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 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 August 9, 2004, Lipman Electronic Engineering Ltd. issued a press release announcing financial results for the second quarter ended June 30, 2004 and a press release announcing a cash dividend.

A copy of each press release is annexed hereto as Exhibit 1 and Exhibit 2.

The following documents are attached hereto and incorporated by reference herein:

	Exhibit 1.	Press Release, dated August 9, 2004, announcing financial results for the second quarter ended June 30, 2004.

	Exhibit 2.	Press Release, dated August 9, 2004, announcing a cash dividend.

The information set forth in the second, third, fifth, sixth, seventh, ninth, tenth, eleventh and twelfth 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, and the information set forth in the first paragraph in the press release attached as Exhibit 2 to this Report are hereby incorporated by reference into the Registration Statement on Form S-8 (File No. 333-112993) of Lipman Electronic Engineering Ltd.

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: August 10, 2004

EXHIBIT INDEX

Exhibit No.				Description
1.				Press Release, dated August 9, 2004, announcing financial results for the second quarter ended June 30, 2004.
2.				Press Release, dated August 9, 2004, announcing a cash dividend.

EX-99.1

Exhibit 1

FOR FURTHER INFORMATION CONTACT

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

LIPMAN ELECTRONIC ENGINEERING LTD. REPORTS SECOND QUARTER 2004
FINANCIAL RESULTS

Revenues of $38.3 Million for the Second Quarter of 2004, 39.8% year-over-year growth;

Second Quarter Net Income of $6.6 Million, or $0.25 Per Diluted Share;

Excluding Stock-Based Compensation and Special Severance Pay, Second Quarter Non-GAAP Net Income of $8.4 Million, or $0.31 Per Share;

Cash dividend of NIS 0.888 per ordinary share, equal to $0.196 per ordinary share

Rosh Haayin, Israel, August 9, 2004. Lipman Electronic Engineering Ltd. (Nasdaq, TASE: LPMA) today announced financial results for the second quarter ended June 30, 2004.

For the second quarter of 2004, revenues were $38.3 million, an increase of 39.8% over revenues of $27.4 million for the second quarter of 2003. Net income for the quarter was $6.6 million, or $0.25 per diluted share, compared to $7.1 million, or $0.33 per diluted share, for the comparable period in 2003. There were 26,991,269 diluted shares outstanding in the second quarter of 2004 compared to 21,335,734 diluted shares outstanding in the second quarter of 2003. All share and per share data have been retroactively adjusted to reflect a two-for-one stock split effected on June 22, 2004.

Gross profit for the quarter was $18.0 million, or 47.1% of revenues, compared to $12.4 million, or 45.2% of revenues, for the second quarter of 2003.

Operating expenses for the three months ended June 30, 2004 included $1.2 million of non-cash stock-based compensation expenses and $600,000 of special severance pay compared to $689,000 of non-cash stock-based compensation expenses in the comparable period in the prior year. The charge for severance pay relates to the Company's agreement with Mony Zenou, President and CEO of the Company's U.S. subsidiary, in connection with his departure from the Company. Excluding the effect of stock-based compensation and this special severance pay, Non-GAAP net income for the second quarter was $8.4 million, or $0.31 per diluted share, compared to Non-GAAP net income of $7.8 million, or $0.36 per diluted share, for the three months ended June 30, 2003.

As of June 30, 2004, the Company had cash and cash equivalents of $162.8 million compared to $57.5 million as of December 31, 2003. Lipman's cash balance as of June 30, 2004 includes net proceeds of approximately $91.4 million from the Company's initial public offering in the United States.

For the six months ended June 30, 2004, revenues increased 41.8% to $70.4 million, from $49.6 million in the same period last year. Net income for the six months was $11.5 million, or $0.44 per diluted share,

compared to $12.9 million, or $0.61 per diluted share, in the same period in 2003. There were 26,148,485 diluted shares outstanding in the six months ended June 30, 2004 compared to 21,183,071 diluted shares outstanding in the first six months of 2003.

For the six months ended June 30, 2004, gross profit was $33.8 million, or 48.0% of revenues, compared to $25.1 million, or 50.5% of revenues, for the same period in 2003.

Operating expenses for the six months ended June 30, 2004 included $3.0 million of non-cash stock-based compensation expenses and $600,000 of special severance pay compared to $807,000 of non-cash stock-based compensation expenses in the first half of 2003. Excluding the effect of stock-based compensation and special severance pay, Non-GAAP net income for the period was $15.1 million, or $0.58 per diluted share, compared to Non-GAAP net income of $13.7 million, or $0.65 per diluted share, for the six months ended June 30, 2003.

Cash flow from operating activities for the six months ended June 30, 2004 was $15.0 million.

The Company's Board of Directors declared a cash dividend of NIS 0.888 per ordinary share, equal to $0.196 per ordinary share, based on the rate of exchange on August 9, 2004, the date the dividend was declared. The record date for the dividend is August 23, 2004, and the payment date for the dividend is September 8, 2004. The dividend payment to shareholders who are non-residents of Israel is subject to a withholding tax of up to 25% under Israeli law.

During the second quarter, Lipman received certification for its NURIT 8320 and 8000S Point of Sale ("POS") terminals for use on the Telefonica Movistar Mexico wireless network, which is one of the largest in Mexico with a subscriber base of over 4 million and coverage in 90 cities. The Company is planning to commence sales to the region during the second half of 2004.

Lipman also announced that Mony Zenou, President and CEO of the Company's U.S. subsidiary, who was directly involved in the establishment of Lipman USA over 10 years ago, has decided to leave the Company and pursue other endeavors. Therefore, the Company and Mr. Zenou have come to a mutual understanding not to renew Mr. Zenou's contract when it expires on September 30, 2004. Mr. Zenou will be available as a consultant to the Company until the end of 2005. During the interim period and until a successor is appointed, Isaac Angel, Lipman's President and CEO, will directly assume Mr. Zenou's responsibilities. The Company is currently seeking a replacement for Mr. Zenou.

Commenting on the results, Isaac Angel, President and Chief Executive Officer of Lipman said, "We continued to perform well in the second quarter, achieving strong year-over-year growth and meeting our forecasts for our operating metrics. We continued working toward the initiatives outlined in our growth strategy and continue to see positive results from these efforts."

Mr. Angel added, "Our performance in existing regions remained strong, as we received major orders from a number of large customers in key geographic regions while continuing our efforts to penetrate new markets and further establish Lipman's global presence. We continued to aggressively pursue sales opportunities throughout the world and are extremely pleased with the results that we see from these efforts on a daily basis."

He concluded, "In addition to our operational success during the quarter, we continued working to position Lipman for long-term growth and further establish the Company as a leader in the market. We made a number of significant technological advances, including the launch of the NURIT 8100, as well as key enhancements to several of our existing products. We believe that these efforts will enable us to continue to grow the Company, maintain our technological leadership, expand our presence in the markets we serve and increase our share of the worldwide POS terminal market."

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.

Lipman Electronic Engineering Ltd.

CONSOLIDATED BALANCE SHEET

U.S. dollars in thousands

				June 30, 2004				December 31, 2003
				(Unaudited)				(Audited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents					162,766				57,465
Trade receivables, net					20,220				23.473
Other receivables and prepaid expenses					6,573				5,114
Inventories					30,545				28,889
Total current assets					220,104				114,941
Long term marketable securities					1,600				1,600
Property, plant and equipment, net					7,643				6,966
Severance pay fund					2,364				2,196
Other long-term assets					794				123
Intangible assets, net					7,093				7,196
Goodwill					1,150				1,150
Total assets					240,748				134,172
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term bank loans					326				145
Trade payables					8,362				11,917
Other payables and accrued expenses					13,417				11,517
Total current liabilities					22,105				23,579
Long-term bank loans					—				1,119
Accrued severance pay					3,441				3,083
Total shareholders' equity					215,202				106,391
Total liabilities and shareholders' equity					240,748				134,172

Lipman Electronic Engineering Ltd.

CONSOLIDATED STATEMENTS OF OPERATIONS

U.S. dollars in thousands (except share and per share data)

				Three Months Ended June 30,								Six Months Ended June 30,
				2004				2003				2004				2003
				(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)
Revenues					38,283				27,379				70,386				49,636
Cost of revenues					20,247				15,009				36,612				24,558
Gross profit					18,036				12,370				33,774				25,078
Operating expenses:
Research and development					1,606				1,182				3,094				2,318
Selling and marketing					4,288				3,811				8,412				7,523
General and administrative					2,250				1,348				4,765				2,927
Special severance pay					600				—				600				—
Stock-based compensation					1,205				689				3,045				807
Amortization of intangible assets					52				52				103				103
Total operating expenses					10,001				7,082				20,019				13,678
Operating income					8,035				5,288				13,755				11,400
Financial income, net					415				2,050				681				2,239
Other income, net					—				71				—				109
Income before taxes on income					8,450				7,409				14,436				13,748
Taxes on income					1,807				338				2,953				871
Net income					6,643				7,071				11,483				12,877
Diluted earnings per share(*)					0.25				0.33				0.44				0.61
Number of shares for diluted earnings per share(*)					26,991,269				21,335,734				26,148,485				21,183,071

	(*) All share and per share data have been retroactively adjusted for a two-for-one stock split effected on June 22, 2004.

Lipman Electronic Engineering Ltd.

CONSOLIDATED STATEMENTS OF CASH FLOWS

U.S. dollars in thousands

				Three Months Ended June 30,								Six Months Ended June 30,
				2004				2003				2004				2003
				(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)
Cash flow from operating activities:
Net income for the period					6,643				7,071				11,483				12,877
Adjustments require to reconcile net income to net cash provided by operating activities:
Depreciation and amortization					340				240				607				475
Stock-based compensation related to options issued to employees and others					1,205				689				3,045				807
Decrease (increase) in trade receivables and other receivables					2,487				(5,720	)			3,427				(5,852	)
Decrease (increase) in inventories					729				(454	)			(1,656	)			2,160
Increase (decrease) in trade payables & other liabilities					1,867				4,794				(1,655	)			3,812
Deferred income taxes, net					(232	)			298				(815	)			127
Other					86				(896	)			515				(636	)
Net cash provided by operating activities					13,125				6,022				14,951				13,770
Cash flow from investing activities:
Purchase of property, plant and equipment					(779	)			(254	)			(1,342	)			(360	)
Other					42				350				65				316
Net cash provided by (used in) investing activities					(737	)			96				(1,277	)			(44	)
Cash flow from Financing activities:
Exercise of options granted to employees					280				95				1,201				439
Issuance of shares, net					(80	)			—				91,347				—
Principal payments of long-term bank loans					(886	)			(35	)			(921	)			(64	)
Dividend Paid					—				(4,661	)			—				(4,661	)
Net cash provided by (used in) financing activities					(686	)			(4,601	)			91,627				(4,286	)
Increase in cash and cash equivalents					11,702				1,517				105,301				9,440
Cash and cash equivalents at the beginning of the period					151,064				43,445				57,465				35,522
Cash and cash equivalents at the end of the period					162,766				44,962				162,766				44,962

EX-99.2

EXHIBIT 2

FOR FURTHER INFORMATION CONTACT

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

LIPMAN ELECTRONIC ENGINEERING LTD. DECLARES DIVIDEND

Rosh Haayin, Israel, August 9, 2004 – Lipman Electronic Engineering Ltd. (Nasdaq: LPMA), a leading provider of electronic payment systems, today announced that its Board of Directors has declared a cash dividend of NIS 0.888 per ordinary share, payable on September 8, 2004 to holders of record on August 23, 2004. Dividends will be paid in New Israeli Shekels and for those shareholders outside Israel the dividend will be converted into U.S. dollars based on the exchange rate prevailing on the date of the declaration of the dividend. Based on this exchange rate, the dividend is equal to $0.196 per share. The dividend payment to shareholders who are non-residents of Israel is subject to a withholding tax of up to 25% under Israeli law. The aggregate amount of the cash dividend is approximately NIS 23 million, which is equal to approximately $5.1 million.

Commenting on the dividend, Isaac Angel, President and Chief Executive Officer of Lipman said, "This dividend demonstrates the Board's confidence in Lipman's prospects for the future and reaffirms the strength of our current financial position. We believe that issuing this dividend illustrates our commitment to enhancing shareholder value as we continue moving forward toward our goal of growing the Company by expanding our suite of offerings, leveraging new technologies and penetrating new markets."

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 186\0\100745