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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000922423-04-000686.txt : 20040513
<SEC-HEADER>0000922423-04-000686.hdr.sgml : 20040513
<ACCEPTANCE-DATETIME>20040513162733
ACCESSION NUMBER:		0000922423-04-000686
CONFORMED SUBMISSION TYPE:	20-F/A
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20031231
FILED AS OF DATE:		20040513

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			RADCOM LTD
		CENTRAL INDEX KEY:			0001016838
		STANDARD INDUSTRIAL CLASSIFICATION:	COMPUTER PERIPHERAL EQUIPMENT, NEC [3577]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		20-F/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-29452
		FILM NUMBER:		04803332

	BUSINESS ADDRESS:	
		STREET 1:		24 RAOUL WALLENBERG STREET
		CITY:			TEL AVIV
		STATE:			L3
		ZIP:			69719
		BUSINESS PHONE:		2123108007

	MAIL ADDRESS:	
		STREET 1:		26 RAOUL WALLENBERG STREET
		STREET 2:		TEL AVIV 69719
		CITY:			ISREAL
		STATE:			L3
		ZIP:			00000
</SEC-HEADER>
<DOCUMENT>
<TYPE>20-F/A
<SEQUENCE>1
<FILENAME>kl05035_20-fa.txt
<DESCRIPTION>FORM 20-F/A ANNUAL REPORT
<TEXT>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 20-F/A
                                 Amendment No. 1

         REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                       OR

         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 2003
                                             -----------------

                                       OR

      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
            For the transition period from __________ to __________

                         Commission file number 0-29452

                                   RADCOM Ltd.
                                   -----------
             (Exact name of Registrant as specified in its charter)

                                     Israel
                                     ------
                 (Jurisdiction of incorporation or organization)

               24 Raoul Wallenberg Street, Tel Aviv 69719, Israel
               --------------------------------------------------
                    (Address of principal executive offices)

 Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class                    Name of each exchange on which registered
- -------------------                    -----------------------------------------
      None                                             None

 Securities registered or to be registered pursuant to Section 12(g) of the Act:
                Ordinary Shares, NIS 0.05 par value per share
                ---------------------------------------------
                                (Title of Class)

 Securities for which there is a reporting obligation pursuant to Section 15(d)
 of the Act:
                                      None
                                      ----
                                (Title of Class)

            Indicate the number of outstanding shares of each of the issuer's
classes of capital or common stock as of the close of the period covered by the
annual report:

            10,506,876 Ordinary Shares, NIS 0.05 par value per share
            --------------------------------------------------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
                                                               [x]  Yes  [ ]  No
Indicate by check mark which financial statement item the registrant has elected
to follow.
                                                       [ ] Item 17  [x] Item 18


<PAGE>


                                EXPLANATORY NOTE

This Form 20-F/A is being filed solely to amend the Annual Report on Form 20-F
for the fiscal year ended December 31, 2003, filed by Radcom Ltd. (the
"Registrant") on May 6, 2004 (the "Form 20-F"), to include an additional Report
of Independent Accountants relating to the audited balance sheet of Radcom (UK)
Ltd., a subsidiary of the Registrant, at December 31, 2002, in this Form 20-F/A.

Except for the above amendment, no changes have been made to the financial
statements of the Registrant as contained in the Form 20-F, and the balance of
Item 18 of the Form 20-F is hereby incorporated by reference.

This Form 20-F/A consists of a cover page, this explanatory note, Item 18 (as
amended) of the Form 20-F, the Report of Independent Accountants described
herein, the signature page and the required certifications of the principal
executive officer and the principal financial officer of the Registrant.

Other than as expressly set forth above, this Form 20-F/A does not, and does not
purport to, amend, update or restate the information in the Form 20-F or reflect
any events that have occurred after the Form 20-F was filed.

                                    PART III

ITEM 18.  FINANCIAL STATEMENTS

The Report of Independent Accountants relating to the audited balance sheet of
Radcom (UK) Ltd. at December 31, 2002 follow the signature page of this Form
20-F/A.





<PAGE>


                                    SIGNATURE
                                    ---------


      The registrant hereby certifies that it meets all of the requirements for
filing on Form-20F/A and that it has duly caused and authorized the undersigned
to sign this annual report on its behalf.

                                    RADCOM LTD.


                                    By:/s/ Arnon Toussia-Cohen
                                       -----------------------------
                                    Name:  Arnon Toussia-Cohen
                                    Title: Chief Executive Officer

                                    Date:  May 13, 2004


                                       3

<PAGE>


                                                                 Radcom (UK) Ltd

Financial Statements as at December 31, 2002


Report of Independent Accountants
To the Shareholders of Radcom (UK) Ltd.

We have audited the balance sheets of Radcom (UK) Ltd. ("the Company") at
December 31, 2002, statements of income, shareholders' equity and cash flows for
the year ended December 31, 2002. These financial statements are the
responsibility of the Company's Board of Directors and management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by the Board of Directors and management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, based upon our audit the aforementioned financial statements
present fairly, in all material respects, the financial position of the Company
at December 31, 2002 and the results of its operations, changes in shareholder's
equity and its cash flows for the year ended December 31, 2002 in conformity
with generally accepted accounting principles in the United States of America.


Blick Rothenberg
Chartered Accountants
London, England
                                                                 21 January 2003


                                       4

<PAGE>



Exhibit     Index
- -------     -----

12.1        Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)
            or 15d-14(a) of the Securities Exchange Act of 1934.

12.2        Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)
            or 15d-14(a) of the Securities Exchange Act of 1934.





                                       5


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12
<SEQUENCE>2
<FILENAME>kl05035_ex12-1.txt
<DESCRIPTION>EXHIBIT 12.1
<TEXT>
                                                                    EXHIBIT 12.1


I, Arnon Toussia-Cohen, certify that:

 1. I have reviewed this amendment to annual report on Form 20-F of Radcom Ltd.;
    and

 2. Based on my knowledge, this amendment to report does not contain any untrue
    statement of a material fact or omit to state a material fact necessary to
    make the statements made, in light of the circumstances under which such
    statements were made, not misleading with respect to the period covered by
    this annual report.

Date: May 13, 2004

/s/ Arnon Toussia-Cohen

Arnon Toussia-Cohen
Chief Executive Officer




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12
<SEQUENCE>3
<FILENAME>kl05035_ex12-2.txt
<DESCRIPTION>EXHIBIT 12.2
<TEXT>
                                                                    EXHIBIT 12.2


I, David Zigdon, certify that:

 1. I have reviewed this amendment to annual report on Form 20-F of Radcom Ltd.;
    and

 2. Based on my knowledge, this amendment to report does not contain any untrue
    statement of a material fact or omit to state a material fact necessary to
    make the statements made, in light of the circumstances under which such
    statements were made, not misleading with respect to the period covered by
    this annual report.

Date: May 13, 2004

/s/ David Zigdon

David Zigdon
 Chief Financial Officer



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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