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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------


                                   F O R M 6-K

       REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934

                           For the month of June 2004

                        MER TELEMANAGEMENT SOLUTIONS LTD.
                              (Name of Registrant)


                  40 Aluf David Street, Ramat-Gan 52232 Israel
                     (Address of Principal Executive Office)

                  Indicate by check mark whether the registrant files or will
file annual reports under cover of 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):__


                  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):__

                  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-________


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                        MER Telemangement Solutions Ltd.



6-K Items

1.   Press Release re MTS Expands OSS & Billing Solution  Offering dated June 7,
     2004.





                                                                          ITEM 1









Press Release                    Source: MTS - Mer Telemanagement Solutions Ltd.

MTS Expands OSS & Billing Solution Offering

Monday June 7, 10:39 am ET

Signs OEM Agreement With TeleKnowledge, a Leading Provider of Billing Solutions

Creates End-to-End Solution for Telecom Management and Customer Care and Billing
RA'ANANA, Israel, June 7 /PRNewswire-FirstCall/ -- MTS - Mer Telemanagement
Solutions Ltd. (Nasdaq: MTSL - News), a global provider of operations support
systems (OSS) for comprehensive telecommunication management and customer care &
billing solutions, today announced that it has signed an OEM agreement with
TeleKnowledge Group Ltd., a leading provider of carrier-class billing & rating
solutions.

According to the terms of the agreement, MTS will market TeleKnowledge's
flagship Total-e billing, rating and customer care solutions on an OEM basis as
part of MTS' product offerings, as a comprehensive end-to-end solution. MTS will
market the integrated solution via its global sales and professional support
channels to a broad range of service providers and carriers.

"TeleKnowledge's exceptional customer care & billing offerings are a winning
addition to our telemanagement solutions," said Mr. Eytan Bar, President and CEO
of MTS. "By integrating TeleKnowledge's sophisticated Partner Revenue Management
features with the proven cost control capabilities of our products, we can
provide a unique full-featured, cost-effective OSS solution that addresses the
end-to-end telecommunications management and customer care and billing needs of
a wide variety of customers."

Eilon Ginsburg, CEO of TeleKnowledge, added, "We are delighted that MTS has
chosen to integrate Total-e into its product offering. The combination of MTS
global sales and support presence, comprehensive professional service
capabilities and multiple distribution channels, together with TeleKnowledge's
superior and robust billing solution, puts us in a perfect position to penetrate
new markets, driving sales for both our companies."

About TeleKnowledge

TeleKnowledge is a proven, global provider of carrier-class billing solutions.
Founded in 1997, TeleKnowledge offers the world's leading content- commerce
platform: Total-e Content(TM). Since inception, TeleKnowledge has deployed its
billing solutions for leading digital content organizations in over twelve
countries, providing significant speed, flexibility, cost and other advantages
over legacy and in-house alternatives. For more information about TeleKnowledge,
visit http://www.teleknowledge.com.











About MTS

Mer Telemanagement Solutions Ltd. is a global provider of operations support
systems (OSS) for comprehensive telecommunication management and customer care &
billing solutions. MTS' OSS is a full-featured customized solution for
telecommunications management and customer care & billing. Its
telecommunications enterprise resource planning (ERP) application suite is used
by corporations and organizations to improve the efficiency and performance of
all telecommunication and information technology (IT) operations, and to
significantly reduce associated costs. Its affordable customer care and billing
(CC&B) solutions are used by service providers and operators to support
sophisticated billing, web-based self-provisioning, and other revenue-generating
applications.

Headquartered in Israel, MTS markets through wholly owned subsidiaries in the
U.S., Hong Kong, Holland, and Brazil, and through OEM partnerships with Siemens,
Philips, and other PABX vendors. Its legacy call accounting solutions have been
installed by over 60,000 customers in 60 countries. MTS' shares are traded on
the NASDAQ Stock Market (symbol MTSL). For more information please visit the MTS
web site: http://www.mtsint.com.

Certain matters discussed in this news release are forward-looking statements
that involve a number of risks and uncertainties including, but not limited to,
risks in product development plans and schedules, rapid technological change,
changes and delays in product approval and introduction, customer acceptance of
new products, the impact of competitive products and pricing, market acceptance,
the lengthy sales cycle, proprietary rights of the Company and its competitors,
risk of operations in Israel, government regulations, dependence on third
parties to manufacture products, general economic conditions and other risk
factors detailed in the Company's filings with the United States Securities and
Exchange Commission.










                                   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.



                                            MER TELEMANAGEMENT SOLUTIONS LTD.
                                                  (Registrant)



                                            By: /s/Yossi Brikman
                                                ----------------
                                                Yossi Brikman
                                                Chief Financial Officer



Date: June 7, 2004