E5-2197. Issuer Delisting; Notice of Application of Top Image Systems Ltd. To Withdraw Its Ordinary Shares, .04 NIS Par Value, From Listing and Registration on the Boston Stock Exchange, Inc., File No. 1-14552

April 29, 2005

On April 4, 2005, Top Image Systems Ltd., a company organized under the laws of the State of Israel (“Issuer”), filed an application with the Securities and Exchange Commission (“Commission”), pursuant to Section 12(d) of the Securities Exchange Act of 1934 (“Act”) ^[1] and Rule 12d2-2(d) thereunder,^[2] to withdraw its ordinary shares, .04 NIS par value (“Security”), from listing and registration on the Boston Stock Exchange, Inc. (“BSE”).

On March 10, 2005, the Board of Directors (“Board”) of the Issuer approved a resolution to withdraw the Security from listing and registration on BSE. In making the decision to delist the Security from BSE, the Issuer stated that the following reason factored into its decision: (i) There has been no trading activity in the Security on BSE for a significant period of time; and (ii) remaining on BSE subjects the Issuer to the rules and regulations of the Exchange in addition to the rules and regulations of Nasdaq SmallCap Market (“Nasdaq”). In addition, the Issuer stated that the Security has been listed on both BSE and Nasdaq since 1996. However, there has been no trading activity on BSE since at least the beginning of 2002. The Issuer intends to maintain its listing of the Security on Nasdaq.

The Issuer's application relates solely to withdrawal of the Security from listing on BSE and from registration under Section 12(b) of the Act,^[3] and shall not affect its obligation to be registered under Section 12(g) of the Act.^[4]

Any interested person may, on or before May 24, 2005, comment on the facts bearing upon whether the application has been made in accordance with the rules of BSE, and what terms, if any, should be imposed by the Commission for the protection of investors. All comment letters may be submitted by either of the following methods:

Electronic Comments

• Use the Commission's Internet comment form (http://www.sec.gov/​rules/​delist.shtml); or
• Send an e-mail to [e-mail]. Please include the File Number 1-14552 or;

Paper Comments

• Send paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609.

All submissions should refer to File Number 1-14552. This file number should be included on the subject line if e-mail is used. To help us process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site (http://www.sec.gov/​rules/​delist.shtml). Comments are also available for public inspection and copying in the Commission's Public Reference Room. All comments received will be posted without change; we do not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly.

The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.⁵

Jonathan G. Katz,

Secretary.

Footnotes

1.  15 U.S.C. 78 l (d).

2.  17 CFR 240.12d2-2(d).

3.  15 U.S.C. 78 l (b).

4.  15 U.S.C. 78 l (g).

5.  17 CFR 200.30-3(a)(1).