FORM 6-K

REPORT OF FOREIGN ISSUER

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

For the month of August 2005

Matav Cable Systems Media Ltd.
(Translation of registrant’s name into English)

42 Pinkas Street
North Industrial Park
P.O. Box 13600
Netanya 42134
Israel
(Address of principal executive offices)

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

Form 20-F x Form 40-F o

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

Yes o No x

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

23 August 2005

Matav - Cable Systems Media Ltd.
(Registrant)

BY: /S/ Meir Srebernik
——————————————
Meir Srebernik
Chief Executive Officer

Print the name and title of the signing officer under his signature

FOR IMMEDIATE RELEASE

Matav Reports Financial Results for the Second Quarter of 2005;
Net Capital Gain of NIS 170 Million from the Sale of Partner Shares;
Net Income of NIS 145.5 Million in Q2/05;

NETANYA, Israel, August 23, 2005 – Matav-Cable Systems Media Ltd. (Nasdaq: MATV), a leading Israeli provider of digital cable television services, today reported second-quarter 2005 financial results. Revenues for the second-quarter reached NIS 135.8 million (US$29.7 million) compared with NIS 150.9 million (US$33 million) for the second quarter of 2004 and NIS 137.5 million (US$30.1 million) for the first quarter of 2005. The decrease in revenues compared with the previous quarter is a result of the decrease in Matav’s multi-channel television subscribers, which was partially off-set by the increase in the Company’s ARPU.

As of June 30, 2005, Matav had 252,207 subscribers, compared with 254,157 as of March 31, 2005. Matav reported an increase in Internet subscribers reaching approximately 99,000 subscribers to date. During second-quarter 2005, the company’s ARPU stabilized reaching NIS 202 (monthly, including 17% value-added tax) compared to NIS 212.3 in the second quarter of 2004 and NIS 201.6 in the first quarter of 2005.

Revenues for the six-month period reached NIS 273.3 million (US$59.8 million) compared with NIS 298.5 million (US$65.3 million) in the comparable period in 2004.

Matav’s financial results are not consolidated with Hot Telecom (Matav’s telephony & corporate data joint partnership with the two other Israeli cable companies). Hot Telecom’s revenues in the second quarter reached NIS 11.3 million (US$2.5 million), as compared to NIS 6.5 million (US$1.4 million) for the first quarter of 2005 and NIS 8.8 million (US$1.9 million) for the entire year 2004. As of now, approximately 36,000 subscribers joined this new telephony service.

Second-quarter operating expenses decreased to NIS 118 million (US$25.8 million) from NIS 120.6 million (US$26.4 million) in second-quarter 2004 and similar to the first quarter of 2005. Operating expenses for the six-month period totaled NIS 236.2 million (US$51.6 million) compared with 240.9 million (US$52.7 million) for the comparable period in 2004. The six-month period results include operating expenses related to the launch of new services, such as VoD.

Second-quarter gross profit totaled NIS 17.7 million (US$3.9 million) compared with NIS 30.3 million (US$6.6 million) in second-quarter 2004 and NIS 19.3 million (US$4.2 million) for the first-quarter of 2005. Gross profit for the six-month period decreased to NIS 37.1 million (US$8.1 million) from 57.6 million (US$12.6 million) in the comparable period in 2004.

Second-quarter selling and marketing expenses totaled NIS 13.3 million (US$2.9 million), compared with NIS 16.5 million (US$3.6 million) for second-quarter 2004 and compared to NIS14.6 million (US$3.2 million) for the first quarter of 2005 .Selling and marketing expenses for the six-month period decreased to NIS 27.9 million (US$6.1 million) compared with 31.4 million (US$6.9 million) for the comparable period in 2004.

Second-quarter G&A expenses reached NIS 10.5 million (US$2.3 million) compared with NIS 10.4 million (US$2.3 million) in second-quarter 2004 and NIS 9.6 million (US$2.1 million) for the first quarter of 2005. G&A expenses for the six-month period totaled NIS 20.1 million (US$4.4 million), compared to NIS 20.5 million (US$4.5 million) for the comparable period in 2004.

Second-quarter operating loss totaled NIS 6 million (US$1.3 million), compared with an operating profit of NIS 3.3 million (US$0.7 million) for second-quarter 2004, and an operating loss of NIS 4.8 million (US$1 million) for the first quarter of 2005. Operating loss for the six-month period totaled NIS 10.9 million (US$2.4 million), compared with an operating profit of 5.7 million (US$1.2 million) for the comparable period in 2004.

Second-quarter financing expenses declined to NIS 15.2 million (US$3.3 million) from NIS 16.2 million (US$3.5 million) in the comparable quarter of 2004. The decrease is attributed mainly to the decrease in interest rates.

Other income, net for the second quarter totaled NIS 163.4 million (US$35.7 million). The Company recognized a capital gain from the sale of Partner Communications’ shares (in April 2005) of NIS 164.6 million, before tax impact.

Income from taxes were influenced from a settlement reached with the Israeli Tax Authorities during July 2005. According to the settlement, Matav recognized a portion of the gain from the sale of Partner shares, which was offset against Matav’s carry-forward tax losses.

Matav’s share in affiliated companies’ losses for the second quarter of 2005 was NIS 2.5 million (US$0.5 million). This is attributed to Hot Telecom’s losses. Since the second quarter of 2005, Matav is not incurring equity profits of Partner Communications due to the sale of most of its shares in Partner. Matav holds 1.2% of Partners’ shares, which do not give Matav significant influence according to generally accepted accounting principles in Israel. Matav’s share in affiliated companies’ profits for the second quarter of 2004 was NIS 2.6 million (US$0.6 million), which is due to Partner Communications’ profits, off-set by HOT Telecom’s losses.

Matav reported second-quarter net income of NIS 145.5 million (US$31.8 million), or NIS 4.81 (US$1.05) per ordinary share, compared with a net loss of NIS 28.2 million (US$6.2 million), or NIS 0.96 (US$0.2) per ordinary share, for the second quarter of 2004. Net Income for the six-month period reached NIS 132.2 million (US$28.9 million), or NIS 4.37 (US$0.96) per ordinary share, compared with a net loss of NIS 35.2 million (US$7.7 million), or NIS 1.2 (US$0.26), for the same period in 2004.

Second-quarter EBITDA reached NIS 25.8 million (US$5.6 million) compared with NIS 37.8 million (US$8.3 million) in second-quarter 2004 and NIS 27.9 million (US$6.1 million) in first quarter 2005. EBITDA for the six-month period totaled NIS 53.7 million (US$11.7 million), compared with NIS 74.1 million (US$16.2 million) in the comparable period in 2004.

Matav’s Chairman of the Board and CEO, Meir Srebernik, commented: “The second quarter of 2005 was characterized by lower churn along with stability in our ARPU level, which led to a lower decrease in our overall revenue level. We are witnessing an ongoing increase in the number of subscribers to our new premium services, which we are offering as part of our triple-play strategy, such as VOD, fast-Internet, and telephony services. We believe that these advanced services contribute to our customers’ satisfaction and loyalty, and we believe that this will cause continued decrease in our subscriber loss rate and stimulate revenue growth.”

Management will conduct a teleconference tomorrow, August 24, 2005 at 10:00 a.m. U.S. Eastern Time. To participate, please dial 1-866-500-4964 in the United States and 011-972-3-9255910 internationally, several minutes prior to the start of the conference.

Matav is one of Israel’s three cable television providers, serving roughly 25 percent of the population. Matav’s current investments include 1.2 percent of Partner Communications Ltd., a GSM mobile phone company and 10 percent of Barak I.T.C. (1995) Ltd., one of the three international telephony providers in Israel.

(This press release contains forward-looking statements with respect to the Company’s business, financial condition and results of operations. These forward-looking statements are based on the current expectations of the management of Matav Cable only, and are subject to risk and uncertainties, including but not limited to changes in technology and market requirements, decline in demand for the Company’s products, inability to timely develop and introduce new technologies, products and applications, loss of market share and pressure on pricing resulting from competition, which could cause the actual results or performance of the Company to differ materially from those contemplated in such forward-looking statements. The Company undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. For a more detailed description of the risk and uncertainties affecting the Company, reference is made to the Company’s reports filed from time to time with the Securities and Exchange Commission.)

Contacts:

Ori Gur-Arieh, Counsel
Matav Cable Systems
Telephone: +972-9-860-2261

Ayelet Shaked Shiloni
Integrated IR
Telephone US: +1-866-447-8633 / Israel: +972-3-635-6790
E-Mail: ayelet@integratedir.com

MATAV – CABLE SYSTEMS MEDIA LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

							Convenience translation
	December 31,		June 30,				June 30,
	2004		2004		2005		2005
	AUDITED		UNAUDITED				UNAUDITED
	Reported NIS In thousands (1)						U.S. dollars

ASSETS

CURRENT ASSETS:
Cash and cash equivalents		24,250		29,130		253,082		55,331
Short-term deposit		50		-		50		11
Trade receivables		75,458		81,122		78,849		17,239
Other accounts receivables		20,010		15,242		21,769		4,759


Total current assets		119,768		125,494		353,750		77,340


INVESTMENTS AND LONG-TERM RECEIVABLES:
Investments in affiliates		101,736		77,722		25,132		5,495
Investment in limited partnerships		1,656		1,597		1,405		307
Investments in other companies		-		-		19,278		4,215
Rights to broadcast movies and programs		26,509		36,848		29,731		6,500
Other receivables		601		607		311		68


		130,502		116,774		75,857		16,585


PROPERTY, PLANT AND EQUIPMENT:
Cost		2,119,060		2,066,478		2,188,896		478,552
Less - accumulated depreciation		1,293,549		1,223,984		1,363,259		298,045


		825,511		842,494		825,637		180,507


INTANGIBLE ASSETS AND DEFERRED CHARGES, NET		3,101		3,477		2,765		605


		1,078,882		1,088,239		1,258,009		275,037

(1)	Nominal financial reporting beginning January 1, 2004.

MATAV – CABLE SYSTEMS MEDIA LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

										Convenience translation
	December 31,			June 30,						June 30,
	2004			2004			2005			2005
	AUDITED			UNAUDITED						UNAUDITED
	Reported NIS In thousands (1)									U.S. dollars

LIABILITIES AND SHAREHOLDERS' EQUITY:

CURRENT LIABILITIES:
Bank credit		465,339			422,277			517,994			113,248
Current maturities of debentures		34,005			34,107			34,175			7,472
Accounts payable and accruals:
Trade		104,282			97,617			103,070			22,534
Jointly controlled entity - current
accounts		18,112			10,993			15,330			3,352
Other accounts payable		201,943			170,847			214,214			46,833


Total current liabilities		823,681			735,841			884,783			193,439


LONG-TERM LIABILITIES:
Accrued severance pay, net		2,483			2,276			3,175			694
Loans and debentures (net of current
maturities):
Loans from banks and others		101,457			113,904			88,250			19,294
Debentures		33,201			67,170			33,612			7,349
Customers' deposits for converters, net of
accumulated amortization		20,279			23,529			18,190			3,977


Total long-term liabilities		157,420			206,879			143,227			31,314


Total liabilities		981,101			942,720			1,028,010			224,753


SHAREHOLDERS' EQUITY:
Share capital		48,899			48,899			48,901			10,691
Additional paid-in capital		375,538			375,538			375,538			82,103
Accumulated deficit		(326,656	)		(278,918	)		(194,440	)		(42,510	)


Total shareholders' equity		97,781			145,519			229,999			50,284


		1,078,882			1,088,239			1,258,009			275,037

(1)	Nominal financial reporting beginning January 1, 2004.

MATAV – CABLE SYSTEMS MEDIA LTD.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(In thousands, except per share and per ADS data)

	Three months ended June 30,						Six months ended June 30,						Convenience translation Six months ended June 30,
	2004			2005			2004			2005			2005
	Reported NIS In thousands (1)												U.S. dollars
	UNAUDITED			UNAUDITED			UNAUDITED			UNAUDITED			UNAUDITED

Revenues		150,891			135,806			298,528			273,270			59,744

Operating expenses		120,639			118,092			240,904			236,212			51,642


Gross profit		30,252			17,714			57,624			37,058			8,102

Selling, marketing, general and
administrative expenses:
Selling and marketing		16,496			13,262			31,382			27,880			6,095
General and administrative		10,415			10,493			20,530			20,059			4,385

		26,911			23,755			51,912			47,939			10,480


Operating income (loss)		3,341			(6,041	)		5,712			(10,881	)		(2,378	)
Financial expenses, net		(16,234	)		(15,216	)		(28,491	)		(27,012	)		(5,906	)
Other income (expenses), net		(17,968	)		163,361			(18,726	)		163,504			35,746


Income (loss) before taxes on income		(30,861	)		142,104			(41,505	)		125,611			27,462

Taxes on income		-			(5,900	)		-			(5,853	)		(1,280	)


Income (loss) after taxes on income		(30,861	)		148,004			(41,505	)		131,464			28,742
Equity in earnings (losses) of affiliates, net		2,620			(2,531	)		6,259			752			164


Net income (loss)		(28,241	)		145,473			(35,246	)		132,216			28,906


Net income (loss) per ordinary share		(0.96	)		4.81			(1.2	)		4.37			0.96


Net income (loss) per ADS		(1.92	)		9.62			(2.4	)		8.74			1.92


Weighted average number of shares
outstanding in thousands		29,361			30,221			29,357			30,221			30,221


Weighted average number of ADSs
outstanding in thousands		14,681			15,111			14,679			15,111			15,111


EBITDA calculation:
Operating income (loss)		3,341			(6,041	)		5,712			(10,881	)		(2,378	)

Net of the effect of proportional
consolidation		(254	)		(1,725	)		(2,298	)		(2,754	)		(602	)
Depreciation and amortization (including
income from amortization of deposits for
converters)		34,746			33,573			70,702			67,369			14,729

Memo EBITDA(*) - not including proportional consolidation		37,833			25,807			74,116			53,734			11,749

(1)

Nominal financial reporting beginning January 1, 2004.

(*)

EBITDA is presented because it is a measure commonly used in the telecommunications industry and is presented solely in order to improve the understanding of the Company’s operating results and to provide further a perspective regarding these results. EBITDA, however, should not be considered as an alternative to operating income or income for the year as an indicator of the operating performance of the Company. Similarly, EBITDA should not be considered as an alternative to cash flows from operating activities as a measure of liquidity. EBITDA is not a measure of financial performance under generally accepted accounting principles and may not be comparable to other similarly titled measures for other companies.

EBITDA may not be indicative of the historic operating results of the Company. Nor is meant to be predictive of potential future results.

Reconciliation between the operating profit in the financial statements and EBIDTA is presented in the attached summary financial statements.