-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0000930413-03-000917.txt : 20030327
<SEC-HEADER>0000930413-03-000917.hdr.sgml : 20030327
<ACCEPTANCE-DATETIME>20030327104440
ACCESSION NUMBER:		0000930413-03-000917
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20030331
FILED AS OF DATE:		20030327

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BOS BETTER ONLINE SOLUTIONS LTD
		CENTRAL INDEX KEY:			0001005516
		STANDARD INDUSTRIAL CLASSIFICATION:	COMPUTER COMMUNICATIONS EQUIPMENT [3576]
		IRS NUMBER:				0000000
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-14184
		FILM NUMBER:		03619712

	BUSINESS ADDRESS:	
		STREET 1:		100 BOS RD
		CITY:			TERADION ISRAEL
		STATE:			L3
		ZIP:			00000

	MAIL ADDRESS:	
		STREET 1:		TERADION INDUSTRIAL PARK
		CITY:			BEIT RABIN
		STATE:			L3
		ZIP:			20179
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>c27563_6k.txt
<TEXT>

                                   FORM 6 - K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                            Report on Foreign Issuer

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

                          For the Month of March, 2003

                      B.O.S. Better On-Line Solutions, Ltd.
                      -------------------------------------
                 (Translation of Registrant's Name into English)

                      100 BOS Road, Teradion 20179, Israel
                      ------------------------------------
                    (Address of Principal Corporate 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 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 ___                   No _X_

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

<PAGE>


Attached hereto and incorporated by reference herein is the Registrant's
announcement dated March 25, 2003 regarding its financial results for the fourth
quarter and 2002.

Signature

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.

                                           B.O.S. Better On-Line Solutions, Ltd.
                                                        (Registrant)

                                           By: /s/ Israel Gal
                                               -----------------
                                               Israel Gal
                                               President and CEO

Dated: March 26, 2003


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>c27563_ex99-1.txt
<TEXT>

                                                                    EXHIBIT 99.1


                     B.O.S. - BETTER ON-LINE SOLUTIONS LTD.

B.O.S. BETTER ON-LINE SOLUTIONS LTD. ANNOUNCES FINANCIAL RESULTS OF
OPERATIONS FOR THE FOURTH QUARTER AND 2002

2002 REVENUES FROM CONTINUING SEGMENT GREW BY 56% COMPARED TO 2001, WITH NET
PROFIT OF $72,000 ACHIEVED FOR FOURTH QUARTER OF 2002.

TERADYON, ISRAEL -- March 25, 2003 -- B.O.S. Better On-line Solutions Ltd. (the
"Company" or "BOS") (NASDAQ: BOSC, TASE:BOSC) announced today its financial
results for the year ended December 31, 2002.

Revenues for the fourth quarter of 2002 were significantly higher than the
parallel quarter in 2001, totaling $2.89 million compared to $1.06 million for
the fourth quarter of 2001. Total revenues for 2002 were $9.44 million compared
to $6.04 million in 2001, a 56% increase.

Net profit for the fourth quarter of 2002 from continuing segments was $72,000
(or $0.01 per share), compared to a net loss of $1.12 million (or $0.09 per
share) for the fourth quarter of 2001.Net loss for 2002 from continuing segments
was $433,000 (or $0.03 per share), compared to a net loss of $4.66 million (or
$0.38 per share) for 2001.

Total cash and investments were $9 million as of December 31, 2002.

Focusing on its core business, the Company improved its operational structure
and expanded its customer base. Consequently, revenues increased by $3.4 million
and the Company saved in excess of $1 million in operating expenses.


FOURTH QUARTER 2002 - CONSOLIDATED STATEMENT OF OPERATION
(CONTINUING OPERATIONS):

Revenues for the fourth quarter of 2002 were $2.89 million, generated mainly
from BOScom core product sales of IBM midrange-to-PC and LAN connectivity
solutions and IP Telephony equipment. This represents a 34% growth compared to
$2.15 million for the third quarter of 2002, and a growth of 172% compared to
the fourth quarter of 2001.

Gross profit for the fourth quarter of 2002 was $2.19 million. This represents a
40% growth compared to $1.56 million for the third quarter of 2002.

Gross profit for 2002 was $7.14 million compared to $3.34 million in 2001,
representing growth of 114%.

Selling, marketing, general and administrative expenses for the fourth quarter
of 2002 totaled $2.04 million, compared to $1.96 million during the third
quarter of 2002, and $1.44 million for the fourth quarter of 2001.

Net profit for the fourth quarter of 2002 totaled $72,000, compared to net loss
of $351,000 for the third quarter of 2002, and $1.12 million loss for the fourth
quarter of 2001.

Israel (Izzy) Gal, B.O.S.' CEO stated: "Our decision to focus on our core
business results a steady increase in sales. The Company's core business sales
grew by 56% compared to 2001 sales.. Most of the revenues were contributed by
the Company's computer communications activity, and we've experienced good
acceptance and growth with our IP telephony products as well."


FOURTH QUARTER 2002 - PRO FORMA:

The Pro forma Statement of Operation results are net of goodwill amortization,
restructuring costs, expenses related to previous years, and other expenses (see
section (a) on the Pro-Forma Statement of Operation).

The net profit from continuing segments for the fourth quarter of 2002 totaled
$122,000, compared to a net loss of $301,000 for the third quarter of 2002, and
a $625,000 loss for the fourth quarter of 2001.

The net loss from continuing segments in 2002 totaled $243,000 compared to a net
loss of $3.02 million in 2001.

The pro forma net loss related to the discontinued segment for the fourth
quarter of 2002 amounted to $13,000, compared to a loss of $827,000 for the
third quarter of 2002 and $1.62 million for the fourth quarter of 2001.

Net pro forma profit for the fourth quarter of 2002 totaled $109,000 (or $0.01
per share), compared to a net pro forma loss of $1.13 million (or $0.09 per
share) for the third quarter of 2002 and $2.25 million (or $0.18 per share) for
the fourth quarter of 2001.

<PAGE>


                     B.O.S. - BETTER ON-LINE SOLUTIONS LTD.


FOURTH QUARTER 2002 - DISCONTINUED SEGMENT

In 2002, the Board of Directors of the Company decided to sell its wholly owned
U.S. subsidiary, Pacific Information Systems, Inc. ("Pacinfo"), a commercial VAR
and e-commerce system solutions provider. Due to this decision, the financial
statements of the Company disclose the financial information related to the
Pacinfo VAR segment, in accordance with accounting standards for "discontinued
operations". During the fourth quarter of 2002, based on the poor economic
climate and based upon its severe financial situation, the Company initiated a
plan to cease operations of Pacinfo and is trying to reach an arrangement with
Pacinfo's creditors.

The net loss from discontinued segment for the fourth
quarter of 2002 was $1.35 million (or $0.11 per share) and $7.67 million (or
$0.62 per share) for the entire year.


Net loss for the fourth quarter of 2002 , including the discontinued segment ,
totaled $1.28 million (or $0.11 per share), compared to a net loss of $1.99
million (or $0.16 per share) for the third quarter of 2002, and a $5.81 million
loss for the fourth quarter of 2001 (or $0.47 per share).

Net loss for 2002 , including the discontinued segment , totaled $8.10 million
(or $0.65 per share), compared to a net loss of $12.97 million (or $1.05 per
share) for 2001.


ABOUT B.O.S.

Through its wholly owned subsidiary, BOScom, the Company develops, produces and
markets technologically complex, multi-functional, cross-enterprise
communication and networking products. Marketed under the BOSaNOVA brand, these
products are renowned for their simplicity of use, quality, and reliability. The
IP Telephony line offers innovative convergence migration solutions that
leverage a corporation's existing equipment infrastructure. The legacy line
provides solutions for IBM midrange-to-PC and LAN connectivity and GUI
emulation, and printing solutions that are operating system-independent.

B.O.S. was established in 1990 and became a public company traded on the NASDAQ
National Market in 1996 (Nasdaq:BOSC), and on the Tel Aviv Stock Market in 2002
(TASE:BOSC).


For further information, please contact Mr. Noam Yellin, at Tel. +972-3-527-4949
nyellin@netvision.net.il.

Please visit our website, http://www.boscorporate.com.

THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN REFLECT MANAGEMENT'S CURRENT
VIEWS WITH RESPECT TO FUTURE EVENTS AND FINANCIAL PERFORMANCE. THESE
FORWARD-LOOKING STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT
COULD CAUSE THE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE
FORWARD-LOOKING STATEMENTS, ALL OF WHICH ARE DIFFICULT TO PREDICT AND MANY OF
WHICH ARE BEYOND THE CONTROL OF BOS, INCLUDING, BUT NOT LIMITED TO, THOSE RISKS
AND UNCERTAINTIES DETAILED IN BOS' PERIODIC REPORTS AND REGISTRATION STATEMENTS
FILED WITH THE U.S. SECURITIES EXCHANGE COMMISSION.

<PAGE>


                     B.O.S. - BETTER ON-LINE SOLUTIONS LTD.
                         - - CONSOLIDATED BALANCE SHEETS
================================================================================
                            U.S. DOLLARS IN THOUSANDS

                                                              DECEMBER 31,
                                                         ----------------------
                                                           2002          2001
                                                         --------      --------

                        ASSETS

CURRENT ASSETS:
Cash and cash equivalents                                $  5,246      $  8,325
Restricted cash                                               700            --
Short-term marketable securities                              819            --
Trade receivables                                           1,523         1,495
Other accounts receivable and prepaid expenses                382           550
Inventories                                                   855           307
                                                         --------      --------

TOTAL CURRENT ASSETS                                        9,525        10,677
                                                         --------      --------

LONG-TERM INVESTMENTS:
Long term marketable securities                             2,226         2,884
Long term prepaid expenses                                     15            87
Other investment                                            2,042         2,042
                                                         --------      --------

TOTAL LONG-TERM INVESTMENTS                                 4,283         5,013
                                                         --------      --------
PROPERTY AND EQUIPMENT, NET                                   965         1,296
                                                         --------      --------
OTHER ASSETS, NET                                             551           711
                                                         --------      --------
ASSETS RELATED TO DISCONTINUING SEGMENT                     1,115        13,070
                                                         --------      --------
TOTAL ASSETS                                             $ 16,439      $ 30,767
                                                         ========      ========

            LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Short-term credit and current maturities
  of long term loan                                      $     --      $    286
Trade payables                                              1,044           448
Accrued and other liabilities                               2,501         2,935
                                                         --------      --------
TOTAL CURRENT LIABILITIES                                   3,545         3,669
                                                         --------      --------
ACCRUED SEVERANCE PAY                                         231           280
                                                         --------      --------
LIABILITIES RELATED TO DISCONTINUING SEGMENT                4,131        10,340
                                                         --------      --------
SHAREHOLDERS' EQUITY:
Share capital                                               3,690         3,628
Additional paid-in capital                                 41,103        41,011
Deferred stock compensation                                    66            59
Accumulated deficit                                       (36,327)      (28,220)
                                                         --------      --------
TOTAL SHAREHOLDERS' EQUITY                                  8,532        16,478
                                                         --------      --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY               $ 16,439      $ 30,767
                                                         ========      ========
<PAGE>


                     B.O.S. - BETTER ON-LINE SOLUTIONS LTD.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
================================================================================
           U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA

<TABLE>
<CAPTION>
                                             THREE MONTHS ENDED                  YEAR ENDED
                                                DECEMBER 31,                    DECEMBER 31,
                                        ---------------------------     ---------------------------
                                            2002           2001            2002            2001
                                        -----------     -----------     -----------     -----------
                                                                UNAUDITED
                                        -----------------------------------------------------------
<S>                                     <C>             <C>             <C>             <C>
Revenues                                $     2,891     $     1,062     $     9,441     $     6,042
Cost of revenues                                700           1,291           2,300           2,703
                                        -----------     -----------     -----------     -----------

Gross profit (loss)                           2,191            (229)          7,141           3,339
                                        -----------     -----------     -----------     -----------
Operating expenses:
  Research and development, net                 627             556           2,182           1,757
  Selling and marketing                         897             716           3,005           4,215
  General and administrative                    525             163           2,397           1,839
                                        -----------     -----------     -----------     -----------

Total operating expenses                      2,049           1,435           7,584           7,811
                                        -----------     -----------     -----------     -----------

Operating income (loss)                         142          (1,664)           (443)         (4,472)
Financial income (expenses), net                 17             (11)            295             427
Restructuring costs                              --            (132)             --            (132)
Amortization of goodwill                        (50)            (45)           (190)           (208)
Other expenses                                  (37)           (280)            (95)           (272)
                                        -----------     -----------     -----------     -----------
Earning (loss) before minority
  interest in losses of an
  affiliated company                             72          (2,132)           (433)         (4,657)

Minority interest in losses of
  an affiliated company                          --           1,016              --              --
                                        -----------     -----------     -----------     -----------

Net loss from continuing segments                72          (1,116)           (433)         (4,657)
Basic and diluted net earning
  (loss) per share from
   continuing segment                   $      0.01     $     (0.09)    $     (0.03)    $     (0.38)
                                        ===========     ===========     ===========     ===========

Net earning (loss) related to
  discontinuing segment                      (1,350)         (4,696)         (7,674)         (8,313)
                                        -----------     -----------     -----------     -----------


Net loss                                $    (1,278)    $    (5,812)    $    (8,107)    $   (12,970)

Basic and diluted net loss per
  share from discontinuing segment      $     (0.11)    $     (0.38)    $     (0.62)    $     (0.67)
                                        ===========     ===========     ===========     ===========
Basic and diluted net loss
  per share                             $     (0.10)    $     (0.47)    $     (0.65)    $     (1.05)
                                        ===========     ===========     ===========     ===========
Weighted average number of shares
  used in computing basic and
  diluted loss per share                 12,639,454      12,387,524      12,460,945      12,387,524
                                        ===========     ===========     ===========     ===========
</TABLE>

<PAGE>


                     B.O.S. - BETTER ON-LINE SOLUTIONS LTD.

                PRO-FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
================================================================================
           U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA

<TABLE>
<CAPTION>
                                                             THREE MONTHS ENDED                 YEAR ENDED
                                                                DECEMBER 31,                    DECEMBER 31,
                                                        ---------------------------     ---------------------------
                                                            2002            2001            2002            2001
                                                        -----------     -----------     -----------     -----------
                                                                                 UNAUDITED
                                                        -----------------------------------------------------------
<S>                                                     <C>             <C>             <C>             <C>
Revenues                                                $     2,891     $     1,062     $     9,441     $     6,042
Cost of revenues                                                700             200           2,300           1,612
                                                        -----------     -----------     -----------     -----------

Gross profit                                                  2,191             862           7,141           4,430
                                                        -----------     -----------     -----------     -----------
Operating expenses:
  Research and development, net                                 627             556           2,182           1,757
  Selling and marketing                                         897             716           3,005           4,215
  General and administrative                                    525             163           2,397           1,839
                                                        -----------     -----------     -----------     -----------

Total operating expenses                                      2,049           1,435           7,584           7,811
                                                        -----------     -----------     -----------     -----------

Operating income (loss)                                         142            (573)           (443)         (3,381)
Financial income (expenses), net                                 17             (11)            295             427
Other expenses                                                  (37)            (41)            (95)            (61)
                                                        -----------     -----------     -----------     -----------

Net earning (loss) from continuing segments                     122            (625)           (243)         (3,015)
                                                        -----------     -----------     -----------     -----------

Basic and diluted net earning (loss)
  per share from continuing segment                     $      0.01     $     (0.05)    $     (0.02)    $     (0.24)
                                                        ===========     ===========     ===========     ===========

Net loss related to discontinuing segment                       (13)         (1,622)         (1,750)         (3,058)
                                                        -----------     -----------     -----------     -----------

Net earning (loss)                                              109          (2,247)         (1,993)         (6,073)
                                                        ===========     ===========     ===========     ===========

Basic and diluted net loss per share
  from discontinuing segment                            $     (0.00)    $     (0.13)    $     (0.14)    $     (0.35)
                                                        ===========     ===========     ===========     ===========
Basic and diluted net profit (loss)
  per share                                             $      0.01     $     (0.18)    $     (0.16)    $     (0.49)
                                                        ===========     ===========     ===========     ===========
Weighted average number of shares used
  in computing basic and diluted net loss
  per share                                              12,639,454      12,387,524      12,460,945      12,387,524
                                                        ===========     ===========     ===========     ===========


(a)  The pro forma results are net of the following:
     Amortization of goodwill                                   (59)           (750)         (4,957)         (2,993)
     Restructuring costs                                     (1,328)         (1,772)         (1,157)         (1,772)
     Inventory write off                                         --            (664)             --            (664)
     Other expenses                                              --             (11)             --             (84)
     Expenses related to previous years                          --          (1,273)             --          (1,273)
     Minority interest in loss
       of an affiliated company                                  --           1,016              --              --
     Litigation and disputes                                     --            (111)             --            (111)
</TABLE>



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