SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

F O R M 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 OctoberDecember, 2004

ROBOMATIX TECHNOLOGIES LTD.

1 Azrieli Center
Tel Aviv, 67021
Israel

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 o

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

Yes o No x

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

~~Robomatix Technologies~~ ~~Ltd.~~- ~~Announces~~1 ~~Resolution to Take Steps required for Listing its Shares on the NASDAQ SmallCap Market and on the Tel Aviv Stock Exchange~~ -

TEL AVIV, Israel, October 13, 2004 /PRNewswire/ – Robomatix Technologies Ltd.Announces (OTC BulletinFinancial Board:Results RBMXF), announces that its Board of Directors has resolved to take all steps required to meet the NASDAQ Smallcap Market listing requirements for listing its shares on the NASDAQ SmallCap Market. Subject to Robomatix meeting the said requirements and having the shares listed on the NASDAQ SmallCap Market, and following the amendment to the Israeli regulations regarding dual listing, to take all steps required to perform a dual listing such that the shares of Robomatix shall also be listed on the Tel Aviv Stock Exchange.

Forward LookingThree StatementsCertainMonths statementsEnded containedMarch in this press release are forward-looking statements that involve risks and uncertainties. The statements contained herein that are not purely historical are forward looking statements within the meaning of Section 27A of the Securities Act of 193331, as2004 amended and Section 21ESix ofMonths theEnded SecuritiesJune Exchange Act of 193430, as amended. Forward-looking statements deal with the Company’s current plans, intentions, beliefs and expectations and statements of future economic performance. Statements containing terms like “believes,” “does not believe,” “plans,”“expects,” “intends,” “estimates,” “anticipates”and other phrases of similar meaning are considered to imply uncertainty and are forward-looking statements. 2004

Forward-lookingFurther statementsRobomatix involve knownAnnounces andReceipt unknownof risksAdvance andPayment uncertaintiesFrom thatTadiran mayTelecom causeBusiness theSystems Company’s actual results in future periods to differ materially from what is currently anticipatedLtd. Factors thatAnd couldAmendments cause or contribute to suchits differencesRights include those discussed from time to time in reportseLady filed by the Company with the Securities and Exchange CommissionLtd. The Company cannot guarantee its future results, levels of activity, performance or achievements.

~~SIGNATURES~~ TEL AVIV, Israel, December 2, 2004 /PRNewswire/ – Robomatix Technologies Ltd. (OTC Bulletin Board: RBMXF.OB), a holding company, announced today its financial results for the first and second quarters of year 2004. As used herein, “Robomatix” or “Company” refers to Robomatix Technologies Ltd. and its consolidated subsidiaries, unless the context suggests otherwise or when we refer to a specific subsidiary.

~~Pursuant~~Robomatix currently holds, through a towholly ~~the~~owned ~~requirements~~subsidiary, all of the ~~Securities~~outstanding ~~Exchange~~share ~~Act~~capital of ~~1934~~Franz Kalff GmbH, a German company engaged in the ~~registrant~~business ~~has~~of ~~duly~~manufacturing ~~caused~~through contractors, marketing and ~~this~~sale ~~report~~of tofirst beaid ~~signed~~kits onprimarily for the automotive industry. Robomatix holds indirect interests in eLady Ltd., a Japanese Internet commerce portal for women, and direct interests in public Israeli companies Leader Tech Ltd. and Israel Land Development Insurance Company. Additionally, Robomatix completed its ~~behalf~~purchase byof the ~~undersigned~~assets and liabilities of the service, ~~thereunto~~maintenance, ~~duly~~sales ~~authorized~~and marketing divisions in Israel of Tadiran Telecom Business Systems Ltd., in the field of communication services.

~~ROBOMATIX~~Sales ~~TECHNOLOGIES~~for ~~LTD~~the first quarter of 2004 were $7.2 ~~BY:~~million, ~~/S/~~compared ~~Zvika~~to ~~Barinboim——————————————~~sales ~~Zvika~~of ~~BarinboimChairman~~$4.7 million in the first quarter of 2003. Gross margins for the ~~Board~~first quarter of ~~Directors~~2004 were 21.8%, compared to 21.6% for the first quarter of 2003.

~~Date:~~Sales ~~October~~for 19the second quarter of 2004 were $3.8 million, compared to sales of $7.2 million in the first quarter of 2004 and $2.7 million in the second quarter of 2003. Gross margins for the second quarter of 2004 were 21.3%, compared to 21.8% for the first quarter of 2004 and 21.7% for the second quarter of 2003.

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Sales for the first six months of 2004 were $11.0 million, compared to sales of $7.5 million for the first six months of 2003. Gross margins were 21.6% for the first six months of 2004, compared to 22.1% for the first six months of 2003.

Selling and marketing, general and administrative expenses in the first three months of 2004 increased to $0.91 million from $0.73 million in the first three months of 2003.

Selling and marketing, general and administrative expenses in the second quarter of 2004 decreased to $0.81 million from $0.85 million in the second quarter of 2003.

Selling, general and administrative expenses in the first six months of 2004 increased to $1.7 million from $1.5 million in the first six months of 2003. The Company reported a net income for the first six months of 2004 of $0.024 million, or $0.00 per share, compared to a net income of $1.2 million, or $0.09 per share in the first six months of 2003.

The Company reported a net profit for the first quarter of 2004 of $0.25 million, or $0.02 per share. This compares to a net loss of $(0.26) million, or $(0.02) per share in the first quarter of 2003.

The Company reported a net loss for the second quarter of 2004 of $(0.22) million, or $(0.02) per share. This compares to a net income of $0.25 million, or $0.02 per share in the first quarter of 2004, and a net income of $1.57 million, or $0.12 per share, for the second quarter of 2003.

Tadiran Telecom Business Systems Ltd.:

Robomatix further announces following its announcement dated July 20, 2004, that it has completed the purchase of certain activities and assets of Tadiran Telecom Business Systems Ltd. (the “Seller”), through a partnership in which Robomatix holds the majority interest. It is Robomatix’s intention to have additional partners join the partnership which shall hold up to 20% of the partnership interests, under the same terms and conditions of Robomatix for the purchase of such activities.

- 3 -

As part of the transaction, Robomatix undertook to issue to the Seller options to purchase Ordinary Shares of Robomatix equal to 10% of the Company’s share capital, on a fully diluted basis, at an exercise price per share of $0.7, exercisable for a period of three years. In addition, Robomatix undertook to issue approximately 20% of its issued share capital, on a fully diluted basis, to the management, directors and employees of the partnership, at an exercise price per share of $0.77, of which certain options shall be vested immediately and certain options shall vest over a period of three years.

In accordance with the agreement, all the purchased assets were purchased as of March 31, 2004, and accordingly all the results after such date belong to the partnership. As of the closing date, the Seller paid to the partnership $1.2 million as an advance payment on account of the profit of the activities purchased for the second and third quarters of 2004. The sum of $1.2 million is based on a proforma calculation of the financial results for the second quarter of 2004 of the service division only (without the sales and marketing division) that was prepared by the Seller, according to which the revenues for that period were $2.8 million, the gross profit was $1.3 million and the income from operations was $1.2 million. A final settlement regarding the amount due to the partnership has not yet been completed.

The proforma financial results of the service division only (without the sales and marketing division) that was prepared by the Seller for the year ending December 31, 2003 were as follows: Revenues- $11million, Gross profit- $5.3 million, income from operations- $4.8 million. Financial results for the sales and marketing division were not delivered yet, however the Seller estimates that such division did not generate significant profit or loss during the relevant period.

It is hereby clarified that the above amounts are not an indication of the future profit of the partnership or to the final settlement with the Seller. The results were not prepared in accordance with General Acceptable Accounting Principles (GAAP).

- 4 -

eLady Ltd.:

Recently eLady Ltd. required additional funds in order to allow its continued operations. eLady Ltd. entered into a loan agreement in an amount of up to $400,000. The loan was provided subject to an amendment and reduction of the liquidation preference rights of the existing shareholders of eLady, including Robomatix, and undertakings of the existing shareholders, including Robomatix, to vote in certain matters together with the controlling shareholder of eLady.

Based on information provided to Robomatix by the management of eLady regarding eLady’s financial status Robomatix shall consider writing off part of its investment in eLady.

Forward Looking Statements:

Certain statements contained in this press release are forward-looking statements that involve risks and uncertainties. The statements contained herein that are not purely historical are forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements deal with the Company’s current plans, intentions, beliefs and expectations and statements of future economic performance. Statements containing terms like “believes,”“does not believe,” “plans,” “expects,” “intends,”“estimates,” “anticipates” and other phrases of similar meaning are considered to imply uncertainty and are forward-looking statements.

Forward-looking statements involve known and unknown risks and uncertainties that may cause the Company’s actual results in future periods to differ materially from what is currently anticipated. Factors that could cause or contribute to such differences include those discussed from time to time in reports filed by the Company with the Securities and Exchange Commission. The Company cannot guarantee its future results, levels of activity, performance or achievements.

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CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands

	March 31,				December 31, 2 0 0 3
	2 0 0 4		2 0 0 3		December 31, 2 0 0 3
	Unaudited


ASSETS

CURRENT ASSETS:
Cash and cash equivalents		2,490		1,788		1,742
Marketable securities		258		104		293
Trade receivables		3,039		2,287		1,266
Other accounts receivable and prepaid expenses		599		285		1,003
Inventories		2,361		1,744		4,725


Total current assets		8,747		6,208		9,029



LONG-TERM INVESTMENTS AND RECEIVABLES:
Long-term receivables		-		179		-
Investment in other companies		4,784		4,703		4,748


		4,784		4,882		4,748



PROPERTY, PLANT AND EQUIPMENT, NET		96		118		115



DEFERRED TAXES		1,838		1,924		2,276



GOODWILL		564		564		564



Total assets		16,029		13,696		16,732

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ROBOMATIX TECHNOLOGIES LTD.
AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

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

	March 31,						December 31,
	2 0 0 4			2 0 0 3			2 0 0 3
	Unaudited


LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Short-term bank credit		-			2,097			2,004
Current maturities of long-term loan		565			429			565
Trade payables		1,242			917			819
Other accounts payable and accrued expenses		2,531			1,719			1,707


Total current liabilities		4,338			5,162			5,095


LONG-TERM LIABILITIES:
Long-term loan, net of current maturities		3,518			2,128			3,617
Accrued severance pay		633			569			652
Excess of losses over investment in affiliate		-			491			-


		4,151			3,188			4,269


SHAREHOLDERS' EQUITY:
Share capital -
Ordinary shares of NIS 1.46 par value:
Authorized: 30,000,000 shares as of March 31, 2004 and December 31, 2003; Issued and outstanding: 13,599,626 shares as of March 31 2004 and December 31, 2003		5,649			5,649			5,649
Additional paid-in capital		30,133			30,133			30,133
Accumulated other comprehensive income (loss)		438			18			512
Accumulated deficit		(28,680	)		(30,454	)		(28,926	)


Total shareholders' equity		7,540			5,346			7,368


Total liabilities and shareholders' equity		16,029			13,696			16,732

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ROBOMATIX TECHNOLOGIES LTD.
AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

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

	Three months ended March 31,						Year ended December 31, 2 0 0 3
	2 0 0 4			2 0 0 3			Year ended December 31, 2 0 0 3
	Unaudited


Sales		7,226			4,709			12,493
Cost of sales		5,649			3,694			9,649


Gross profit		1,577			1,015			2,844

Selling and marketing expenses		297			230			946
General and administrative expenses		611			498			1,949


Operating income (loss)		669			287			(51	)

Other income (expenses)		21			(458	)		1,045
Financial expenses, net		(73	)		(151	)		(10	)


Income (loss) before taxes on income		617			(322	)		984

Taxes on income		371			159			195


		246			(481	)		789
Equity in earnings of an affiliate		-			223			481


Net income (loss)		246			(258	)		1,270


Basic and diluted net earnings (loss) per share (in
U.S. dollars)		0.02			(0.02	)		0.09


Weighted average number of shares used in computing
basic and diluted earnings (loss) per share		13,599,626			13,599,626			13,599,626

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ROBOMATIX TECHNOLOGIES LTD.
AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands

	June 30,				December 31, 2 0 0 3
	2 0 0 4		2 0 0 3		December 31, 2 0 0 3
	Unaudited


ASSETS

CURRENT ASSETS:
Cash and cash equivalents		2,222		2,382		1,742
Marketable securities		279		295		293
Trade receivables		2,830		1,917		1,266
Other accounts receivable and prepaid expenses		507		741		1,003
Inventories		2,247		2,193		4,725


Total current assets		8,085		7,528		9,029



LONG-TERM INVESTMENTS AND RECEIVABLES:
Long-term receivables		-		326		-
Investment in other companies		3,580		4,706		4,748


		3,580		5,032		4,748



PROPERTY, PLANT AND EQUIPMENT, NET		81		101		115



DEFERRED TAXES		1,747		2,680		2,276



GOODWILL		564		-		564



Total assets		14,057		15,341		16,732

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ROBOMATIX TECHNOLOGIES LTD.
AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

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

	June 30,						December 31,
	2 0 0 4			2 0 0 3			2 0 0 3
	Unsuited


LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Short-term bank credit		-			2,230			2,004
Current maturities of long-term loan		565			429			565
Trade payables		1,208			1,058			819
Other accounts payable and accrued expenses		2,362			1,579			1,707


Total current liabilities		4,135			5,296			5,095


LONG-TERM LIABILITIES:
Long-term loan, net of current maturities		2,288			2,169			3,617
Accrued severance pay		628			603			652
Excess of losses over investment in affiliate		-			-			-


		2,916			2,772			4,269


SHAREHOLDERS' EQUITY:
Share capital -
Ordinary shares of NIS 1.46 par value:
Authorized: 30,000,000 shares as of March 31, 2004 and December 31, 2003; Issued and outstanding: 13,599,626 shares as of March 31, 2004 and December 31, 2003		5,649			5,649			5,649
Additional paid-in capital		30,133			30,133			30,133
Accumulated other comprehensive income (loss)		126			491			512
Accumulated deficit		(28,902	)		(29,000	)		(28,926	)


Total shareholders' equity		7,006			7,273			7,368


Total liabilities and shareholders' equity		14,057			15,341			16,732

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ROBOMATIX TECHNOLOGIES LTD.
AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

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

	Six months ended						Three months ended						Year ended
	June 30,						June 30,						December 31,
	2 0 0 4			2 0 0 3			2 0 0 4			2 0 0 3			2 0 0 3
	Unaudited						Unaudited

Sales		11,035			7,475			3,809			2,718			12,493
Cost of sales		8,648			5,822			2,999			2,128			9,649


Gross profit		2,387			1,653			810			590			2,844

Selling and marketing expenses		635			509			338			279			946
General and administrative expenses		1,087			947			476			571			1,949


Operating income (loss)		665			197			(4	)		(260	)		(51	)

Other income (expenses)		(22	)		1,026			(43	)		1,788			1,045
Financial expenses, net		(178	)		(387	)		(105	)		(236	)		(10	)


Income (loss) before taxes on income		465			836			(152	)		1,292			984

Taxes on income		441			121			70			(38	)		195


		24			715			(222	)		1,330			789
Equity in earnings of an affiliate		-			481			-			236			481


Net income (loss)		24			1,196			(222	)		1,566			1,270


Basic and diluted net earnings
(loss) per share (in U.S.
dollars)		0.00			0.09			(0.02	)		0.12			0.09


Weighted average number of shares
used in computing basic and
diluted earnings (loss) per share		13,599,626			13,599,626			13,599,626			13,599,626			13,599,626

- 11 -

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.

ROBOMATIX TECHNOLOGIES LTD.

BY: /S/ Zvika Barinboim
——————————————
Zvika Barinboim
Chairman of the Board of Directors

Date: December 2, 2004

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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

F O R M 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 OctoberDecember, 2004

ROBOMATIX TECHNOLOGIES LTD.

1 Azrieli Center Tel Aviv, 67021 Israel

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 o

Yes o No x

Tadiran Telecom Business Systems Ltd.:

Forward Looking Statements:

1 Azrieli Center
Tel Aviv, 67021
Israel

Indicate by check mark whether the registrant files or will
file annual reports under cover of Form 20-F or Form 40-F.

Filing Compare · ROBOMATIX TECHNOLOGIES LTD