As filed with the Securities and Exchange Commission on October 29, 2002
                                             Registration No. 333-
============================================================================
-----------------------------------------------------------------------------


                           SECURITIES AND EXCHANGE COMMISSION
                                 WASHINGTON, DC 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
     incorporation or organization)               Identification No.)
               Industrial Park, Building 7
            P.O. Box 144, Yokneam, Israel                 20692
         (Address of Principal Executive Offices)      (Zip Code)

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

                   MIND C.T.I. LTD. 2000 SHARE OPTION PLAN
                          (Full title of the plan)
                         ______________________________
                              MIND C.T.I. Inc.
                              777 Terrace Ave.
                     Hasbrouck Heights, New Jersey, 07604
                              (201) 288-3900
                         Facsimile: (201) 288-4590
                   (Name and address for agent for service)

                                  Copies to:

                            Adam M. Klein, Adv.
                         Goldfarb, Levy, Eran & Co.
                            2 Ibn Gvirol Street
                           Tel Aviv 64077, Israel
                            Tel: 03-608-9999
                            Fax: 03-608-9909
                            _____________________














                                    -1-







                         CALCULATION OF REGISTRATION FEE
Title of      Amount to be    Proposed maximum   Proposed maximum   Amount of
securities    registered      offering price     aggregate          registration
to be         (1)(2)          per share          offering price     fee
registered
--------------------------------------------------------------------------------
Ordinary      1,000,000           $1.14(3)       $1,140,000        $104.88
Shares par
value NIS
1.00  per share,
===============================================================================
Total	       1,000,000           N/A            $1,140,000        $104.88
===============================================================================

(1) Pursuant to Rule 429 of the Securities Act, the prospectus delivered to
    participants under the registrant's 1998 Share Option Plan and 2000 Share
    Option Plan also related to an aggregate of 2,306,000 shares previously
    registered on Form S-8 Registration Number 333-54632.
(2) This registration statement shall also cover such additional indeterminable
    number of shares as may 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 transaction effected without the Registrant's receipt of
    consideration which results in an increase in the number of the outstanding
    shares of Registrant's Ordinary Shares.
(3) The proposed maximum offering price per share was estimated pursuant to Rule
    457(h) under the Securities Act whereby the price per share was determined
    by reference to the average between the high and low price reported in the
    Nasdaq National Market on October 22, 2002 which average was $1.14

                 ============================================































                                    -2
                                PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.
     The following documents filed by MIND C.T.I. Ltd., an Israeli
company("Company"), with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act), are incorporated by reference herein and shall be deemed to be a
part hereof:
     (a)     Company's Registration Statement on Form S-8 filed on January 30,
             2001.
     (b)     Company's Annual Report filed on Form 20-F for the fiscal year
             ended December 31, 2001, filed on June 27, 2002.
     (c)     Company's Reports of Foreign Private Issuer on Form 6-K filed with
             the Commission.
     (d)     The description of Company's Ordinary Shares, par value NIS 1.00,to
             be offered hereby is contained in Company's Registration Statement
             on Form 8-A filed with the Commission on August 2, 2000 pursuant to
             Section 12(g) of the Exchange Act, including any amendment or
             report filed for the purpose of updating such description.

     All documents filed by Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered have
been sold or which de-registers all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.

     Any statement contained in a document incorporated or deemed incorporated
by reference herein 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 other subsequently filed incorporated document modifies or supersedes
such statement. Any such statements 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.     Interest of Named Experts and Counsel.

            Not Applicable.

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) prospectivel
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.
                                    -3-
            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.

           Article 70 of the Second 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 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.
                                      -4-


      (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."

The Registrant has obtained liability insurance covering its officers and
directors and has undertaken to indemnify and exculpate its directors and
certain of its officers.

Item 7.     Exemption from Registration Claimed

            Not applicable.

Item 8.     Exhibits.

Exhibit No.     Description
4.1 *           MIND C.T.I. Ltd. 1998 Share Option Plan.
4.2 *           MIND C.T.I. Ltd. 2000 Share Option Plan.
4.3             Second Amended and Restated Articles of Association, adopted on
                June 27, 2002.
5.1             Opinion of Goldfarb, Levy, Eran & Co. with respect to the
                legality of the securities being registered.
23.1            Consent of Kesselman & Kesselman, Independent Auditors.
23.2            Consent of Goldfarb, Levy, Eran & Co. (included in Exhibit 5.1).
24.1            Powers of Attorney (included on the signature page to this
                Registration Statement).
____________

*  Incorporated herein by reference to the Company's Registration Statement on
Form S-8 filed on January 30, 2001.

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 to include
any material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement.
            (2)     That, for the purpose of determining any liability under the
Securities Act, 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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the


                                    -5-





Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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 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 and is, therefore, unenforceable. In the event that 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 defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person 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 and will be governed by the final adjudication of such issue.


                                    -6-




































SIGNATURES
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 Yokneam, State of Israel, on the 23rd day of
October, 2002.


                                            MIND C.T.I. LTD.

                                            /s/ Monica Eisinger


                                      By:   Monica Eisinger
                                            President, Chief Executive Officer
                                            and Chairperson of the Board




                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Monica Eisinger and Arie Ganot,
or either of them, their true and lawful attorneys and agents, with full power
of substitution, each with power to act alone, to sign and execute on behalf
of the undersigned any amendment or amendments to this Registration Statement
on Form S-8, and to perform any acts necessary in order to file such
amendments, and each of the undersigned does hereby ratify and confirm that
said attorneys and agents, or their or his or her substitutes, shall do or
cause to be done by virtue hereof.

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


SIGNATURE                  TITLE                                DATE
------------                -----------                         ------------

/s/Monica Eisinger          Monica Eisinger                    October 21, 2002
                            President, Chief Executive
                            Officer and Chairperson
                            of the Board

/s/Arie Ganot               Arie Ganot                         October 22, 2002
                            Chief Financial Officer
                            (principal accounting and
                            financial officer)

/s/Rimon Ben-Shaoul         Rimon Ben-Shaoul                   October 21, 2002
                            Director

/s/Amnon Neubach            Amnon Neubach                      October 21, 2002
                            Director

/s/Lior Salansky            Lior Salansky                      October 21, 2002
                            Director



                                     S-1


                               EXHIBIT INDEX

Exhibit No.,           Description
4.1 *                  MIND C.T.I. Ltd. 1998 Share Option Plan.
4.2 *                  MIND C.T.I. Ltd. 2000 Share Option Plan.
4.3                    Second Amended and Restated Articles of Association,
                       adopted on June 27, 2002.
5.1                    Opinion of Goldfarb, Levy, Eran & Co. with respect to
                       the legality of the securities being registered.
23.1                   Consent of Kesselman & Kesselman, Independent Auditors.
23.2                   Consent of Goldfarb, Levy, Eran & Co. (included in
                       Exhibit 5. 1).
24.1                   Powers of Attorney (included on the signature page to
                       this Registration Statement).


*  Incorporated herein by reference to the Company's Registration Statement
on Form S-8 filed on January 30, 2001.
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{"company-data": {"conformed-name": "MIND CTI LTD", "cik": "0001119083", "assigned-sic": "7371", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-100804", "film-number": "02800827"}, "business-address": {"street1": "INDUSTRIAL PARK BUILDING 7", "city": "YOQNEAM ILIT ISRAEL", "state": "L3", "zip": "20692", "phone": "97249936666"}, "mail-address": {"street1": "PO BOX 144", "city": "YOQNEAM ILIT ISRAEL", "zip": "20692"}}
As filed with the Securities and Exchange Commission on October 29, 2002
                                             Registration No. 333-
============================================================================
-----------------------------------------------------------------------------

                           SECURITIES AND EXCHANGE COMMISSION
                                 WASHINGTON, DC 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
     incorporation or organization)               Identification No.)
               Industrial Park, Building 7
            P.O. Box 144, Yokneam, Israel                 20692
         (Address of Principal Executive Offices)      (Zip Code)

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

                   MIND C.T.I. LTD. 2000 SHARE OPTION PLAN
                          (Full title of the plan)
                         ______________________________
                              MIND C.T.I. Inc.
                              777 Terrace Ave.
                     Hasbrouck Heights, New Jersey, 07604
                              (201) 288-3900
                         Facsimile: (201) 288-4590
                   (Name and address for agent for service)

                                  Copies to:

                            Adam M. Klein, Adv.
                         Goldfarb, Levy, Eran & Co.
                            2 Ibn Gvirol Street
                           Tel Aviv 64077, Israel
                            Tel: 03-608-9999
                            Fax: 03-608-9909
                            _____________________

                                    -1-

                         CALCULATION OF REGISTRATION FEE
Title of      Amount to be    Proposed maximum   Proposed maximum   Amount of
securities    registered      offering price     aggregate          registration
to be         (1)(2)          per share          offering price     fee
registered
--------------------------------------------------------------------------------
Ordinary      1,000,000           $1.14(3)       $1,140,000        $104.88
Shares par
value NIS
1.00  per share,
===============================================================================
Total	       1,000,000           N/A            $1,140,000        $104.88
===============================================================================

(1) Pursuant to Rule 429 of the Securities Act, the prospectus delivered to
    participants under the registrant's 1998 Share Option Plan and 2000 Share
    Option Plan also related to an aggregate of 2,306,000 shares previously
    registered on Form S-8 Registration Number 333-54632.
(2) This registration statement shall also cover such additional indeterminable
    number of shares as may 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 transaction effected without the Registrant's receipt of
    consideration which results in an increase in the number of the outstanding
    shares of Registrant's Ordinary Shares.
(3) The proposed maximum offering price per share was estimated pursuant to Rule
    457(h) under the Securities Act whereby the price per share was determined
    by reference to the average between the high and low price reported in the
    Nasdaq National Market on October 22, 2002 which average was $1.14

                 ============================================

                                    -2
                                PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.
     The following documents filed by MIND C.T.I. Ltd., an Israeli
company("Company"), with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act), are incorporated by reference herein and shall be deemed to be a
part hereof:
     (a)     Company's Registration Statement on Form S-8 filed on January 30,
             2001.
     (b)     Company's Annual Report filed on Form 20-F for the fiscal year
             ended December 31, 2001, filed on June 27, 2002.
     (c)     Company's Reports of Foreign Private Issuer on Form 6-K filed with
             the Commission.
     (d)     The description of Company's Ordinary Shares, par value NIS 1.00,to
             be offered hereby is contained in Company's Registration Statement
             on Form 8-A filed with the Commission on August 2, 2000 pursuant to
             Section 12(g) of the Exchange Act, including any amendment or
             report filed for the purpose of updating such description.

     All documents filed by Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered have
been sold or which de-registers all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.

     Any statement contained in a document incorporated or deemed incorporated
by reference herein 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 other subsequently filed incorporated document modifies or supersedes
such statement. Any such statements 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.     Interest of Named Experts and Counsel.

            Not Applicable.

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) prospectivel
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.
                                    -3-
            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.

           Article 70 of the Second 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 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.
                                      -4-

      (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."

The Registrant has obtained liability insurance covering its officers and
directors and has undertaken to indemnify and exculpate its directors and
certain of its officers.

Item 7.     Exemption from Registration Claimed

            Not applicable.

Item 8.     Exhibits.

Exhibit No.     Description
4.1 *           MIND C.T.I. Ltd. 1998 Share Option Plan.
4.2 *           MIND C.T.I. Ltd. 2000 Share Option Plan.
4.3             Second Amended and Restated Articles of Association, adopted on
                June 27, 2002.
5.1             Opinion of Goldfarb, Levy, Eran & Co. with respect to the
                legality of the securities being registered.
23.1            Consent of Kesselman & Kesselman, Independent Auditors.
23.2            Consent of Goldfarb, Levy, Eran & Co. (included in Exhibit 5.1).
24.1            Powers of Attorney (included on the signature page to this
                Registration Statement).
____________

*  Incorporated herein by reference to the Company's Registration Statement on
Form S-8 filed on January 30, 2001.

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 to include
any material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement.
            (2)     That, for the purpose of determining any liability under the
Securities Act, 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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the

                                    -5-

Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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 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 and is, therefore, unenforceable. In the event that 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 defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person 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 and will be governed by the final adjudication of such issue.

                                    -6-

SIGNATURES
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 Yokneam, State of Israel, on the 23rd day of
October, 2002.

                                            MIND C.T.I. LTD.

                                            /s/ Monica Eisinger

                                      By:   Monica Eisinger
                                            President, Chief Executive Officer
                                            and Chairperson of the Board

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Monica Eisinger and Arie Ganot,
or either of them, their true and lawful attorneys and agents, with full power
of substitution, each with power to act alone, to sign and execute on behalf
of the undersigned any amendment or amendments to this Registration Statement
on Form S-8, and to perform any acts necessary in order to file such
amendments, and each of the undersigned does hereby ratify and confirm that
said attorneys and agents, or their or his or her substitutes, shall do or
cause to be done by virtue hereof.

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

SIGNATURE                  TITLE                                DATE
------------                -----------                         ------------

/s/Monica Eisinger          Monica Eisinger                    October 21, 2002
                            President, Chief Executive
                            Officer and Chairperson
                            of the Board

/s/Arie Ganot               Arie Ganot                         October 22, 2002
                            Chief Financial Officer
                            (principal accounting and
                            financial officer)

/s/Rimon Ben-Shaoul         Rimon Ben-Shaoul                   October 21, 2002
                            Director

/s/Amnon Neubach            Amnon Neubach                      October 21, 2002
                            Director

/s/Lior Salansky            Lior Salansky                      October 21, 2002
                            Director

                                     S-1

                               EXHIBIT INDEX

Exhibit No.,           Description
4.1 *                  MIND C.T.I. Ltd. 1998 Share Option Plan.
4.2 *                  MIND C.T.I. Ltd. 2000 Share Option Plan.
4.3                    Second Amended and Restated Articles of Association,
                       adopted on June 27, 2002.
5.1                    Opinion of Goldfarb, Levy, Eran & Co. with respect to
                       the legality of the securities being registered.
23.1                   Consent of Kesselman & Kesselman, Independent Auditors.
23.2                   Consent of Goldfarb, Levy, Eran & Co. (included in
                       Exhibit 5. 1).
24.1                   Powers of Attorney (included on the signature page to
                       this Registration Statement).

*  Incorporated herein by reference to the Company's Registration Statement
on Form S-8 filed on January 30, 2001.