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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001144204-04-016783.txt : 20041025
<SEC-HEADER>0001144204-04-016783.hdr.sgml : 20041025
<ACCEPTANCE-DATETIME>20041025121232
ACCESSION NUMBER:		0001144204-04-016783
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20041031
FILED AS OF DATE:		20041025
DATE AS OF CHANGE:		20041025

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:		041093326

	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>v07749_6k.txt
<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 October, 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 the 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

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

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- N/A
<PAGE>

THE FINANCIAL  STATEMENTS  ATTACHED TO THIS FORM 6-K ARE HEREBY  INCORPORATED BY
REFERENCE  INTO RADCOM  LTD.'S  ("RADCOM")  REGISTRATION  STATEMENTS ON FORM S-8
(REGISTRATION  STATEMENT  NOS.  333-13244,   333-13246,   333-13248,  333-13250,
333-13254,  333-13252,  333-13236,  333-111931),  AND ON FORM F-3  (REGISTRATION
STATEMENT  NO.  333-115475),  AND SHALL BE A PART THEREOF FROM THE DATE ON WHICH
THIS  REPORT IS FILED,  TO THE EXTENT NOT  SUPERSEDED  BY  DOCUMENTS  OR REPORTS
SUBSEQUENTLY FILED OR FURNISHED.
                                    CONTENTS

This report on Form 6-K of Radcom consists of the following documents, which are
attached hereto and incorporated by reference herein:

1. Press Release:  RADCOM REPORTS  RESULTS FOR THE THIRD QUARTER OF 2004.  Dated
October 25, 2004.

                                   SIGNATURES

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


                                            Radcom Ltd.
                                            (Registrant)

Dated: October 25, 2004                     By: /s/ David Zigdon
                                                ----------------
                                                David Zigdon
                                                Chief Financial Officer
<PAGE>

                                  EXHIBIT INDEX

Exhibit Number      Description of Exhibit

10.1                Press Release: RADCOM REPORTS RESULTS FOR THE THIRD QUARTER
                    OF 2004. Dated October 25, 2004.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>v07749_ex10-1.txt
<TEXT>

                                  EXHIBIT 10.1

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

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

              RADCOM REPORTS RESULTS FOR THE THIRD QUARTER OF 2004

                        -- HIGHEST REVENUES IN 2 YEARS --

      -- SUCCESS IN PENETRATING TOP-TIER CARRIERS AND MANUFACTURERS BRINGS
              LARGER AVERAGE DEAL SIZE AND NEW SALES VISIBILITY --


      TEL-AVIV, Israel--October 25, 2004-- RADCOM Ltd. ("the Company") (NASDAQ:
RDCM) today announced unaudited financial results for the third quarter and nine
months ended September 30, 2004.

FINANCIAL RESULTS

      Revenues for the third quarter of 2004 were $4,155,000, an increase of 33%
compared to $3,121,000 in the third quarter of 2003. Net loss for the third
quarter of 2004 was $184,000, or $0.01 per share, compared to a net loss of
$1,014,000, or $0.10 per share, for the third quarter of 2003.

      Revenues for the nine months ended September 30, 2004 were $10,977,000, an
increase of 53% compared to $7,157,000 for the first nine months of 2003. Net
loss for the first nine months of 2004 was $1,435,000, or $0.11 per share,
compared to a net loss of $5,874,000, or $0.56 per share, for the first nine
months of 2003.

COMMENTS OF MANAGEMENT

      Commenting on the results, Arnon Toussia-Cohen, President and CEO of
RADCOM, said, "We are pleased to report RADCOM's highest revenues in two years
and lowest net loss in four years, together with a 33% year-over-year rise in
our quarterly sales. These encouraging results derive from continuously growing
demand for our strategic Cellular Performer/Cellular Expert and Omni-Q Voice
Quality Management solutions, products whose monitoring capabilities are proving
invaluable for vendors and service providers challenged by 3G and Voice Over IP
deployments. These exceptional solutions are opening up many new types of sales
opportunities for us, resulting in a larger average deal size and an exciting
sales pipeline."

      Mr. Toussia-Cohen continued, "Now that large Voice Over IP deployments
have become more common, we are seeing a significant increase in top-tier demand
for the Omni-Q, as evidenced by our previously-announced sales to Cisco and the
BT Group. Similarly, larger scale 3G deployments are bringing us many 3G
cellular operators as new customers. These high-profile sales function as
important references that help us close additional business, both within each
customer's organization and with new customers. At the same time, with
implementation schedules that stretch over several quarters, these larger deals
are giving us a new level of sales visibility. Taken as a whole, we are excited
by the momentum and continue working on all fronts to take advantage of these
opportunities."
<PAGE>

      With a growing pipeline of sales, the Company is targeting a return to
profitability in the near future.

      RADCOM's management invites you to take part in an interactive
teleconference to discuss the results today, October 25th, at 9:00 a.m. Eastern
Daylight Time. To participate, please call 1-800-450-0785 from the U.S., or
+1-612-332-0637 from international locations, approximately five minutes before
the call is scheduled to begin. A replay of the call will be available from
10:45 AM Eastern Time on October 25th until midnight November 1st. To access the
replay, please call 1-800-475-6701 from the U.S., or +1-320-365-3844 from
international locations, and use the access code 750058.

      The conference call can also be accessed online at www.radcom.com.

                                       ###

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.  The Company does not  undertake to update
forward-looking statements.

                            (Financial tables follow)
<PAGE>

                                                                RADCOM REPORTS/3

                                   RADCOM LTD.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                 (1000's of U.S. dollars, except per share data)

<TABLE>
<CAPTION>
                                            THREE MONTHS ENDED              NINE MONTHS ENDED
                                               SEPTEMBER 30,                  SEPTEMBER 30,
                                       ============================    ============    ============
                                           2004             2003           2004            2003
                                       ----------------------------    ------------    ------------
                                       (unaudited)      (unaudited)     (unaudited)    (unaudited)
                                       ----------------------------    ------------    ------------
<S>                                    <C>             <C>             <C>             <C>
Sales                                  $      4,155    $      3,121    $     10,977    $      7,157
Cost of  sales                                1,294           1,106           3,515           3,753
                                       ----------------------------    ------------    ------------
Gross profit                                  2,861           2,015           7,462           3,404

Research and development, gross               1,355           1,431           3,856           4,334
Less - royalty-bearing participation            400             499           1,302           1,506
                                       ----------------------------    ------------    ------------
Research and development, net                   955             932           2,554           2,828
Sales and marketing                           1,693           1,733           5,099           5,340
General and administrative                      421             389           1,292           1,181
                                       ----------------------------    ------------    ------------
Total operating expenses                      3,069           3,054           8,945           9,349
                                       ----------------------------    ------------    ------------
Operating loss                                 (208)         (1,039)         (1,483)         (5,945)
Financing income, net                            24              25              48              71
                                       ------------    ------------    ------------    ------------
Net loss                                       (184)         (1,014)         (1,435)         (5,874)
                                       ============    ============    ============    ============
Basic loss per ordinary share          $      (0.01)   $      (0.10)   $      (0.11)   $      (0.56)
                                       ============    ============    ============    ============
Weighted average number of               14,400,680      10,492,050      13,130,849      10,492,050
    ordinary  shares (basic)
</TABLE>

(Additional table to follow)
<PAGE>

                                                                RADCOM REPORTS/4

                                   RADCOM LTD.
                           CONSOLIDATED BALANCE SHEETS
                            (1000's of U.S. dollars)

<TABLE>
<CAPTION>
                                                                      AS OF                AS OF
                                                                SEPTEMBER 30, 2004    DECEMBER 31, 2003
                                                                ------------------    -----------------
                                                                   (unaudited)           (audited)
                                                                ------------------    -----------------
<S>                                                                    <C>                 <C>
CURRENT ASSETS
     Cash and cash equivalents                                         8,052               5,614
     Marketable securities                                             1,006                --
     Trade receivables, net                                            4,050               3,769
     Inventories and inventory prepayments                             2,173               1,739
     Other current assets                                                438                 346
                                                                     -------             -------
Total Current Assets                                                  15,719              11,468
                                                                     -------             -------

ASSETS HELD FOR SEVERANCE BENEFITS                                     1,655               1,449
                                                                     -------             -------

PROPERTY AND EQUIPMENT. NET                                            1,150               1,486
                                                                     -------             -------

TOTAL ASSETS                                                          18,524              14,403
                                                                     =======             =======

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
     Trade payables                                                    1,529               1,152
     Other payables and accrued expenses                               4,393               4,849
                                                                     -------             -------
Total Current Liabilities                                              5,922               6,001
                                                                     -------             -------

LIABILITY FOR EMPLOYEES SEVERANCE PAY BENEFITS
                                                                       2,333               2,156
                                                                     -------             -------

TOTAL LIABILITIES                                                      8,255               8,157
                                                                     -------             -------

SHAREHOLDERS' EQUITY
     Share capital                                                       100                  57
     Additional paid-in capital                                       43,688              38,273
     Accumulated deficit                                             (33,519)            (32,084)
                                                                     -------             -------
Total Shareholders' Equity                                            10,269               6,246
                                                                     -------             -------

                  TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY          18,524              14,403
                                                                     =======             =======
</TABLE>

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