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

                                    FORM 6-K

  REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE
                         SECURITIES EXCHANGE ACT OF 1934

For the month of August 2004.

Commission File Number 001-14552

                             TOP IMAGE SYSTEMS LTD.
--------------------------------------------------------------------------------
                 (Translation of registrant's name into English)

                 2 HABARZEL STREET, RAMAT HAHAYAL, ISRAEL 69710
--------------------------------------------------------------------------------
                     (Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports
under cover of 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-____________.


           PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
          CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE
               FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.







         Attached to this report on Form 6-K, and incorporated by reference
herein, is the Registrant's press release dated August 16, 2004, regarding the
Registrant's second quarter financial results.

         This report on Form 6-K is incorporated by reference into the
Registrant's Registration Statement on Form S-8 under the Securities Act of
1933, filed on December 19, 2002 (Registration No. 333-101990).



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                                   SIGNATURES

         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.
                                              Top Image Systems Ltd.

Date:    August 24, 2004                      By  /s/ Ido Schechter
                                                  Ido Schechter
                                              ----------------------------------
                                                  Chief Executive Officer



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