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 May 2004
Commission File Number 000-50544

LIPMAN ELECTRONIC ENGINEERING LTD.
(Translation of registrant's name into English)

11 Haamal Street, Park Afek, Rosh Haayin 48092, 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                     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):                 

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

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):                 

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

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

Yes                                     No

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

On May 10, 2004, Lipman Electronic Engineering Ltd. issued a press release announcing financial results for the first quarter ended March 31, 2004.

A copy of this press release is annexed hereto as Exhibit 1.

The following document is attached hereto and incorporated by reference herein:

Exhibit 1.	Press Release, dated May 10, 2004, announcing financial results for the first quarter ended March 31, 2004.

The information set forth in the first, second, third and fifth paragraphs of, and the consolidated balance sheet, consolidated statements of operations and consolidated statements of cash flows data contained in, the press release attached as Exhibit 1 to this Report on Form 6-K, are hereby incorporated by reference into the Registration Statement on Form S-8 (File No. 333-112993) of Lipman Electronic Engineering Ltd.

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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, thereunto duly authorized.

				LIPMAN ELECTRONIC ENGINEERING LTD. (Registrant)
				By: /s/ Mike Lilo                                                                     Mike Lilo         Executive Vice President, Finance and         Chief Financial Officer

Dated: May 11, 2004

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EXHIBIT INDEX

Exhibit No.				Description
1.				Press Release, dated May 10, 2004, announcing financial results for the first quarter ended March 31, 2004.

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EX-1

Exhibit 1

FOR FURTHER INFORMATION CONTACT

ISRAEL:				UNITED STATES:
Maya Lustig				Jeff Corbin/Lee Roth
Investor Relations & Public Relations Manager				KCSA Worldwide
Lipman Electronic Engineering Ltd.				800 Second Ave.
11 Haamal Street, Park Afek				New York, NY 10017
Rosh Haayin 48092, Israel				(212) 896-1214/(212) 896-1209
972-3-902-8603				jcorbin@kcsa.com/lroth@kcsa.com

LIPMAN ELECTRONIC ENGINEERING LTD. REPORTS
FIRST QUARTER 2004 FINANCIAL RESULTS

Revenues of $32.1 Million for the First Quarter of 2004;

First Quarter Net Income of $4.8 Million, or $0.38 Per Share;

Excluding Stock-Based Compensation, First Quarter Pro Forma Net Income of $6.7 Million, or
$0.53 Per Share;

Rosh Haayin, Israel, May 10, 2004. Lipman Electronic Engineering Ltd. (Nasdaq, TASE: LPMA) today announced financial results for the first quarter ended March 31, 2004.

For the first quarter of 2004, revenues were $32.1 million, an increase of 44.2% over revenues of $22.3 million for the first quarter of 2003. Net income for the quarter was $4.8 million, or $0.38 per diluted share, compared to $5.8 million, or $0.55 per diluted share, for the comparable period in 2003. There were 12,653,000 diluted shares outstanding in the first quarter of 2004 compared to 10,509,000 diluted shares outstanding in the first quarter of 2003.

Gross profit for the quarter was $15.7 million, or 49.0% of revenues, compared to $12.7 million, or 57.1% of revenues, for the first quarter of 2003. As previously discussed, the reduction in gross margin percentage reflects the penetration and expansion into new and emerging markets.

Net income for the three months ended March 31, 2004 included $1.8 million of non-cash stock-based compensation expenses compared to $118,000 of these expenses in the comparable period in the prior year. Excluding the effect of stock-based compensation, pro forma net income for the first quarter was $6.7 million, or $0.53 per diluted share, compared to pro forma net income of $5.9 million, or $0.56 per diluted share, for the three months ended March 31, 2003.

As of March 31, 2004, the Company had cash and cash equivalents of $151.1 million compared to $57.5 million as of March 31, 2003. Lipman's cash balance as of March 31, 2004 include the net proceeds of approximately $91.4 million from the Company's recent initial public offering in the United States.

Commenting on the results, Isaac Angel, President and Chief Executive Officer of Lipman said, "Our results for the first quarter are indicative of the continued strong performance of the Company and further successful implementation of our growth strategy. We experienced strong year-over-year revenue growth, both on an overall basis and for each of the markets in which we operate. Our profitability for the quarter is higher then originally planned and this fact will enable us to reach our yearly goals more easily."

"In addition to our strong operational performance during the first quarter, we worked diligently to continue laying the foundation for Lipman's future growth and are extremely pleased with several recent developments. We were awarded tenders from AK Bank, Isbank and Yapi Kredi Bank in Turkey to supply a total of 89,000 terminals during the first half of 2004. These orders have significantly increased our penetration of three of Turkey's largest banks and, more importantly, have further established Lipman as the leading provider of transaction solutions for the Turkish market.

"Our recent receipt of Interac certification for the NURIT 8000S wireless terminal represents a significant step forward in our efforts to expand Lipman's presence in the Canadian market. We believe that a need exists for new terminals to support the rapid growth in card-based transactions in Canada, which reached approximately 2.6 billion in 2003. This growth in credit and debit card use represents a significant opportunity for Lipman. We are extremely pleased that our terminal was among the first to receive this certification."

He continued, "While we believe that our products are among the best, most secure and most technologically advanced on the market, we are constantly working to expand our suite of offerings, leveraging new technologies and incorporating features that can bring another level of added value to our customers. We believe that the recent introduction of the NURIT 8100 provides further evidence of Lipman's commitment to remain on the cutting edge. With its enhanced security, wide variety of features and increased customization options, the NURIT 8100 effectively addresses the needs of high end users, providing us with another avenue for growth and enabling us to approach a number of potential new markets."

Mr. Angel concluded, "Lipman is on plan with its growth strategy - in our markets and in designing new products. We are extremely well positioned to penetrate new markets and expand within the markets we currently serve. Given our strong financial position, we believe we are prepared to effectively handle the challenges that lie ahead and are confident in our ability to meet our short and long term strategic objectives."

About Lipman

Lipman is a leading worldwide provider of electronic payment systems. Lipman develops, manufactures and markets a variety of handheld, wireless and landline POS terminals, electronic cash registers, retail ATM units, PIN pads and smart card readers, all under the NURIT® brand name. In addition, Lipman develops technologically advanced software platforms that offer comprehensive and customized transaction processing solutions for its customers.

Lipman's corporate headquarters and R&D facilities are located in Israel. Lipman also maintains offices in the US, Turkey, China, Spain, Russia, Italy, Canada and Latin America.

Statements concerning Lipman's business outlook or future economic performance; product introductions and plans and objectives related thereto; and statements concerning assumptions made or expectations as to any future events, conditions, performance or other matters, are "forward-looking statements" as that term is defined under U.S. Federal securities laws. Forward-looking statements are subject to various risks, uncertainties and other factors that could cause actual results to differ materially from those stated in such statements. These risks, uncertainties and factors include, but are not limited to: our dependence on distributors and customers; the competitive market for our products; market acceptance of new products and continuing products; timely product and technology development/upgrades and the ability to manage changing market conditions; manufacturing in Israel; compliance with industry and government standards and regulations; dependence on key personnel; and other factors detailed in Lipman's filings with the U.S. Securities and Exchange Commission. Lipman assumes no obligation to update the information in this release.

(Tables to follow)

Lipman Electronic Engineering Ltd.
CONSOLIDATED BALANCE SHEET
U.S. dollars in thousands

				March 31 2004				December 31, 2003
				(Unaudited)				(Audited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents					151,064				57,465
Trade receivables, net					22,571				23.473
Other receivables and prepaid expenses					5,338				5,114
Inventories					31,274				28,889
Total current assets					210,247				114,941
Long term marketable securities					1,600				1,600
Property, plant and equipment, net					7,239				6,966
Severance pay fund					2,224				2,196
Other long-term assets					444				123
Intangible assets, net					7,144				7,196
Goodwill					1,150				1,150
Total assets					230,048				134,172
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term bank loans					1,259				145
Trade payables					7,168				11,917
Other payables and accrued expenses					12,744				11,517
Total current liabilities					21,171				23,579
Long-term bank loans					—				1,119
Accrued severance pay					3,242				3,083
Total shareholders' equity					205,635				106,391
Total liabilities and shareholders' equity					230,048				134,172

Lipman Electronic Engineering Ltd.
CONSOLIDATED STATEMENTS OF OPERATIONS
U.S. dollars in thousands

				Three Months Ended March 31,
				2004				2003
				(Unaudited)				(Unaudited)
Revenues					32,103				22,257
Cost of revenues					16,365				9,549
Gross profit					15,738				12,708
Operating expenses:
Research and development					1,488				1,136
Selling and marketing					4,124				3,712
General and administrative					2,514				1,579
Stock-based compensation					1,840				118
Amortization of intangible assets					52				51
Total operating expenses					10,018				6,596
Operating income					5,720				6,112
Financial Income, net					266				189
Other income, net					—				38
Income before taxes on income					5,986				6,339
Taxes on income					1,146				533
Net income					4,840				5,806
Diluted earnings per share					0.38				0.55
Number of shares for diluted earnings per share					12,653				10,509

Lipman Electronic Engineering Ltd.
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands

				Three Months Ended March 31,
				2004				2003
				(Unaudited)				(Unaudited)
Cash flow from operating activities:
Net income for the period					4,840				5,806
Adjustments require to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization					267				235
Stock-based compensation related to options issued to employees and others					1,840				118
Decrease (increase) in trade receivables & other receivables					940				(132	)
Decrease (increase) in inventories					(2,385	)			2,614
Increase (decrease) in trade payables & other liabilities					(3,522	)			(982	)
Deferred income taxes, net					(583	)			(171	)
Other					429				260
Net cash provided by operating activities					1,826				7,748
Cash flow from investing activities:
Purchase of property, plant and equipment					(563	)			(106	)
Other					23				(34	)
Net cash provided by (used in) investing activities					(540	)			(140	)
Cash flow from Financing activities:
Exercise of options granted to employees					921				344
Issuance of shares, net					91,427				—
Principal payments of long-term bank loans					(35	)			(29	)
Net cash provided by (used in) financing activities					92,313				315
Increase in cash and cash equivalents					93,599				7,923
Cash and cash equivalents at the beginning of the period					57,465				35,522
Cash and cash equivalents at the end of the period					151,064				43,445