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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000922423-04-000452.txt : 20040329
<SEC-HEADER>0000922423-04-000452.hdr.sgml : 20040329
<ACCEPTANCE-DATETIME>20040329130343
ACCESSION NUMBER:		0000922423-04-000452
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20040301
FILED AS OF DATE:		20040329

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:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-29452
		FILM NUMBER:		04695342

	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>6-K
<SEQUENCE>1
<FILENAME>kl03038_6k.txt
<DESCRIPTION>FORM 6-K REPORT FOREIGN PRIVATE ISSUER
<TEXT>
================================================================================

                                    FORM 6-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                        Report of Foreign Private Issuer

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

                           For the month of March 2004

                         Commission File Number 0-29452


                                   RADCOM LTD.
                 (Translation of registrant's name into English)

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


            Indicate by check mark whether registrant files or will file annual
reports under cover 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):..........N/A

            Note: Regulation S-T Rule 101(b)(1) only permits the submission in
paper of a Form 6-K if submitted solely to provide an attached annual report to
security holders.

            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):............N/A

            Note: Regulation S-T Rule 101(b)(7) only permits the submission in
paper of a Form 6-K if submitted to furnish a report or other document that the
registrant foreign private issuer must furnish and make public under the laws of
the jurisdiction in which the registrant is incorporated, domiciled or legally
organized (the registrant's "home country"), or under the rules of the home
country exchange on which the registrant's securities are traded, as long as the
report or other document is not a press release, is not required to be and has
not been distributed to the registrant's security holders, and, if discussing a
material event, has already been the subject of a Form 6-K submission or other
Commission filing on EDGAR.

            Indicate by check mark whether 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     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
                                                         ------

<PAGE>

                                    CONTENTS

This report on Form 6-K of Radcom Ltd. consists of the following document, which
is attached hereto and incorporated by reference herein:

1. Press Release: RADCOM COMPLETES PRIVATE PLACEMENT; ACHIEVES NASDAQ'S $10
MILLION SHAREHOLDERS' EQUITY REQUIREMENT, dated March 29, 2004.


<PAGE>

                                   SIGNATURES

            In accordance with 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.

                                   RADCOM LTD.


Dated:  March 29, 2004
                                   By: /s/ David Zigdon
                                      -------------------------------------
                                   Name:  David Zigdon
                                   Title: Chief Financial Officer


<PAGE>


                                  EXHIBIT INDEX

Exhibit     Item
- --------------------------------------------------------------------------------
10.1        Press Release: RADCOM COMPLETES PRIVATE PLACEMENT; ACHIEVES NASDAQ'S
            $10 MILLION SHAREHOLDERS' EQUITY REQUIREMENT, dated March 29, 2004.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>kl03038_ex10-1.txt
<DESCRIPTION>EXHIBIT 10.1 PRESS RELEASE
<TEXT>
                                                                    Exhibit 10.1


RAD COM
TEST-OF-THE-ART                                                            NEWS
- --------------------------------------------------------------------------------

Contact:
David Zigdon, CFO
(972) 3-6455004
davidz@radcom.com

                                                         FOR IMMEDIATE RELEASE
                                                         ---------------------


              Radcom completES private placement; achieveS Nasdaq's
                  $10 million shareholders' equity requirement
               -- Company Closed $5.5M Private Placement (PIPE)--



      TEL-AVIV, Israel--March 29, 2004-- RADCOM Ltd. (RADCOM) (NASDAQ: RDCM)
today announced that it has closed a $5.5 million private placement (or PIPE
investment) of ordinary shares. Radcom's management believes that as a result of
closing the PIPE investment, the Company has regained compliance with Nasdaq's
$10 million shareholders' equity requirement.

      On December 1, 2003, Radcom received a Determination from Nasdaq's staff
indicating that Radcom failed to meet Nasdaq's $10 million shareholders' equity
requirement for continued listing. The staff Determination provided notice that
Radcom's ordinary shares were subject to delisting from The Nasdaq National
Market. The Company appealed the Determination and was granted a hearing before
a Nasdaq Listing Qualifications Panel.

      On February 13, 2004, Radcom received a Panel Determination which
determined to continue listing the ordinary shares on The Nasdaq National
Market, subject to certain requirements, as further described below. The Company
completed the PIPE investment as part of its plan to achieve compliance with the
$10 million minimum shareholders' equity requirement.

      Under the PIPE investment, the Company issued 3,851,541 of its ordinary
shares at an aggregate purchase price of $5.5 million or $1.428 per ordinary
share. The Company expects to receive approximately $5.4 million, net of
expenses. The Company also issued to the investors warrants to purchase up to
962,885 ordinary shares at an exercise price of $2.253 per share. The warrants
are exercisable for two years from the closing of the PIPE. The securities
offered in the PIPE have not been registered under the Securities Act of 1933,
as amended (the "Act"), and may not be offered or sold in the United States
absent registration, or an applicable exemption from registration, under the
Act. The Company will register all PIPE-related shares (both those purchased and
those issuable pursuant to the warrants) for resale. The investors in the PIPE
included Star Ventures, B.C.S. Group, Yehuda Zisapel, Zohar Zisapel, and others.

      Radcom's ongoing compliance with the continued listing requirements will
continue to be monitored by the Nasdaq Listing Qualifications Panel until the
Company meets certain

<PAGE>

requirements of the Panel Determination. These requirements include publicly
filing a balance sheet, including pro forma adjustments for any significant
events or transactions occurring on or before the date of the filing, to
demonstrate achievement of the shareholders' equity requirement. In addition,
Radcom must demonstrate an ability to sustain compliance with the minimum
shareholders' equity requirement over the long term. There can be no assurances
that the Company will be able to sustain compliance with The Nasdaq National
Market continued listing requirements.


                                       ###


RADCOM designs, manufactures, markets and supports network test and quality
management solutions for service providers, developers and enterprises
worldwide. The Company specializes in comprehensive performance measurement and
voice quality management systems for VoIP and cellular converged networks as
well as in a line of high quality, integrated, multitechnology WAN/LAN/ATM test
solutions. For more information, please visit www.RADCOM.com.

Certain statements made herein that use the words "estimate," "project,"
"intend," "expect", "believe" and similar expressions are intended to identify
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements involve known
and unknown risks and uncertainties which could cause the actual results,
performance or achievements of the Company to be materially different from those
which may be expressed or implied by such statements, including, among others,
changes in general economic and business conditions and specifically, decline in
demand to the Company's products, inability to timely develop and introduce new
technologies, products and applications and loss of market share and pressure on
prices resulting from competition. For additional information regarding these
and other risks and uncertainties associated with the Company's business,
reference is made to the Company's reports filed from time to time with the
Securities and Exchange Commission.



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