breach of the duty of care or, to the extent the officer or director acted in good faith and has a reasonable basis to believe that the act would not prejudice the company, for the breach of the duty of loyalty. A company's Articles of Association may also allow it to insure officers and directors for monetary liabilities incurred as a result of an act or omission committed in connection with his serving as an officer or director of the company.

All of these provisions are specifically limited in their scope by the Israeli Companies Law, which provides that a company may not indemnify an officer or director nor enter into an insurance contract that would provide coverage for any monetary liability incurred as a result of any of the following:

•	a breach by the officer or director of the duty of loyalty, unless the officer or director acted in good faith and has a reasonable basis to believe that the act would not prejudice the company;

•	an intentional or reckless breach by the officer or director of the duty of care;

•	any act of omission done with the intent to derive an illegal personal benefit; or

•	any fine levied against the director or officer.

The Registrant's Articles of Association, as amended, provides as follows:

The Company may exempt, in advance, an officer of the Company from his liability, in whole or in part, in respect of damage following breach of his duty of care towards the Company.

Subject to the provisions of the Companies Law, the Company may engage in a contract to insure the liability of an officer of the Company, including an officer of the Company who is serving or has served on its behalf or at its request as a director of another company in which the Company holds shares, direct or indirectly, or in which the Company has any interest (hereinafter: "Director of Another Company") in respect of any liability imposed upon him following an act which he carried out in his capacity as an officer of the Company in any one of the following events:

•	Breach of the duty of care towards the Company or towards any other person.

•	Breach of fiduciary duty towards the Company, provided that the officer acted in good faith and had reasonable grounds to assume that the act would not prejudice the Company's interests.

•	Financial liability which shall be imposed upon him in favor of another person.

The Company may indemnify an officer of the Company on account of a liability or expense as specified below, which was imposed upon him following an act which he carried out in his capacity as an officer of the Company.

•	Financial liability imposed upon him in favor of another person pursuant to a judgment, including a compromise judgment, or an arbitrator's award approved by a court.

•	Reasonable litigation expenses, including legal fees paid by an officer or which he war required to pay by a court, in a proceeding filed against him by the Company or in its behalf or by another person, or in criminal charges from which he was acquitted, or in criminal charges in which he was convicted of an offense which does not require proof of mens rea.

The Company may give an undertaking in advance to indemnify an officer in respect of a liability or expense as specified above, provided that the undertaking is limited to types of events which, in the opinion of the Board of Directors, may be foreseen, at the time of giving the undertaking for indemnity, and to such amount as the Board of Directors shall determine to be reasonable given the circumstances of the matter, and provided that the total amount of the indemnity shall not exceed 25% of the shareholders' equity of the Company at the time of the indemnity, according to the last financial statements, as of the date of making the actual payment of the indemnity.

The Company may also indemnify an officer of the Company retroactively.

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Subject to the provisions of the Companies Law, the Company may indemnify any person, including an officer of the Company, who is serving or has served on its behalf or at its request as a director of another company in which the Company holds shares, directly or indirectly, or in which the Company has any interest (hereinafter "Director of Another Company") in respect of any liability or expense as specified above, which shall be imposed on him following an act which he carried out in his capacity as a Director of Another Company, by means of retroactive indemnity or by means of giving an undertaking to indemnify such person, provided that the said undertaking is limited to types of events which, in the opinion of the Board of Directors, may be foreseen, at the time of giving the undertaking for indemnity, and to such amount as the Board of Directors shall determine to be reasonable given the circumstances of the matter.

The above provisions of the Registrants Articles of Association do not apply in respect of any of the following events:

•	Breach of fiduciary duty, with the exception of when an officer acted in good faith and had reasonable grounds to assume that the act would not prejudice the Company's interests.

•	Breach of duty of care performed deliberately or recklessly.

•	An action committed with the intention of making personal gain, unlawfully.

•	A penalty or fine imposed on an officer.

Resolutions with respect to giving an exemption, insurance, indemnity or giving an undertaking for indemnity to a director and/or officer who is not a director shall be passed subject to any law.

A resolution to approve an exemption, insurance or indemnity in the Articles of Association of the Company and the alteration thereof shall be passed with such majority as specified in the Companies Law.

The Company's board of directors may resolve to indemnify and insure the Company's office holders with respect to liabilities resulting from this offering to the extent that these liabilities are not covered by insurance. In the opinion of the U.S. Securities and Exchange Commission, however, indemnification of directors and office holders for liabilities arising under the Securities Act is against public policy and therefore unenforceable.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

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ITEM 8.    EXHIBITS.

Exhibit No.				Description
	4.1			2003 Stock Option Plan (English translation) (incorporated by reference; previously filed as an exhibit to the Company's Registration Statement on Form F-1 (File No. 333-111849)).
	4.2			2004 Stock Option Plan (English translation) (incorporated by reference; previously filed as an exhibit to the Company's Registration Statement on Form F-1 (File No. 333-111849)).
	4.3			Management Contract, dated as of April 4, 2003, between Lipman Electronic Engineering Ltd. and Jacob Perry Management Services Ltd. (English translation) (incorporated by reference; previously filed as an exhibit to the Company's Registration Statement on Form F-1 (File No. 333-111849)).
	4.4			Form of Stock Option Agreement for stock option grants issued outside of a plan (English Translation).
	4.5			Form of Stock Option Agreement for stock option grants issued outside of a plan (English Translation).
	5.1			Opinion of Shnitzer, Gotlieb, Sharon & Co. (filed herewith).
	23.1			Consent of Counsel (contained in Exhibit 5.1).
	23.2			Consent of Independent Auditors (filed herewith).
	24.1			Power of Attorney (filed herewith).

ITEM 9.    UNDERTAKINGS.

(a)	The undersigned Registrant hereby undertakes:

	(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

	(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

	(ii)	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

	(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

	(2)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

	(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)	The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to

II-4

Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in City of Rosh Haayin, Israel, on the 20^th day of February, 2004.

				LIPMAN ELECTRONIC ENGINEERING LTD.
				By:				/s/ Isaac Angel
								Isaac Angel President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Isaac Angel and Mike Lilo, or either of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including pre- or post- effective amendments) to this Registration Statement and any additional registration statement pursuant to Rule 462 under the Securities Act and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature		Title		Date
/s/ Jacob Perry		Chairman of the Board of Directors		February 20, 2004
Jacob Perry
/s/ Isaac Angel		President and Chief Executive Officer (Principal Executive Officer)		February 20, 2004
Isaac Angel
/s/ Mike Lilo		Chief Financial Officer (Principal Financial and Accounting Officer)		February 20, 2004
Mike Lilo
/s/ Meir Shamir		Director		February 20, 2004
Meir Shamir
/s/ Ishay Davidi		Director		February 20, 2004
Ishay Davidi
/s/ Aharon Lipman		Director		February 20, 2004
Aharon Lipman
/s/ Rami Lipman		Director		February 20, 2004
Rami Lipman

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Signature		Title		Date
/s/ Avraham Nussbaum		Director		February 20, 2004
Avraham Nussbaum
/s/ Mordecai Gorfung		Director		February 20, 2004
Mordecai Gorfung
/s/ Linda Harnevo		Director		February 20, 2004
Linda Harnevo
/s/ Izhak Davidi		Director		February 20, 2004
Izhak Davidi
/s/ Jonathan Kaplan		Director		February 20, 2004
Jonathan Kaplan

Authorized Representative
in the United States:

LIPMAN U.S.A., INC.
By:				/s/ Mony Zenou
				Name: Mony Zenou Title: President and Chief Executive Officer — Lipman U.S.A.

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INDEX TO EXHIBITS

Exhibit   No.				Description
	4.1			2003 Stock Option Plan (English translation) (incorporated by reference; previously filed as an exhibit to the Company's Registration Statement on Form F-1 (File No. 333-111849)).
	4.2			2004 Stock Option Plan (English translation) (incorporated by reference; previously filed as an exhibit to the Company's Registration Statement on Form F-1 (File No. 333-111849)).
	4.3			Management Contract, dated as of April 4, 2003, between Lipman Electronic Engineering Ltd. and Jacob Perry Management Services Ltd. (English translation) (incorporated by reference; previously filed as an exhibit to the Company's Registration Statement on Form F-1 (File No. 333-111849)).
	4.4			Form of Stock Option Agreement for stock option grants issued outside of a plan (English Translation).
	4.5			Form of Stock Option Agreement for stock option grants issued outside of a plan (English Translation).
	5.1			Opinion of Shnitzer, Gotlieb, Sharon & Co. (filed herewith).
	23.1			Consent of Counsel (contained in Exhibit 5.1).
	23.2			Consent of Independent Auditors (filed herewith).
	24.1			Power of Attorney (filed herewith).

EX-4.4

                                                                     Exhibit 4.4


                       LIPMAN ELECTRONIC ENGINEERING LTD.
                          (HEREINAFTER: "THE COMPANY")

                         FORM OF STOCK OPTION AGREEMENT

1.       THE TIMES OF ENTITLEMENT FOR THE EXERCISE OF THE OPTIONS

Certain Offerees shall be entitled to exercise the options which are offered to
them in accordance with the Option Agreement as follows:

1.1.     Regarding 151,500 options which are offered to 14 employees - 25% of
         the Options shall be exercisable at the expiration of 24 months from
         the granting date of the option, 25% of the Options shall be
         exercisable at the expiration of 36 months from the granting date of
         the option, 25% of the Options shall be exercisable at the expiration
         of 48 months from the granting date of the option and 25% of the
         Options shall be exercisable at the expiration of 60 months from the
         granting date of the option.

1.2.     Regarding 57,000 options which are offered to 7 employees - 50% of the
         Options shall be exercisable at the expiration of 24 months from the
         granting date of the option, 25% of the Options shall be exercisable at
         the expiration of 36 months from the granting date of the option and
         25% of the Options shall be exercisable at the expiration of 48 months
         from the granting date of the option.

1.3.     Regarding 7,500 options which are offered to 4 employees - all the
         Options shall be exercisable at the expiration of 24 months from the
         granting date of the option. Regarding 30,000 options which are offered
         to 5 employees - 50% of the Options shall be exercisable at the
         expiration of 24 months from the granting date of the option, 25% of
         the Options shall be exercisable at the expiration of 36 months from
         the granting date of the option and 25% of the Options shall be
         exercisable at the expiration of 48 months from the granting date of
         the option

A condition precedent to the exercise of each one of the quantities of the
Options as specified in this clause, is that the Offerees shall be Employees of
the Company or of a subsidiary of the Company during the period which preceded
the possible time for exercising such quantity of Options and provided that
employer-employee relationships prevailed at the time of entitlement which is
relevant to the exercise of such quantity of Options.

2.       THE EXERCISE PRICE

At the time at which a notice of exercise of the Option shall be delivered to
the Company by the Offeree (hereinafter: "THE EXERCISE DATE OF THE OPTION"), the
Offeree shall pay to the Company "the Exercise Price" (per its definition
hereinafter), in respect of every Option.


                                       1


"the Exercise Price" - Every Option may be exercised into one ordinary share of
1 New Israeli Shekel of the Company, par value, in return for payment in New
Israeli Shekels which is equivalent to the sum of US $22.5 United States Dollars
for every share (calculated in accordance with the representative rate of the
dollar which is known at the time of the exercise), subject to adjustments set
forth below.

"The New Exercise Price" - In the event that the Company shall distribute a
dividend in cash, the exercise price shall be the Exercise Price as per its
definition above, with the deduction of the gross amount cash dividend which
shall be paid to the shareholders of the Company in respect of any exercise
share. In any event the New Exercise Price shall not be less than 1 New Israeli
Shekel.

3.       ADJUSTMENTS FOR DISTRIBUTION OF BONUS SHARES OR SHARE SPLIT DURING THE
         TERM OF THE OPTIONS

In the event that the Company shall distribute bonus shares, and the date of
entitlement for the receipt of such bonus shares shall fall after the day of the
allotment of the Options but prior to the date of the exercise, the number of
the shares to which the Offerees are entitled shall be increased at the time of
the exercise by the number of the shares to which the Offerees would have been
entitled in the event that they had exercised the Option prior to the date of
the bonus. The Exercise Price of every Option shall not change as a result of
the increase of the number of the shares which the Offerees are entitled to as a
result of the distribution of the bonus shares. Similar adjustments shall be
made in the event of a split (or consolidation) of the shares of the Company.

4.       PROVISIONS IN RESPECT OF THE RIGHTS ISSUES DURING THE TERM OF THE
         OPTIONS

4.1.     In any case of a rights issue by the Company to the shareholders, in
         the event the Offerees shall hold Options which were allotted to them
         and which have not yet been exercised, the Offerees shall be offered
         identical rights in the same quantities which would have been offered
         to them, would they have prior to the date of entitlement for the
         participation in the rights issue.

4.2.     In the event that the rights issue shall include any convertible
         securities which last date of its exercise shall be prior to the last
         date for the exercise of the Options in accordance with the Option
         Agreement , the Offerees shall be entitled to exercise the rights in
         respect of the convertible securities as mentioned, also prior to the
         exercise of the Options which have been issued to them in accordance
         with this Option Agreement, provided that they have exploited all of
         the rights to which they are entitled by virtue of such rights issue
         and that they have paid the entirety of the price in respect of the
         exploitation of these rights.

                                       2


5.       PROTECTION OF THE OFFEREES DURING THE TERM OF THE OPTION AGREEMENT

Subject to that which is stated in clause 4.2 above, the entitlement of the
Offerees to securities of the Company in the event of distribution of bonus
shares and/or rights issue, as mentioned in clauses 3 and 4 above, shall be
preserved until the time of the exercise of the Options and shall be carried out
only at the time of the exercise, and in accordance with the number of the
Options which have actually been exercised at such time.

In order to secure the rights of the Offerees as mentioned, the Company shall
reserve shares in an appropriate number which will enable the Offerees to
exercise their rights as mentioned above.

6.       REGISTRATION OF THE EXERCISE SHARES ON THE NAME OF THE TRUSTEE

6.1.     The Trustee who is appointed by the board of directors for the purpose
         of the execution of the Option Agreement and who has been approved by
         the tax authorities is Advocate David Gotlieb. The Trustee shall be
         empowered with all the powers in accordance with clause 102 of the
         Income Tax Ordinance and in accordance with the Income Tax Rules (Tax
         Relief in Allotment of Shares to Employees), 5763 - 2003 (hereinafter:
         "the Rules"), and the provisions which have been promulgated there
         under (clause 102, the rules and the provisions hereby mentioned shall
         be jointly referred to hereinafter: "Clause 102"), in everything which
         relates to the Options which are granted to the Offerees who are
         employed in Israel in accordance with this clause, and every other
         power which shall be agreed upon between himself and the Company in the
         trust agreement, to be entered among the Trustee and the Company.

6.2.     In accordance with the provisions of clause 102 of the Income Tax
         Ordinance, the Trustee shall hold the Options and the shares which
         shall evolve from their exercise for a period which shall not be less
         than 24 months (unless the approval shall be received from the Income
         Tax Commissioner for a shorter restricting period) from the granting
         date of the options.

6.3.     The remainder of the Options which shall be allotted to Employees, who
         are entitled outside of Israel, not in accordance with the provisions
         of clause 102 of the Income Tax Ordinance, shall also be registered on
         the name of the Trustee, and they shall be released by him in
         accordance with the terms which apply to every employee.

7.       MANNER AND DATE OF THE EXERCISE

Offerees interested to exercise the Options which have been granted to them,
subject to their right to exercise of the Options to ordinary shares, shall
submit a written exercise notice to the Company Secretary.

The exercise date of the Option shall be deemed to be the date in which a
written notice of the Offeree has reached the Company, of the offerees wishes to
exercise the Option, together with the payment of the Exercise Price.

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8.       REGISTRATION FOR TRADING ON THE STOCK EXCHANGE

The Options which shall be granted in accordance with the Option Agreement to
the Employees shall not be registered for trading. Registration of the shares
which have been acquired upon the exercise of the Options for trading on the
Tel-Aviv Stock Exchange shall be carried out shortly after the allotment of the
exercise shares by the Company, and subject to the approval of the Tel- Aviv
Stock Exchange.


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EX-4.5

                                                                     Exhibit 4.5

                       LIPMAN ELECTRONIC ENGINEERING LTD.
                          (HEREINAFTER: "THE COMPANY")

                         FORM OF STOCK OPTION AGREEMENT

1.       THE TIMES OF ENTITLEMENT FOR THE EXERCISE OF THE OPTIONS

Certain Offerees shall be entitled to exercise the options which are offered to
them in accordance with the Option Agreement as follows:

1.1.     Regarding 458,900 options which are offered to 10 employees - 50% of
         the Options shall be exercisable on January 31st, 2002, 25% of the
         Options shall be exercisable on January 31st, 2003 and 25% of the
         Options shall be exercisable on January 31st, 2004.

1.2.     Regarding 104,000 options which are offered to 5 employees - 40% of the
         Options shall be exercisable on January 31st, 2002, 20% of the Options
         shall be exercisable on January 31st, 2003, 20% of the Options shall be
         exercisable on January 31st, 2004 and 20% of the Options shall be
         exercisable on January 31st, 2005.

1.3.     Regarding 277,000 options which are offered to 15 employees - 50% of
         the Options shall be exercisable at the expiration of 24 months from
         the granting date of the option, 25% of the Options shall be
         exercisable at the expiration of 36 months from the granting date of
         the option and 25% of the Options shall be exercisable at the
         expiration of 48 months from the granting date of the option.

1.4.     Regarding 27,600 options which are offered to 18 employees - all the
         Options shall be exercisable at the expiration of 24 months from the
         granting date of the option.

1.5.     Regarding 10,000 options which are offered to 1 employee - 60% of the
         Options shall be exercisable on January 31st, 2002 and 40% of the
         Options shall be exercisable on July 31st, 2003.

The Options which will not be exercised until August 31st, 2005 shall expire and
shall not accord any right whatsoever to the Offerees.

A condition precedent to the exercise of each one of the quantities of the
Options as specified in this clause, is that the Offerees shall be Employees of
the Company or of a subsidiary of the Company during the period which preceded
the possible time for exercising such quantity of Options and provided that
employer-employee relationships prevailed at the time of entitlement which is
relevant to the exercise of such quantity of Options.

                                       1


2.       THE EXERCISE PRICE

At the time at which a notice of exercise of the Option shall be delivered to
the Company by the Offeree (hereinafter: "the exercise date of the option"), the
Offeree shall pay to the Company "the Exercise Price" (per its definition
hereinafter), in respect of every Option.

"the Exercise Price" - Every Option may be exercised into one ordinary share of
1 New Israeli Shekel of the Company, par value, in return for payment in New
Israeli Shekels which is equivalent to the sum of US $9.00 United States Dollars
for every share (calculated in accordance with the representative rate of the
dollar which is known at the time of the exercise), subject to adjustments set
forth below.

"The New Exercise Price" - In the event that the Company shall distribute a
dividend in cash, the exercise price shall be the Exercise Price as per its
definition above, with the deduction of the gross amount cash dividend which
shall be paid to the shareholders of the Company in respect of any exercise
share. In any event the New Exercise Price shall not be less than 1 New Israeli
Shekel.

3.       ADJUSTMENTS FOR DISTRIBUTION OF BONUS SHARES OR SHARE SPLIT DURING THE
         TERM OF THE OPTIONS

In the event that the Company shall distribute bonus shares, and the date of
entitlement for the receipt of such bonus shares shall fall after the day of the
allotment of the Options but prior to the date of the exercise, the number of
the shares to which the Offerees are entitled shall be increased at the time of
the exercise by the number of the shares to which the Offerees would have been
entitled in the event that they had exercised the Option prior to the date of
the bonus. The Exercise Price of every Option shall not change as a result of
the increase of the number of the shares which the Offerees are entitled to as a
result of the distribution of the bonus shares. Similar adjustments shall be
made in the event of a split (or consolidation) of the shares of the Company.

4.       PROVISIONS IN RESPECT OF THE RIGHTS ISSUES DURING THE TERM OF THE
         OPTIONS

4.1.     In any case of a rights issue by the Company to the shareholders, in
         the event the Offerees shall hold Options which were allotted to them
         and which have not yet been exercised, the Offerees shall be offered
         identical rights in the same quantities which would have been offered
         to them, would they have prior to the date of entitlement for the
         participation in the rights issue.

4.2.     In the event that the rights issue shall include any convertible
         securities which last date of its exercise shall be prior to the last
         date for the exercise of the Options in accordance with the Option
         Agreement, the Offerees shall be entitled to exercise the rights in
         respect of the convertible securities as mentioned, also prior to the
         exercise of the Options which have been issued to them in accordance
         with this Option Agreement, provided that they have exploited all of
         the rights to which they are entitled by virtue of such rights issue
         and that they have paid the entirety of the price in respect of the
         exploitation of these rights.

                                       2


5.       PROTECTION OF THE OFFEREES DURING THE TERM OF THE OPTION AGREEMENT

Subject to that which is stated in clause 4.2 above, the entitlement of the
Offerees to securities of the Company in the event of distribution of bonus
shares and/or rights issue, as mentioned in clauses 3 and 4 above, shall be
preserved until the time of the exercise of the Options and shall be carried out
only at the time of the exercise, and in accordance with the number of the
Options which have actually been exercised at such time.

In order to secure the rights of the Offerees as mentioned, the Company shall
reserve shares in an appropriate number which will enable the Offerees to
exercise their rights as mentioned above.

6.       REGISTRATION OF THE EXERCISE SHARES ON THE NAME OF THE TRUSTEE

6.1.     The Trustee who is appointed by the board of directors for the purpose
         of the execution of the Option Agreement and who has been approved by
         the tax authorities is Advocate David Gotlieb. The Trustee shall be
         empowered with all the powers in accordance with clause 102 of the
         Income Tax Ordinance and in accordance with the Income Tax Rules (Tax
         Relief in Allotment of Shares to Employees), 5763 - 2003 (hereinafter:
         "the Rules"), and the provisions which have been promulgated there
         under (clause 102, the rules and the provisions hereby mentioned shall
         be jointly referred to hereinafter: "Clause 102"), in everything which
         relates to the Options which are granted to the Offerees who are
         employed in Israel in accordance with this clause, and every other
         power which shall be agreed upon between himself and the Company in the
         trust agreement, to be entered among the Trustee and the Company.

6.2.     In accordance with the provisions of clause 102 of the Income Tax
         Ordinance, the Trustee shall hold the Options and the shares which
         shall evolve from their exercise for a period which shall not be less
         than 24 months (unless the approval shall be received from the Income
         Tax Commissioner for a shorter restricting period) from the granting
         date of the options.

6.3.     The remainder of the Options which shall be allotted to Employees, who
         are entitled outside of Israel, not in accordance with the provisions
         of clause 102 of the Income Tax Ordinance, shall also be registered on
         the name of the Trustee, and they shall be released by him in
         accordance with the terms which apply to every employee.

7.       MANNER AND DATE OF THE EXERCISE

Offerees interested to exercise the Options which have been granted to them,
subject to their right to exercise of the Options to ordinary shares, shall
submit a written exercise notice to the Company Secretary.

                                       3


The exercise date of the Option shall be deemed to be the date in which a
written notice of the Offeree has reached the Company, of the offerees wishes to
exercise the Option, together with the payment of the Exercise Price.

8.       REGISTRATION FOR TRADING ON THE STOCK EXCHANGE

The Options which shall be granted in accordance with the Option Agreement to
the Employees shall not be registered for trading. Registration of the shares
which have been acquired upon the exercise of the Options for trading on the
Tel-Aviv Stock Exchange shall be carried out shortly after the allotment of the
exercise shares by the Company, and subject to the approval of the Tel-Aviv
Stock Exchange.

                                       4

EX-5.1

                                                                     Exhibit 5.1

SHNITZER, GOTLIEB, SHARON & CO.


                            Tel Aviv, February 20, 2004


LIPMAN ELECTRONIC ENGINEERING LTD.
11 Haamal Street, Park Afek
Rosh Haayin 48092
Israel

         Re:      Registration Statement on Form S-8

Ladies and Gentlemen:

         We refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), on behalf of Lipman Electronic
Engineering Ltd., an Israel corporation (the "Company"), relating to an
1,470,150 Ordinary Shares, NIS 1.00 nominal value (the "Ordinary Shares") to be
issued under the Lipman Electronic Engineering Ltd. 2003 Stock Option Plan, the
Lipman Electronic Engineering Ltd. 2004 Stock Option Plan, the Management
Contract between the Company and Jacob Perry Management Services Ltd. and
certain option agreements (together, the "Plans").

         As counsel to the Company, we have examined such corporate records,
other documents and such questions of law as we have deemed necessary or
appropriate for the purposes of this opinion and, upon the basis of such
examinations, advise you that in our opinion all necessary corporate proceedings
by the Company have been duly taken to authorize the issuance of the Ordinary
Shares pursuant to the Plans and the Ordinary Shares being registered pursuant
to the Registration Statement, when issued and paid for in accordance with the
terms of the Plans, will be duly authorized, validly issued, fully paid and
non-assessable.

         The opinion expressed herein is limited to Israeli law, and we do not
express any opinion as to the laws of any other jurisdiction.

         We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. This consent is not to be construed as an admission that
we are a person whose consent is required to be filed with the Registration
Statement under the provisions of the Act.

                                        Very truly yours,


                                        /s/ Shnitzer, Gotlieb, Sharon & Co.
                                        -----------------------------------
                                        Shnitzer, Gotlieb, Sharon & Co.






     

EX-23.1

                                                                    Exhibit 23.1



        CONSENT OF KOST, FORER, GABBAY & KASIERER INDEPENDENT ACCOUNTANTS




To the Board of Directors
Lipman Electronic Engineering Ltd.


         We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 dated February 19, 2004 pertaining to the
Lipman Electronic Engineering Ltd. 2003 Stock Option Plan, the Lipman Electronic
Engineering Ltd. 2004 Stock Option Plan, the Management Contract between the
Company and Jacob Perry Management Services Ltd. and certain option agreements
of our report, dated August 21, 2003 included in its registration statement on
Form F-1 (File No. 333-111849) and related prospectus of Lipman Electronic
Engineering Ltd. dated January 26, 2004.


                                       /s/ Kost, Forer, Gabbay & Kasierer
                                       ----------------------------------
                                       Kost, Forer, Gabbay & Kasierer
                                       A Member of Ernst and Young International


Tel Aviv, Israel
February 20, 2004