Contact:

________________________________________________________________

________________________________________________________________


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 August, 2004


MAGIC SOFTWARE ENTERPRISES LTD.

(Name of Registrant)



5 HaPlada Street, Or-Yehuda, Israel 60218

(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 -

________________________________________________________________

________________________________________________________________



Company Contact:

Investor Relations Contact

Hilel Kremer

Ehud Helft/Kenny Green

CFO

Gelbart Kahana International

Magic Software Enterprises Ltd.

1-866-704-6710

(972) 3.538.2994

Ehud@gk-biz.com

Hilelk@magicsoftware.com

Kenny@gk-biz.com




Magic Software Announces Second Quarter Results

With Year-Over-Year 22% growth in Net Profit

and 21% Increase in License Revenue


OR YEHUDA, ISRAEL (August 5, 2004) -- Magic Software Enterprises Ltd. (Nasdaq: MGIC), a leading provider of state-of-the-art business integration and development technology, reported today its results for the quarter ended June 30, 2004, showing year-over-year growth of 22% in net profit and a 21% increase in licenses revenue.


Second Quarter Results

Second quarter revenues were $16.67 million, a 9% increase over $15.30 million achieved in the comparable quarter of 2003. License sales for the quarter reached $5.48 million, an increase of 21% over $4.53 million recorded in the same quarter of 2003. Application sales were $1.78 million, an increase of 7% over $1.66 million achieved in the comparable quarter of 2003, while revenues from maintenance and support, at $3.07 million, increased 15% over $2.67 million in the same period of 2003. Revenues from consulting and other services, at $6.34 million, decreased 2% from $6.45 million in the comparable quarter.


Gross profit in the second quarter of 2004 was $10.2 Million, an increase of 8% over $9.4 million recorded in the comparable quarter of 2003. Net profit for the second quarter was $914,000  (or $0.03 per share), an increase of 22% over net profit of $752,000 (or $0.03 per share) in the second quarter of 2003.


In the second quarter of 2004, Europe accounted for 42% of total revenue, while North America, Japan and rest of the world accounted for 32%, 17% and 9%, respectively.  


Menachem Hasfari, CEO of Magic Software commented: “We are pleased with the Company’s achievements this quarter, and especially with the growth of our sales in software licenses, which is mainly attributable to our integration platform, iBOLT.”


“Of particular encouragement is the growth in iBOLT partnership recruitment”, noted Hasfari. "27 new iBOLT partners have been recruited during the quarter in Europe, North and Latin America and Japan. This is in line with our strategy in building a strong community of iBOLT partners to ensure growth. Together with the upcoming launch of the ground-breaking Version 2 of iBOLT in October 2004, Magic is well placed to effectively meet the challenges of the business integration market.”



Accomplishments

The following highlights were announced or occurred since Magic Software Enterprises’ last earnings statement:


A number of existing major customers, including the Supreme Court of California and the court system of San Francisco, have agreed to extend there contract for technical support and professional services in addition to increasing their existing software licenses for the iBOLT Integration Suite and eDeveloper.


A six-month extension to an agreement with a world leader in package delivery and supply chain services for approximately $500,000 in additional development services.


Magic’s Solution Partner, Access Data Corporation (ADC) of Angel Fire, New Mexico, has successfully deployed and integrated the Magic-based Sleuth© system, which is a comprehensive public safety records management solution, for the State of Colorado, Department of Corrections.


UK-based Denholm Logistics Ltd. will upgrade and enhance their freight and haulage systems using eDeveloper 9.4, Magic Software's flagship application development environment.


Magic Software’s iBOLT Integration Suite was named in the SD Times 100 For "Innovative Leadership In The Software Development Industry."



Conference Call

Magic Software will host a conference call today, August  5th, 2004, at 10:00 a.m. EDT, 14:00 GMT and 17:00 in Israel, to discuss the Company’s Second quarter financial results. To participate, interested parties should call the appropriate number listed below at least five to ten minutes prior to the start of the call:


North America

1-866-276-1002 or 1-866-500-4964

Israel

03-925-5910

International

+972–3-925-5910


Callers should reference “Magic Software Q2 Earnings Conference Call” with the Operator.


Additionally, a live Webcast of the conference call can be accessed from the Magic Website http://www.magicsoftware.com/investors.


A replay of the conference call will be available at http://www.magicsoftware.com/investors.


About Magic Software Enterprises

Magic Software Enterprises, a member of the Formula Group (Nasdaq: FORTY), develops, markets and supports software development, deployment and integration technology that enables enterprises to accelerate the process of building and deploying applications that can be rapidly customized and integrated with existing systems.  Magic technology, applications and professional services are available through a global network of subsidiaries, distributors and Magic solutions partners in approximately 50 countries.  The Company's North American subsidiary is located at 17310 Redhill Avenue #270, Irvine, CA 92614-5637, telephone (800) 345-6244, (949) 250-1718, fax (949) 250-7404, http://www.magicsoftware.com/.  


The Formula Group is an international information technology company principally engaged, through its subsidiaries and affiliates, in providing software consulting services, developing proprietary software products and producing computer-based solutions.


Except for the historical information contained herein, the matters discussed in this news release include forward-looking statements that may involve a number of risks and uncertainties.  Actual results may vary significantly based upon a number of factors including, but not limited to, risks in product and technology development, market acceptance of new products and continuing product conditions, both here and abroad, release and sales of new products by strategic resellers and customers, and other risk factors detailed in the Company’s most recent annual report and other filings with the Securities and Exchange Commission.



Consolidated Balance Sheets

(US Dollars in Thousands)

 
 


June 30, 2004

(Unaudited)


December 31, 2003

Assets

  

Current assets

  

Cash and cash equivalents

$9,220

$13,581

Short term marketable securities

4,226

----

Accounts receivable

  

  Trade receivables

21,697

19,725

  Other receivables and prepaid expenses      

3,500

3,269

   Inventory

397

188

Total current  assets

39,040

36,763

   

Severance pay fund

1,947

1,781

Long term deposits

226

279

Investments in affiliated companies

190

100

Fixed assets, net

7,445

7,855

Goodwill

21,472

20,776

Other assets, net

10,186

10,246

Total assets

$80,506

$77,800

   

Liabilities

  

Current liabilities

  

Short-term bank debt

$1,871

$2,368

Trade payables

2,745

3,249

Accrued expenses and other liabilities

16,364

14,348

Total current liabilities

20,980

19,965

   

Long-term loans

78

288

Accrued severance pay

2,323

2,166

Minority interests

790

1,457

   

Shareholders' equity

  

Share capital

826

805

Capital surplus

105,443

104,685

Treasury stock

(5,773)

(5,773)

Accumulated deficit

(44,161)

(45,793)

Total shareholders' equity

56,335

53,924

Total liabilities and shareholders’ equity

$80,506

$77,800





Unaudited Consolidated Statement of Operations

(US Dollars in Thousands)

 

Three Months ended

June 30,

Six Months ended

June 30,

 

2004

2003

2004

2003

Revenues

    

  Software sales

$5,481

$4,525

$10,942

$8,602

  Applications

1,778

1,661

3,442

3,324

  Maintenance

3,070

2,666

5,865

5,245

  Consultancy & other services

6,338

6,449

12,872

13,256

Total Revenues

$16,667

$15,301

$33,121

$30,427

     

Cost of Revenues

    

  Software sales

$1,099

$1,128

$2,347

$1,944

  Applications

416

220

1,035

464

  Maintenance

892

664

1,696

1,255

  Consultancy & other services

4,074

3,867

7,843

8,450

Total Cost of Revenues

$6,481

$5,879

12,921

12,113

     

Gross Profit

$10,186

$9,422

$20,200

$18,314

     

Research & development, net

869

1,142

2,074

2,147

Sales, marketing, and general
    & administrative expenses

7,927

7,125

15,404

14,346

Depreciation

495

397

934

809

Operating Income

$895

$758

$1,788

$1,012

     

Financial expenses (income), net

41

(185)

156

(230)

Income before taxes

854

943

1,632

1,242

Taxes on income

-

(95)

-

14

Income before minority interests

854

848

1,632

1,228

Minority interests in

  income of subsidiaries

30

96

90

204

Equity gains

90

 

90

 

Net income

$914

$752

$1,632

$1,024

     

Basic Earnings per Share

$0.03

$0.03

$0.05

$0.03

Diluted Earnings per Share

$0.03

$0.03

$0.05

$0.03

Weighted Avg. Shares Outstanding (000)

31,162

29,474

31,109

29,492

Diluted Weighted Avg. Shares Outstanding (000)

32,335

30,021

32,335

29,768



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.



MAGIC SOFTWARE ENTERPRISES LTD.

(Registrant)




By /s/ Menachem Hasfari


Menachem Hasfari

Chief Executive Officer




Date: August 5, 2004