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                                    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 April 2005

                        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  X                  Form 40-F
                              ---                           ---

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

If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-
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         Attached hereto as Exhibit 1 and incorporated herein by reference are
interim condensed consolidated financial statements for the three months ended
March 31, 2004 and 2005.

         Attached hereto as Exhibit 2 and incorporated herein by reference are
the operating results and financial review and prospects in connection with
interim condensed consolidated financial statements for the three months ended
March 31, 2005.

         The information set forth in this Report on Form 6-K are hereby
incorporated by reference into the Registration Statement on Form S-8 (File No.
333-112993) and the Registration Statement on Form S-8 (File No. 333-122374) 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: April 26, 2005






















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                                  EXHIBIT INDEX

Exhibit No.       Description
-----------       -----------

1.                Interim condensed consolidated financial statements for the
                  three months ended March 31, 2004 and 2005.

2                 The operating results and financial review and prospects in
                  connection with interim condensed consolidated financial
                  statements for the three months ended March 31, 2005.
























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