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, 2008

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 withRule 13g3-2(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, 2008

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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, 2008 – Optibase, Ltd. (NASDAQ:OBAS), a leader in advanced digital video solutions, today announced financial results for the second quarter ended June 30, 2008.

        Revenues for the second quarter ended June 30, 2008 were $5.7 million compared with $4 million for the first quarter of 2008 and $6.7 million for the second quarter of 2007.

        Net loss for the quarter ended June 30, 2008, was $2.1 million or $0.15 per basic and fully diluted share. This compares with a net loss of $2.9 million or $0.21 per basic and fully diluted share for the first quarter of 2008, and a net loss of $2 million or $0.15 per basic and diluted share for the second quarter of 2007. Weighted average shares outstanding used in the calculation were approximately 14 million basic and fully diluted for the second quarter of 2008 and 13.6 million basic and fully diluted for the first quarter of 2008 and 13.5 million basic and fully diluted for the second quarter of 2007.

        For the six months ended June 30, 2008, revenues totaled $9.8 million, compared with $12.2 million for the six months ended June 30, 2007. Net loss for the period was $5 million or $0.36 per basic and fully diluted share, compared to a net loss of $3.5 million or $0.26 per basic and fully diluted share for the six months ended June 30, 2007. Weighted average shares outstanding used in the calculation for the periods were approximately 13.8 million basic and fully diluted and 13.5 million basic and fully diluted respectively.

        As of June 30, 2008, the Company had cash, cash equivalents, and other financial investments, net, of $12.4 million, and shareholders’ equity of $39.4 million, compared with $7.6 million, and $36 million as of March 31, 2008 respectively.

        Amir Philips CFO of Optibase, commented, “We gained back our momentum in the quarter with increased revenues, The execution of our strategy continued on track with our two new products, Creator Ingest Server and the EZ TV and the MGW X100 products. Our backlog and pipeline are showing significant growth for the second half of 2008 and we are on track realizing some of the contracts that were delayed last quarter.

        “Our bottom-line continued to be impacted by the devaluation of the U.S. dollar compared to the New Israeli Shekel, the result of which again added pressure to our operating income. Despite this, our businesses and sales of our products have shown growth over the first quarter of 2008.”

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        He concluded by saying, “We are optimistic about what is to come for Optibase in terms of product innovation and new orders. Our strong R & D is an advantage that provides us with the ability to continually accommodate and serve our current and future customers.”

About Optibase
Optibase provides professional encoding, decoding, video server upload and streaming solutions for telecom operators, service providers, broadcasters and content creators. The company’s platforms enable the creation, broadband streaming and playback of high quality digital video.  Optibase’s breadth of product offerings are used in applications, such as: video over DSL/Fiber networks, post production for the broadcast and cables industries, archiving; high-end surveillance, distance learning; and business television.  Headquartered in Israel, Optibase operates through its fully owned subsidiary in Mountain View, California and offices in, Japan, China, India and Singapore.  Optibase products are marketed in over 40 countries through a combination of direct sales, independent distributors, system integrators and OEM partners. 

For further information, please visit www.optibase.com

Conference Call:
Optibase has scheduled a conference call for 9 a.m. EDT, August 4, 2008 to discuss the second quarter results.

For those unable to participate, there will be replay available from 12:00 p.m. EDT on August 4, 2008 through 11:59 p.m. EDT, September 4, 2008. Please call: +(800) 642-1687 (Domestic) and +(706) 645-9291 (International). REPLAY CODE: 57167356.

Interested parties may access the conference call over the Internet via, www.kcsa.com. To listen to the live call, please go to the KCSA Web site at least 15 minutes prior to the scheduled start time to register, download and install any necessary audio software.

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 and estimates, 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 evolving market for digital video in general and the infancy of the 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 Ltd.
Condensed Consolidated Statement of Operations
For the Period Ended June 30, 2008

Six months ended Three months ended
June 30
2008
$
Unaudited

June 30
2007
$
Unaudited

June 30
2008
$
Unaudited

June 30
2007
$
Unaudited

 
Revenues      9,770    12,221    5,743    6,672  
Gross profit    4,964    5,772    2,936    2,790  
Operating expenses:  
Research and development, net    3,289    2,471    1,588    1,270  
Selling, general and administrative    6,101    4,919    3,195    2,625  
       Total operating expenses    9,390    7,390    4,783    3,895  
   
Operating loss    (4,426 )  (1,618 )  (1,847 )  (1,105 )
Other expenses    (705 )  (2,084 )  (219 )  (810 )
Financial income (expense), net    115    200    (47 )  (123 )
   
Net loss from continuing operations     (5,016 )  (3,502 )  (2,113 )  (2,038 )
Income related to discontinued operations     20    -    10    -  
   
Net loss    (4,996 )  (3,502 )  (2,103 )  (2,038 )
Other comprehensive income   
Unrealized holding losses on available for sale securities    (267 )  (664 )  -    (799 )
Total comprehensive loss    (5,263 )  (4,166 )  (2,103 )  (2,837 )
   
Net loss per share:  
Basic and diluted    ($ 0.36 )  ($ 0.26 )  ($ 0.15 )  ($ 0.15 )
   
Number of shares used in computing
Earning per share
  
   
Basic and diluted    13,829    13,511    14,017    13,527  
   
Amount in thousands except per share data  

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Optibase Ltd.
Condensed Consolidated Balance Sheets

June 30
2008
December 31
2007
 
Unaudited
 
 
       Assets            
       Current Assets:  
        Cash, cash equivalents and short term investments, net    12,365    18,387  
        Trade receivables net of allowance for bad debts    4,308    4,053  
         Inventories    4,267    5,321  
        Other receivables and prepaid expenses    921    1,487  
       Assets Related To Discontinued Operations    -    43  
               Total current assets    21,861    29,291  
   
       Other long term investments    28,553    20,316  
   
       Fixed assets, net    1,627    1,691  
       Total assets    52,041    51,298  
   
       Liabilities and shareholders' equity   
       Current Liabilities:  
        Trade payables    2,207    2,753  
       Accrued expenses and other liabilities    6,737    6,278  
       Liabilities Related To Discontinued Operations    162    162  
              Total current liabilities    9,106    9,193  
       Accrued severance pay    3,582    2,941  
       Total shareholders' equity    39,353    39,164  
       Total liabilities and shareholders' equity    52,041    51,298  
   
       Amounts in thousands  

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