6-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
The Securities Exchange Act of 1934

For the month of August, 2009

OPTIBASE LTD
(Translation of registrant’s name into English)

2 Gav Yam Center, 7 Shenkar Street, Herzliya 46120, 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

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- N/A



        Attached hereto and incorporated by reference herein is a copy of the press release Optibase Ltd. Announces Second Quarter Results

        This report is hereby incorporated by reference to the Registration Statements on Form S-8 (File Nos. 333-10840;333-12814;333-13186;333-91650;333-122128;333-137644;333-139688) of the Company.

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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.

OPTIBASE LTD.
(Registrant)

By: /s/ Amir Philips
——————————————
Amir Philips
Chief Financial Officer

Date: August 4, 2009

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Media Contacts:
Talia Rimon, Director of Corporate Communications, Optibase Ltd.
011-972-9-9709-125
taliar@optibase.com

Investor Relations Contact:
Marybeth Csaby, KCSA for Optibase
+1-212-896-1236
mcsaby@kcsa.com

OPTIBASE LTD. ANNOUNCES SECOND QUARTER RESULTS

HERZLIYA, Israel, August 4, 2009 – Optibase Ltd. (NASDAQ:OBAS) a leader in advanced digital video solutions today announced financial results for the second quarter ended June 30, 2009.

        Revenues for the second quarter ended June 30, 2009 were $3.3 million compared with $3.6 million for the first quarter of 2009 and $5.7 million for the second quarter of 2008.

        Net loss for the second quarter ended June 30, 2009, was $1 million or $0.06 per basic and fully diluted share, compared with a net income of $2.9 million or $0.18 per basic and fully diluted share for the first quarter of 2009 and with a net loss of $2.1 million or $0.15 per basic and fully diluted share for the second quarter of 2008. Weighted average shares outstanding used in the calculation for the periods were approximately 16.5 million basic and fully diluted for the second quarter of 2009, and approximately 16.5 million basic and fully diluted for the first quarter of 2009, and 14 million for the second quarter of 2008.

        For the six months ended June 30, 2009, revenues totaled $6.9 million, compared with $9.8 million for the six months ended June 30, 2008. Net income for the period was $1.9 million or $0.12 per basic and fully diluted share, compared to a net loss of $5 million or $0.36 per basic and fully diluted share for the six months ended June 30, 2008. Weighted average shares outstanding used in the calculation for the periods were approximately 16.5 million basic and fully diluted and 13.8 million basic and fully diluted respectively

        As of June 30, 2009, the Company had cash, cash equivalents, and other financial investments, net, of $38 million, and shareholders’ equity of $37 million, compared with $28.8 million, and $38 million as of March 31, 2009.

        Commenting on the quarter, CFO of Optibase, Amir Philips, said, “Our second quarter results reflect the continued effects of a slowing economy which contributed to lower revenue and the associated decline in earnings. We continue to keep an eye on expenses and have been diligent in that regard.”

        He concluded by saying, “Our visibility into upcoming quarters remains challenging as we approach the one-year anniversary of the start of this negative economic environment. As a meaningful recovery appears to be some way off, our focus continues to be on running our business efficiently and controlling our overhead. In addition, we still have a substantial cash balance at our disposal to explore various businesses opportunities that this market downturn has created.”

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OPTIBASE REPORTS/5

About Optibase
Optibase provides video over IP solutions, specializing in video encoding, decoding and streaming for federal and state government agencies, Telco operators, enterprise organizations and the world’s leading broadcast service providers.  With a collection of open, standards-based products, Optibase enables its customers to take full advantage of video distribution over their IP network, ensuring superb video quality in a scale of bit-rates for simple and effective video streaming to desktops, STBs and VOD applications. 

For further information, please visit www.optibase.com

This press release contains forward-looking statements concerning our marketing and operations plans.  All statements other than statements of historical fact are statements that could be deemed forward-looking statements. All forward-looking statements in this press release are made based on management’s current expectations which involve risks, uncertainties and other factors that could cause results to differ materially from those expressed in forward-looking statements. These statements involve a number of risks and uncertainties including, but not limited to, risks related to the video technologies market in general, and the evolving IPTV market in particular, competition, our ability to manage growth and expansion, general economic conditions and other risk factors.  For a more detailed discussion of these and other risks that may cause actual results to differ from the forward looking statements in this news release, please refer to Optibase’s most recent annual report on Form 20-F.  The Company does not undertake any obligation to update forward-looking statements made herein. 

This release and prior releases are available on the Company’s Web site at www.optibase.com.

This release and prior releases are also available on the KCSA Public Relations Worldwide Web site at www.kcsa.com.

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OPTIBASE REPORTS/6

Optibase Ltd.
Condensed Consolidated Statement of Operations
For the Period Ended June 30, 2009

Six months ended Three months ended
June 30
2009
$
Unaudited

June 30
2008
$
Unaudited

June 30
2009
$
Unaudited

June 30
2008
$
Unaudited

 
Revenues      6,875    9,770    3,282    5,743  
Gross profit    3,132    4,964    1,505    2,936  
Operating expenses:  
Research and development, net    2,076    3,289    813    1,588  
Selling, general and administrative    4,286    6,101    2,066    3,195  
       Total operating expenses    6,362    9,390    2,879    4,783  
Operating loss    (3,230 )  (4,426 )  (1,374 )  (1,847 )
Other income (expenses)    4,778    (705 )  -    (219 )
Financial income (expense), net    378    115    394    (47 )
   
Net income (loss) from continuing operations     1,926    (5,016 )  (980 )  (2,113 )
   
Income related to discontinued operations     -    20    -    10  
   
Net income (loss)    1,926    (4,996 )  (980 )  (2,103 )
Other comprehensive income   
Unrealized holding losses on available for sale  
securities    -    (267 )  -    -  
Total comprehensive income (loss)    1,926    (5,263 )  (980 )  (2,103 )
   
Net income (loss) per share:  
   
Basic and diluted   $ 0.12   $(0.36 ) $(0.06 ) $(0.15 )
   
Number of shares used in computing  
Earning per share  
   
Basic    16,531    13,829    16,534    14,017  
Diluted    16,547    13,829    16,534    14,017  

Amount in thousands except per share data

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OPTIBASE REPORTS/7

Optibase Ltd.
Condensed Consolidated Balance Sheets

June 30
2009
Unaudited

December 31
2008
Audited

 
Assets            
Current Assets:  
 Cash, cash equivalents and short term investments, net    38,053    11,386  
 Trade receivables net of allowance for bad debts    2,342    3,241  
  Inventories    3,119    4,373  
 Other receivables and prepaid expenses    695    690  
Assets Related To Discontinued Operations    -    -  
        Total current assets    44,209    19,690  
   
Other long term investments    2,331    26,388  
   
Fixed assets, net    931    1,228  
Total assets    47,471    47,306  
   
Liabilities and shareholders' equity   
Current Liabilities:  
 Trade payables    1,166    2,276  
Accrued expenses and other liabilities    7,227    7,642  
Liabilities Related To Discontinued Operations    162    162  
       Total current liabilities    8,555    10,080  
Accrued severance pay    1,829    2,215  
Total shareholders' equity    37,087    35,011  
Total liabilities and shareholders' equity    47,471    47,306  

Amounts in thousands

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