6-K 


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                   F O R M 6-K

       REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934

                         For the month of November 2007

                        MER TELEMANAGEMENT SOLUTIONS LTD.
                              (Name of Registrant)

                    22 Zarhin Street, Ra'anana 43662, Israel
                     (Address of Principal Executive Office)

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

                         Form 20-F [X]     Form 40-F [_]

     Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1): [_]

     Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7): [_]

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

                               Yes [_]     No [X]

     If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-_____________

This Form 6-K is being incorporated by reference into the Registrant's Form F-3
Registration Statement File No. 333-128225 and Form S-8 Registration Statements
File Nos. 333-12014 and 333-123321.



                        MER Telemanagement Solutions Ltd.

6-K Items

1. Press release re MTS Announces Receipt of NASDAQ Notice of Failure to Comply
with Continued Listing Requirement




                                   SIGNATURES

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

                                               MER TELEMANAGEMENT SOLUTIONS LTD.
                                               (Registrant)

                                               By: /s/ Eytan Bar
                                               -----------------
                                               Eytan Bar
                                               President and
                                               Chief Executive Officer

Date: November 19, 2007




MTS Announces Receipt of NASDAQ Notice of Failure to Comply with Continued
Listing Requirement

RA'ANANA, Israel, November 19 - MTS - Mer Telemanagement Solutions Ltd. (Nasdaq:
MTSL), a global provider of business support systems (BSS) for comprehensive
telecommunication management and customer care & billing (CC&B) solutions, today
announced that on November 14, 2007 it received a NASDAQ Staff Determination
letter indicating that MTS has failed to comply with the continued listing
requirement that the Company maintain either a minimum $2,500,000 stockholders'
equity or $35,000,000 market value of listed securities or $500,000 of net
income from continuing operations for the most recently completed fiscal year or
two of the three most recently completed fiscal years, as set forth in NASDAQ
Marketplace Rule 4320(e)(2)(B), and that the Staff is therefore reviewing the
Company's eligibility for continued listing on The NASDAQ Capital Market. In
accordance with NASDAQ Marketplace Rule 4320(e)(2)(D), MTS has 30 calendar days,
or until December 14, 2007, to regain compliance with such continued listing
requirement. The Company is considering its options to regain compliance with
the continued listing requirement.

About MTS

Mer Telemanagement Solutions Ltd. (MTS) is a worldwide provider of innovative
solutions for comprehensive telecommunications expense management (TEM) used by
enterprises, and for business support systems (BSS) used by information and
telecommunication service providers.

Since 1984, MTS Telecommunications' expense management solutions have been used
by thousands of enterprises and organizations to ensure that their
telecommunication services are acquired, provisioned, and invoiced correctly. In
addition, the MTS's Application Suite has provided customers with a unified view
of telecommunication usage, proactive budget control, personal call management,
employee cost awareness and more.

MTS's solutions for Information and Telecommunication Service Providers are used
worldwide by wireless and wireline service providers for interconnect billing,
partner revenue management and for charging and invoicing their customers. MTS
has pre-configured solutions to support emerging carriers of focused solutions
(e.g. IPTV, VoIP, MVNO) to rapidly install a full-featured and scaleable
solution. MTS's unique technology reduces integration risks and lessens revenue
leakage by using the very same system to manage retail and wholesale business as
well as supporting multiple business units. Total cost of ownership (TCO) is
reduced by providing web-based customer self-care and provisioning.




Headquartered in Israel, MTS markets its solutions through wholly owned
subsidiaries in the United States, Hong Kong, The Netherlands, and Brazil, as
well as through OEM partnerships with Siemens, Phillips, NEC and other vendors.
MTS shares are traded on the NASDAQ Capital Market (symbol MTSL). For more
information please visit the MTS web site: www.mtsint.com.

     Contacts:

     Company:
     Alon Mualem
     CFO
     Tel: +972-9-762-1733
     Email: Alon.Mualem@mtsint.com