<PAGE>

    As filed with the Securities and Exchange Commission on January 30, 2001
                       Registration No. 333-______________

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ---------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                ---------------

                                MIND C.T.I. LTD.
             (Exact name of registrant as specified in its charter)

           Israel                                         Not Applicable
(State or other jurisdiction of                  (I.R.S. Employer Identification
 incorporation or organization)                                Number)

                           Industrial Park, Building 7
                       P.O. Box 144, Yoqneam, Israel 20692
          (Address of principal executive offices, including zip code)


                     MIND C.T.I. LTD. 1998 SHARE OPTION PLAN

                     MIND C.T.I. LTD. 2000 SHARE OPTION PLAN
                            (Full title of the plans)

                                MIND C.T.I. INC.
                                777 Terrace Ave.
                       Hasbrouck Heights, New Jersey 07604
                                 (201) 288-3900
                            Facsimile: (201) 288-4590
 (Name, address of agent for service and telephone number, including area code
                             of agent for service)

                                ---------------

   Copies of all communications, including all communications to the agent for
                          service, should be sent to:

                                ---------------

                                 NEIL GOLD, ESQ.
                           FULBRIGHT & JAWORSKI L.L.P.
                                666 FIFTH AVENUE
                            NEW YORK, NEW YORK 10103
                                 (212) 318-3000

                                ---------------
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

====================================================================================================================================
                                       Amount to be        Proposed maximum          Proposed maximum          Amount of
 Title of Securities to be registered  Registered (1)      offering price per share  aggregate offering price  Registration fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                 <C>                      <C>                    <C>
 Ordinary shares, nominal value        240,680             $7.875  (2)               $1,895,355  (2)           $473.84
 NIS 0.01 per share
------------------------------------------------------------------------------------------------------------------------------------
 Ordinary shares, nominal value        50,000              $0.15  (3)                $7,500  (3)               $1.88
 NIS 0.01 per share
------------------------------------------------------------------------------------------------------------------------------------
 Ordinary shares, nominal value        224,220             $0.57  (4)                $127,805  (4)             $31.95
 NIS 0.01 per share
------------------------------------------------------------------------------------------------------------------------------------
 Ordinary shares, nominal value        103,000             $1.25  (5)                $128,750  (5)             $32.19
 NIS 0.01 per share
------------------------------------------------------------------------------------------------------------------------------------
 Ordinary shares, nominal value        218,200             $5.00  (6)                $1,091,000  (6)           $272.75
 NIS 0.01 per share
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                 <C>                      <C>                    <C>
 Ordinary shares, nominal value        1,240,900           $5.875  (7)               $7,290,288  (7)           $1,822.57
 NIS 0.01 per share
------------------------------------------------------------------------------------------------------------------------------------
 Ordinary shares, nominal value        229,000             $10.00  (8)               $2,290,000  (8)           $572.50
 NIS 0.01 per share
------------------------------------------------------------------------------------------------------------------------------------
          Total                        2,306,000                                     $12,830,698               $3,207.68
====================================================================================================================================
</TABLE>

(1)    This registration statement shall also cover such additional
       indeterminable number of shares as may be required pursuant to the MIND
       C.T.I. Ltd. 1998 Share Option Plan and the MIND C.T.I. Ltd. 2000 Share
       Option Plan in the event of a stock dividend, stock split,
       recapitalization or other similar change in the Ordinary Shares.

(2)    Estimated in accordance with Rule 457(h) under the Securities Act of
       1933, as amended, solely for the purpose of calculating the registration
       fee, based on the average of the high and low prices of MIND's ordinary
       shares as reported on the Nasdaq Stock Market's National Market on
       January 24, 2001.

(3)    Estimated in accordance with Rule 457(h) under the Securities Act of
       1933, as amended, solely for the purpose of calculating the registration
       fee, based on an exercise price of $0.15 per share with respect to
       options granted to purchase 50,000 ordinary shares.

(4)    Estimated in accordance with Rule 457(h) under the Securities Act of
       1933, as amended, solely for the purpose of calculating the registration
       fee, based on an exercise price of $0.57 per share with respect to
       options granted to purchase 224,220 ordinary shares.

(5)    Estimated in accordance with Rule 457(h) under the Securities Act of
       1933, as amended, solely for the purpose of calculating the registration
       fee, based on an exercise price of $1.25 per share with respect to
       options granted to purchase 103,000 ordinary shares.

(6)    Estimated in accordance with Rule 457(h) under the Securities Act of
       1933, as amended, solely for the purpose of calculating the registration
       fee, based on an exercise price of $5.00 per share with respect to
       options granted to purchase 218,200 ordinary shares.

(7)    Estimated in accordance with Rule 457(h) under the Securities Act of
       1933, as amended, solely for the purpose of calculating the registration
       fee, based on an exercise price of $5.875 per share with respect to
       options granted to purchase 1,240,900 ordinary shares.

(8)    Estimated in accordance with Rule 457(h) under the Securities Act of
       1933, as amended, solely for the purpose of calculating the registration
       fee, based on an exercise price of $10.00 per share with respect to
       options granted to purchase 229,000 ordinary shares.
<PAGE>

                     AUTHORIZATION FROM THE STATE OF ISRAEL

         We have received from the Securities Authority of the State of Israel
an exemption from Israel's prospectus publication requirements in connection
with the employee benefit plans covered herein. Nothing in this exemption shall
be construed as authenticating the matters contained in this registration
statement, or as an approval of their reliability or adequacy, or as an
expression of opinion as to the quality of the securities offered by this
registration statement.
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     In accordance with the rules and regulations of the Securities and Exchange
Commission, the documents containing the information called for in Part I of
Form S-8 will be sent or given to individuals who participate in the MIND C.T.I.
Ltd. 1998 Share Option Plan and the MIND C.T.I. Ltd. 2000 Share Option Plan, as
the case may be, adopted by MIND C.T.I. Ltd. (the "Company") and are not being
filed with or included in this Form S-8.
<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents filed by the Company are incorporated herein by
         reference:

         (i)    The Company's Registration Statement on Form F-1 filed with the
                Commission on August 2, 2000.

         (ii)   Description of the Company's ordinary shares contained in Item 1
                of the Registration Statement on Form 8-A filed on August 2,
                2000.

         In addition to the foregoing, all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment
indicating that all of the securities offered hereunder have been sold or
deregistering all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed document that is
also incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         The validity of the shares being offered hereby will be passed upon for
us by Goldfarb, Levy, Eran & Co., Tel Aviv, Israel, our Israeli counsel.

Item 6.  Indemnification of Directors and Officers

         The Israeli Companies Law, 5759-1999 (the "Companies Law") permits a
company's articles of association to authorize the company to (i) prospectively
exculpate an officer or director from liability for damage resulting from such
officer's or director's breach of duty of care to the company, (ii) enter into a
contract to insure an officer or director for the breach of his duty of care or
to the extent that he acted in good faith and had a reasonable basis to believe
that one act would not prejudice the company, duty of loyalty or for monetary
liabilities charged against him as a result of an act or omission he committed
in connection with his serving as an officer or director and (iii) indemnify an
officer or director in connection with his service in that capacity for monetary
liability incurred as a result of an action brought against him by a third
party, as well as for reasonable expenses incurred in a civil action brought
against him by or on behalf of the company or by other third parties or, in
certain circumstances, in a criminal action.

                                     II-1
<PAGE>

         These provisions are specifically limited in their scope by the
Companies Law, which provides that a company may not indemnify an officer or
director nor enter into an insurance contract that would provide coverage for
any monetary liability incurred as a result of the following: (i) a breach by
the director or officer of his duty of loyalty unless he acted in good faith and
had a reasonable basis to believe that the act would not prejudice the company;
(ii) a breach by the director or officer of his duty of care if such breach was
done intentionally or in disregard of the circumstances of the breach or its
consequences; (iii) any act or omission done with the intent to derive an
illegal personal benefit; or (iv) any fine levied against the director or
officer as a result of a criminal offense.

         The Registrant has obtained liability insurance covering its officers
and directors.

         Article 70 of the Amended and Restated Articles of Association of the
Registrant provides as follows:

         "70.  Exculpation, Indemnity and Insurance

         (a) For purposes of these Articles, the term "Office Holder" shall mean
every Director and every officer of the Company, including, without limitation,
each of the persons defined as "Nosei Misra" in the Companies Law.

         (b) Subject to the provisions of the Companies Law, the Company may
prospectively exculpate an Office Holder from all or some of the Office Holder's
responsibility for damage resulting from the Office Holder's breach of the
Office Holder's duty of care to the Company.

         (c) Subject to the provisions of the Companies Law, the Company may
indemnify an Office Holder in respect of an obligation or expense specified
below imposed on the Office Holder in respect of an act performed in his
capacity as an Office Holder, as follows:

             (i)    a financial obligation imposed on him in favor of another
             person by a court judgment, including a compromise judgment or an
             arbitrator's award approved by court;

              (ii)  reasonable litigation expenses, including attorneys' fees,
              expended by an Office Holder or charged to the Office Holder by a
              court, in a proceeding instituted against the Office Holder by the
              Company or on its behalf or by another person, or in a criminal
              charge from which the Office Holder was acquitted, or in a
              criminal proceeding in which the Office Holder was convicted of an
              offense that does not require proof of criminal intent.

                  The Company may undertake to indemnify an Office Holder as
aforesaid, (aa) prospectively, provided that the undertaking is limited to
categories of events which in the opinion of the Board of Directors can be
foreseen when the undertaking to indemnify is given, and to an amount set by the
Board of Directors as reasonable under the circumstances and (bb) retroactively.

              (d) Subject to the provisions of the Companies Law, the Company
may enter into a contract for the insurance of all or part of the liability of
any Office Holder imposed on the

                                     II-2
<PAGE>

Office Holder in respect of an act performed in his capacity as an Office
Holder, in respect of each of the following:

          (i)   a breach of his duty of care to the Company or to another
          person;

          (ii)  a breach of his duty of loyalty to the Company, provided that
          the Office Holder acted in good faith and had reasonable cause to
          assume that such act would not prejudice the interests of the Company;

          (iii) a financial obligation imposed on him in favor of another
          person.

      (e) The provisions of Articles 70(a), 70(b) and 70(c) above are not
intended, and shall not be interpreted, to restrict the Company in any manner in
respect of the procurement of insurance and/or in respect of indemnification (i)
in connection with any person who is not an Office Holder, including, without
limitation, any employee, agent, consultant or contractor of the Company who is
not an Office Holder, and/or (ii) in connection with any Office Holder to the
extent that such insurance and/or indemnification is not specifically prohibited
under law; provided that the procurement of any such insurance and/or the
provision of any such indemnification shall be approved by the Audit Committee
of the Company."

Item 7.           Exemption from Registration Claimed

          Not Applicable.

Item 8.            Exhibits

          4.1.     MIND C.T.I. Ltd. 1998 Share Option Plan

          4.2.     MIND C.T.I. Ltd. 2000 Share Option Plan

          5        Opinion of Goldfarb, Levy, Eran & Co.

          23.1     Consent of Kesselman & Kesselman, a member of
                   Pricewaterhouse-Coopers LLP

          23.2     Consent of Goldfarb, Levy, Eran & Co. (included in Exhibit 5)

          24       Power of Attorney (included in signature page)

Item 9.            Undertakings

          (a)      The undersigned registrant hereby undertakes:

          (1)      To file, during any period in which offers or sales are being
         made, a post-effective amendment to this registration statement:

        (i)   To include any prospectus required by section 10(a)(3) of the
        Securities Act of 1933;

                                     II-3
<PAGE>

        (ii)  To reflect in the prospectus any facts or events arising after the
        effective date of the Registration Statement (or the most recent post-
        effective amendment thereof) which, individually or in the aggregate,
        represent a fundamental change in the information in the registration
        statement. Notwithstanding the foregoing, any increase or decrease in
        volume of securities offered (if the total dollar value of securities
        offered would not exceed that which was registered) and any deviation
        from the low or high end of the estimated maximum offering range may be
        reflected in the form of prospectus filed with the Commission pursuant
        to Rule 424(b) if, in the aggregate, the changes in volume and price
        represent no more than 20 percent change in the maximum aggregate
        offering price set forth in the "Calculation of Registration Fee" table
        in the effective registration statement;

        (iii) To include any material information with respect to the plan of
        distribution not previously disclosed in the registration statement or
        any material change to such information in the registration statement;

   provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
   the registration statement is on Form S-3 or Form S-8, and the information
   required to be included in a post-effective amendment by those paragraphs is
   contained in periodic reports filed by the registrant pursuant to Section 13
   or 15(d) of the Securities Exchange Act of 1934 that are incorporated by
   reference in the registration statement.

   (2) That, for the purpose of determining any liability under the Securities
   Act of 1933, each such post-effective amendment shall be deemed to be a new
   registration statement relating to the securities offered therein, and the
   offering of such securities at that time shall be deemed to be the initial
   bona fide offering thereof.

   (3) To remove from registration by means of a post-effective amendment any of
   the securities being registered which remain unsold at the termination of the
   offering.

   (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

   (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful

                                     II-4
<PAGE>

defense of any action, suit or proceeding) is asserted by such director,
officer, or controlling person of the registrant in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.


                                     II-5
<PAGE>

                                   SIGNATURES

(a) Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tel Aviv on the 28th day of January, 2001.

                                      MIND C.T.I. Ltd.

                                      By: /s/ Monica Eisinger
                                          ----------------------------------
                                          Monica Eisinger
                                          President and Chief Executive
                                          Officer

                                POWER OF ATTORNEY

(b) KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below constitutes and appoints Monica Eisinger and Yaron Amir, or either of
them, the undersigned's true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and any
registration statement relating to the offering hereunder pursuant to Rule 462
under the Securities Act of 1933, as amended, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in connection therewith as fully to
all intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or either of
them, or their or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

(c) Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<TABLE>
<CAPTION>

Signature                                               Title                                   Date
---------                                               -----                                   ----
<S>                                                  <C>                                      <C>
/s/ Monica Eisinger                                     President                               January28, 2001
---------------------------------------------------
Monica Eisinger

/s/ Elad Naggar                                         Chief Financial Officer (principal      January 28, 2001
---------------------------------------------------
Elad Naggar                                             financial and accounting officer)

/s/ Lior Salansky                                       Director                                January 28, 2001
---------------------------------------------------
Lior Salansky

/s/ Ilan Rosen                                          Director                                January 28, 2001
---------------------------------------------------
Ilan Rosen

/s/ Kevin Mohan                                         Director                                January 28, 2001
---------------------------------------------------
Kevin Mohan

Authorized Representative in the United States:
   MIND C.T.I. Inc.

By:  /s/ Ilan Melamed                                   Vice President, U.S., Operations        January 28, 2001
     ----------------------------------------------
     Ilan Melamed
</TABLE>
<PAGE>

                                INDEX TO EXHIBITS

     Exhibit
       No.          Description
     -------        -----------
       4.1          MIND C.T.I. Ltd. 1998 Stock Option Plan
       4.2          MIND C.T.I. Ltd. 2000 Stock Option Plan
        5           Opinion of Goldfarb, Levy, Eran & Co.
      23.1          Consent of Kesselman & Kesselman, a member of
                    PricewaterhouseCoopers, LLP
      23.2          Consent of Goldfarb, Levy, Eran & Co. (included in
                    Exhibit 5)
      24            Power of Attorney (included in signature page)
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 25888}]
{"company-data": {"conformed-name": "MIND CTI LTD", "cik": "0001119083", "assigned-sic": "7371", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-54632", "film-number": "1519445"}, "business-address": {"street1": "INDUSTRIAL PARK BLDG 7 PO BOX 144", "city": "YOQNEAM ILIY 20692 I", "state": "L3", "zip": "00000", "phone": "0119724993"}}
As filed with the Securities and Exchange Commission on January 30, 2001
                       Registration No. 333-______________

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ---------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                ---------------

                                MIND C.T.I. LTD.
             (Exact name of registrant as specified in its charter)

           Israel                                         Not Applicable
(State or other jurisdiction of                  (I.R.S. Employer Identification
 incorporation or organization)                                Number)

                           Industrial Park, Building 7
                       P.O. Box 144, Yoqneam, Israel 20692
          (Address of principal executive offices, including zip code)

                     MIND C.T.I. LTD. 1998 SHARE OPTION PLAN

                     MIND C.T.I. LTD. 2000 SHARE OPTION PLAN
                            (Full title of the plans)

                                MIND C.T.I. INC.
                                777 Terrace Ave.
                       Hasbrouck Heights, New Jersey 07604
                                 (201) 288-3900
                            Facsimile: (201) 288-4590
 (Name, address of agent for service and telephone number, including area code
                             of agent for service)

                                ---------------

   Copies of all communications, including all communications to the agent for
                          service, should be sent to:

                                ---------------

                                 NEIL GOLD, ESQ.
                           FULBRIGHT & JAWORSKI L.L.P.
                                666 FIFTH AVENUE
                            NEW YORK, NEW YORK 10103
                                 (212) 318-3000

                                ---------------
                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                       Amount to be        Proposed maximum          Proposed maximum          Amount of
 Title of Securities to be registered  Registered (1)      offering price per share  aggregate offering price  Registration fee
------------------------------------------------------------------------------------------------------------------------------------
Ordinary shares, nominal value        240,680             $7.875  (2)               $1,895,355  (2)           $473.84
 NIS 0.01 per share
------------------------------------------------------------------------------------------------------------------------------------
 Ordinary shares, nominal value        50,000              $0.15  (3)                $7,500  (3)               $1.88
 NIS 0.01 per share
------------------------------------------------------------------------------------------------------------------------------------
 Ordinary shares, nominal value        224,220             $0.57  (4)                $127,805  (4)             $31.95
 NIS 0.01 per share
------------------------------------------------------------------------------------------------------------------------------------
 Ordinary shares, nominal value        103,000             $1.25  (5)                $128,750  (5)             $32.19
 NIS 0.01 per share
------------------------------------------------------------------------------------------------------------------------------------
 Ordinary shares, nominal value        218,200             $5.00  (6)                $1,091,000  (6)           $272.75
 NIS 0.01 per share
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Ordinary shares, nominal value        1,240,900           $5.875  (7)               $7,290,288  (7)           $1,822.57
 NIS 0.01 per share
------------------------------------------------------------------------------------------------------------------------------------
 Ordinary shares, nominal value        229,000             $10.00  (8)               $2,290,000  (8)           $572.50
 NIS 0.01 per share
------------------------------------------------------------------------------------------------------------------------------------
          Total                        2,306,000                                     $12,830,698               $3,207.68
====================================================================================================================================
(1)    This registration statement shall also cover such additional
       indeterminable number of shares as may be required pursuant to the MIND
       C.T.I. Ltd. 1998 Share Option Plan and the MIND C.T.I. Ltd. 2000 Share
       Option Plan in the event of a stock dividend, stock split,
       recapitalization or other similar change in the Ordinary Shares.

(2)    Estimated in accordance with Rule 457(h) under the Securities Act of
       1933, as amended, solely for the purpose of calculating the registration
       fee, based on the average of the high and low prices of MIND's ordinary
       shares as reported on the Nasdaq Stock Market's National Market on
       January 24, 2001.

(3)    Estimated in accordance with Rule 457(h) under the Securities Act of
       1933, as amended, solely for the purpose of calculating the registration
       fee, based on an exercise price of $0.15 per share with respect to
       options granted to purchase 50,000 ordinary shares.

(4)    Estimated in accordance with Rule 457(h) under the Securities Act of
       1933, as amended, solely for the purpose of calculating the registration
       fee, based on an exercise price of $0.57 per share with respect to
       options granted to purchase 224,220 ordinary shares.

(5)    Estimated in accordance with Rule 457(h) under the Securities Act of
       1933, as amended, solely for the purpose of calculating the registration
       fee, based on an exercise price of $1.25 per share with respect to
       options granted to purchase 103,000 ordinary shares.

(6)    Estimated in accordance with Rule 457(h) under the Securities Act of
       1933, as amended, solely for the purpose of calculating the registration
       fee, based on an exercise price of $5.00 per share with respect to
       options granted to purchase 218,200 ordinary shares.

(7)    Estimated in accordance with Rule 457(h) under the Securities Act of
       1933, as amended, solely for the purpose of calculating the registration
       fee, based on an exercise price of $5.875 per share with respect to
       options granted to purchase 1,240,900 ordinary shares.

(8)    Estimated in accordance with Rule 457(h) under the Securities Act of
       1933, as amended, solely for the purpose of calculating the registration
       fee, based on an exercise price of $10.00 per share with respect to
       options granted to purchase 229,000 ordinary shares.
AUTHORIZATION FROM THE STATE OF ISRAEL

         We have received from the Securities Authority of the State of Israel
an exemption from Israel's prospectus publication requirements in connection
with the employee benefit plans covered herein. Nothing in this exemption shall
be construed as authenticating the matters contained in this registration
statement, or as an approval of their reliability or adequacy, or as an
expression of opinion as to the quality of the securities offered by this
registration statement.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     In accordance with the rules and regulations of the Securities and Exchange
Commission, the documents containing the information called for in Part I of
Form S-8 will be sent or given to individuals who participate in the MIND C.T.I.
Ltd. 1998 Share Option Plan and the MIND C.T.I. Ltd. 2000 Share Option Plan, as
the case may be, adopted by MIND C.T.I. Ltd. (the "Company") and are not being
filed with or included in this Form S-8.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents filed by the Company are incorporated herein by
         reference:

         (i)    The Company's Registration Statement on Form F-1 filed with the
                Commission on August 2, 2000.

         (ii)   Description of the Company's ordinary shares contained in Item 1
                of the Registration Statement on Form 8-A filed on August 2,
                2000.

         In addition to the foregoing, all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment
indicating that all of the securities offered hereunder have been sold or
deregistering all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed document that is
also incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         The validity of the shares being offered hereby will be passed upon for
us by Goldfarb, Levy, Eran & Co., Tel Aviv, Israel, our Israeli counsel.

Item 6.  Indemnification of Directors and Officers

         The Israeli Companies Law, 5759-1999 (the "Companies Law") permits a
company's articles of association to authorize the company to (i) prospectively
exculpate an officer or director from liability for damage resulting from such
officer's or director's breach of duty of care to the company, (ii) enter into a
contract to insure an officer or director for the breach of his duty of care or
to the extent that he acted in good faith and had a reasonable basis to believe
that one act would not prejudice the company, duty of loyalty or for monetary
liabilities charged against him as a result of an act or omission he committed
in connection with his serving as an officer or director and (iii) indemnify an
officer or director in connection with his service in that capacity for monetary
liability incurred as a result of an action brought against him by a third
party, as well as for reasonable expenses incurred in a civil action brought
against him by or on behalf of the company or by other third parties or, in
certain circumstances, in a criminal action.

                                     II-1
These provisions are specifically limited in their scope by the
Companies Law, which provides that a company may not indemnify an officer or
director nor enter into an insurance contract that would provide coverage for
any monetary liability incurred as a result of the following: (i) a breach by
the director or officer of his duty of loyalty unless he acted in good faith and
had a reasonable basis to believe that the act would not prejudice the company;
(ii) a breach by the director or officer of his duty of care if such breach was
done intentionally or in disregard of the circumstances of the breach or its
consequences; (iii) any act or omission done with the intent to derive an
illegal personal benefit; or (iv) any fine levied against the director or
officer as a result of a criminal offense.

         The Registrant has obtained liability insurance covering its officers
and directors.

         Article 70 of the Amended and Restated Articles of Association of the
Registrant provides as follows:

         "70.  Exculpation, Indemnity and Insurance

         (a) For purposes of these Articles, the term "Office Holder" shall mean
every Director and every officer of the Company, including, without limitation,
each of the persons defined as "Nosei Misra" in the Companies Law.

         (b) Subject to the provisions of the Companies Law, the Company may
prospectively exculpate an Office Holder from all or some of the Office Holder's
responsibility for damage resulting from the Office Holder's breach of the
Office Holder's duty of care to the Company.

         (c) Subject to the provisions of the Companies Law, the Company may
indemnify an Office Holder in respect of an obligation or expense specified
below imposed on the Office Holder in respect of an act performed in his
capacity as an Office Holder, as follows:

             (i)    a financial obligation imposed on him in favor of another
             person by a court judgment, including a compromise judgment or an
             arbitrator's award approved by court;

              (ii)  reasonable litigation expenses, including attorneys' fees,
              expended by an Office Holder or charged to the Office Holder by a
              court, in a proceeding instituted against the Office Holder by the
              Company or on its behalf or by another person, or in a criminal
              charge from which the Office Holder was acquitted, or in a
              criminal proceeding in which the Office Holder was convicted of an
              offense that does not require proof of criminal intent.

                  The Company may undertake to indemnify an Office Holder as
aforesaid, (aa) prospectively, provided that the undertaking is limited to
categories of events which in the opinion of the Board of Directors can be
foreseen when the undertaking to indemnify is given, and to an amount set by the
Board of Directors as reasonable under the circumstances and (bb) retroactively.

              (d) Subject to the provisions of the Companies Law, the Company
may enter into a contract for the insurance of all or part of the liability of
any Office Holder imposed on the

                                     II-2
Office Holder in respect of an act performed in his capacity as an Office
Holder, in respect of each of the following:

          (i)   a breach of his duty of care to the Company or to another
          person;

          (ii)  a breach of his duty of loyalty to the Company, provided that
          the Office Holder acted in good faith and had reasonable cause to
          assume that such act would not prejudice the interests of the Company;

          (iii) a financial obligation imposed on him in favor of another
          person.

      (e) The provisions of Articles 70(a), 70(b) and 70(c) above are not
intended, and shall not be interpreted, to restrict the Company in any manner in
respect of the procurement of insurance and/or in respect of indemnification (i)
in connection with any person who is not an Office Holder, including, without
limitation, any employee, agent, consultant or contractor of the Company who is
not an Office Holder, and/or (ii) in connection with any Office Holder to the
extent that such insurance and/or indemnification is not specifically prohibited
under law; provided that the procurement of any such insurance and/or the
provision of any such indemnification shall be approved by the Audit Committee
of the Company."

Item 7.           Exemption from Registration Claimed

          Not Applicable.

Item 8.            Exhibits

          4.1.     MIND C.T.I. Ltd. 1998 Share Option Plan

          4.2.     MIND C.T.I. Ltd. 2000 Share Option Plan

          5        Opinion of Goldfarb, Levy, Eran & Co.

          23.1     Consent of Kesselman & Kesselman, a member of
                   Pricewaterhouse-Coopers LLP

          23.2     Consent of Goldfarb, Levy, Eran & Co. (included in Exhibit 5)

          24       Power of Attorney (included in signature page)

Item 9.            Undertakings

          (a)      The undersigned registrant hereby undertakes:

          (1)      To file, during any period in which offers or sales are being
         made, a post-effective amendment to this registration statement:

        (i)   To include any prospectus required by section 10(a)(3) of the
        Securities Act of 1933;

                                     II-3
(ii)  To reflect in the prospectus any facts or events arising after the
        effective date of the Registration Statement (or the most recent post-
        effective amendment thereof) which, individually or in the aggregate,
        represent a fundamental change in the information in the registration
        statement. Notwithstanding the foregoing, any increase or decrease in
        volume of securities offered (if the total dollar value of securities
        offered would not exceed that which was registered) and any deviation
        from the low or high end of the estimated maximum offering range may be
        reflected in the form of prospectus filed with the Commission pursuant
        to Rule 424(b) if, in the aggregate, the changes in volume and price
        represent no more than 20 percent change in the maximum aggregate
        offering price set forth in the "Calculation of Registration Fee" table
        in the effective registration statement;

        (iii) To include any material information with respect to the plan of
        distribution not previously disclosed in the registration statement or
        any material change to such information in the registration statement;

   provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
   the registration statement is on Form S-3 or Form S-8, and the information
   required to be included in a post-effective amendment by those paragraphs is
   contained in periodic reports filed by the registrant pursuant to Section 13
   or 15(d) of the Securities Exchange Act of 1934 that are incorporated by
   reference in the registration statement.

   (2) That, for the purpose of determining any liability under the Securities
   Act of 1933, each such post-effective amendment shall be deemed to be a new
   registration statement relating to the securities offered therein, and the
   offering of such securities at that time shall be deemed to be the initial
   bona fide offering thereof.

   (3) To remove from registration by means of a post-effective amendment any of
   the securities being registered which remain unsold at the termination of the
   offering.

   (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

   (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful

                                     II-4
defense of any action, suit or proceeding) is asserted by such director,
officer, or controlling person of the registrant in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

                                     II-5
SIGNATURES

(a) Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tel Aviv on the 28th day of January, 2001.

                                      MIND C.T.I. Ltd.

                                      By: /s/ Monica Eisinger
                                          ----------------------------------
                                          Monica Eisinger
                                          President and Chief Executive
                                          Officer

                                POWER OF ATTORNEY

(b) KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below constitutes and appoints Monica Eisinger and Yaron Amir, or either of
them, the undersigned's true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and any
registration statement relating to the offering hereunder pursuant to Rule 462
under the Securities Act of 1933, as amended, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in connection therewith as fully to
all intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or either of
them, or their or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

(c) Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature                                               Title                                   Date
---------                                               -----                                   ----
/s/ Monica Eisinger                                     President                               January28, 2001
---------------------------------------------------
Monica Eisinger

/s/ Elad Naggar                                         Chief Financial Officer (principal      January 28, 2001
---------------------------------------------------
Elad Naggar                                             financial and accounting officer)

/s/ Lior Salansky                                       Director                                January 28, 2001
---------------------------------------------------
Lior Salansky

/s/ Ilan Rosen                                          Director                                January 28, 2001
---------------------------------------------------
Ilan Rosen

/s/ Kevin Mohan                                         Director                                January 28, 2001
---------------------------------------------------
Kevin Mohan

Authorized Representative in the United States:
   MIND C.T.I. Inc.

By:  /s/ Ilan Melamed                                   Vice President, U.S., Operations        January 28, 2001
     ----------------------------------------------
     Ilan Melamed
INDEX TO EXHIBITS

     Exhibit
       No.          Description
     -------        -----------
       4.1          MIND C.T.I. Ltd. 1998 Stock Option Plan
       4.2          MIND C.T.I. Ltd. 2000 Stock Option Plan
        5           Opinion of Goldfarb, Levy, Eran & Co.
      23.1          Consent of Kesselman & Kesselman, a member of
                    PricewaterhouseCoopers, LLP
      23.2          Consent of Goldfarb, Levy, Eran & Co. (included in
                    Exhibit 5)
      24            Power of Attorney (included in signature page)