Issuer Delisting; Boston Stock Exchange, Inc.; Order Granting the Application of Top Image Systems Ltd. to Withdraw its Ordinary Shares, .04 NIS par value, from Listing and Registration File No. 1-14552

SECURITIES AND EXCHANGE COMMISSION

Issuer Delisting; Boston Stock Exchange, Inc.; Order Granting the Application of Top Image Systems Ltd. to Withdraw its Ordinary Shares, .04 NIS par value, from Listing and Registration
File No. 1-14552

May 27, 2005

On April 4, 2005, Top Image Systems Ltd., a company organized under the laws of the State of Israel ("Issuer"), filed an application with the Securities and Exchange Commission ("Commission"), pursuant to Section 12(d) of the Securities Exchange Act of 1934 ("Act")¹ and Rule 12d2-2(d) thereunder,² to withdraw its ordinary shares, .04 NIS par value ("Security"), from listing and registration on the Boston Stock Exchange, Inc. ("BSE"). Notice of such application requesting comments was published in the Federal Register on May 6, 2005.³ No comments were received. As discussed below, the Commission is granting the application.

On March 10, 2005, the Board of Directors ("Board") of the Issuer approved a resolution to withdraw the Security from listing and registration on BSE. In making the decision to delist the Security from BSE, the Issuer stated that the following reason factored into its decision: (i) there has been no trading activity in the Security on BSE for a significant period of time; and (ii) remaining on BSE subjects the Issuer to the rules and regulations of the Exchange in addition to the rules and regulations of Nasdaq SmallCap Market ("Nasdaq"). In addition, the Issuer stated that the Security has been listed on both BSE and Nasdaq since 1996. However, there has been no trading activity on BSE since at least the beginning of 2002. The Issuer intends to maintain its listing of the Security on Nasdaq.

The Issuer's application relates solely to withdrawal of the Security from listing on BSE and from registration under Section 12(b) of the Act,⁴ and shall not affect its obligation to be registered under Section 12(g) of the Act.⁵

The Commission, having considered the facts stated in the application and having due regard for the public interest and protection of investors, orders that the application be, and it hereby is, granted, effective at the opening of business on May 31, 2005.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.⁶

Jonathan G. Katz
Secretary

Endnotes

¹ 15 U.S.C. 78l(d).

² 17 CFR 240.12d2-2(d).

³ See Securities Exchange Act Release No. 51638 (April 29, 2005), 70 FR 24131.

⁴ 15 U.S.C. 781(b).

⁵ 15 U.S.C. 781(g).

⁶ 17 CFR 200.30-3(a)(1).