FORM 6-K

REPORT OF FOREIGN ISSUER

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

For the month of May 2005

Matav Cable Systems Media Ltd.
(Translation of registrant’s name into English)

42 Pinkas Street
North Industrial Park
P.O. Box 13600
Netanya 42134
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 o

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 o No x

FOR IMMEDIATE RELEASE

Matav Reports Financial Results for the First Quarter of 2005

NETANYA, Israel, May 25, 2005 – Matav – Cable Systems Media Ltd. (Nasdaq: MATV), a leading Israeli provider of digital cable television services, today reported first-quarter 2005 financial results. Revenues for the first-quarter reached NIS 137.5 million (US$31.5 million) compared with NIS 147.6 million (US$33.9 million) for the first quarter of 2004 and NIS 140.4 million (US$32.2 million) for the fourth quarter of 2004. The decrease in revenues is a result of increased competition in the Israeli multi-channel television market as evident in Matav’s certain subscriber loss in the period. However, Matav reported an increase in Internet subscribers reaching over 95,000 subscribers to date.

Matav’s financial results are not consolidated with Hot Telecom (Matav’s telephony & corporate data joint partnership with the two other Israeli cable companies). Hot Telecom’s revenues in the first quarter reached NIS 6.5 million (US$1.5 million), as compared to NIS 9 million (US$2 million) for the entire year 2004. Matav’s part in Hot Telecom’s revenues for the first quarter was NIS 1.7 (US$0.4 million). As of now, over 13,000 subscribers joined this brand new telephony service.

First-quarter operating expenses decreased to NIS 118.1 million (US$27.1 million) from NIS 120.3 million (US$27.6 million) in first-quarter 2004. The decrease in operating expenses is mainly due to lower depreciation costs and content expenses. This decrease was partially off-set by an increase in other operating expenses related to the broadening of the Company’s activities.

First-quarter gross profit totaled NIS 19.3 million (US$4.4 million) compared with NIS 27.4 million (US$6.3 million) in first-quarter 2004 and NIS 21.3 million (US$4.9 million) for the fourth-quarter of 2004.

First-quarter selling and marketing expenses totaled NIS 14.6 million (US$3.4 million), compared with NIS 14.9 million (US$3.4 million) for first-quarter 2004. The high level of selling and marketing expenses is related to the continued competition in the multi-channel television market.

First-quarter G&A expenses decreased by 5.4% to NIS 9.6 million (US$2.2 million) from NIS 10.1 million (US$2.3 million) in first-quarter 2004.

First-quarter EBITDA reached NIS 27.9 million (US$6.4 million) compared with NIS 36.3 million (US$8.3 million) in first-quarter 2004.

As of March 31, 2005, Matav had 254,157 subscribers, compared with 257,344 at December 31, 2004. During first-quarter 2005, the company’s ARPU reached NIS 201.6 (monthly, including 17% value-added tax) compared to NIS 207.4 in the first quarter of 2004 and NIS 202.7 in the fourth quarter of 2004. The decrease in the Company’s ARPU is mainly due to the market share strategy undertaken by the company since June 2004 until March 2005.

First-quarter financing expenses declined to NIS 11.8 million (US$2.7 million) from NIS 12.3 million (US$2.8 million) in the comparable quarter of 2004. The decrease is attributed to two factors: a reduction in the Company’s net debt and a decrease in interest rates.

Matav’s share in affiliated companies’ profits for the first quarter of 2005 totaled NIS 3.3 million (US$0.8 million). This includes a profit of NIS 5 million (US$1.2 million) related to Partner Communications and a loss of NIS 1.7 million (US$0.4 million) related to Hot Telecom. Matav’s share in affiliated companies’ profits for the first quarter of 2004 totaled NIS3.6 million (US$0.8 million). In April 2005, Matav exercised its option to participate in the share buyback of Partner Communications Company Ltd. Matav sold to Partner 7,783,444 ordinary shares of Partner for a total consideration of approximately NIS 250 million (US$57.3 million). Matav expects to recognize on this sale a capital gain (net of tax impact) of approximately NIS 115 million (US$26.4 million) in the second quarter of 2005. Matav still holds approximately 1.9 million ordinary shares of Partner, almost all of which are subject to transfer restrictions under Partner’s communications license.

Matav reported first-quarter net loss of NIS 13.3 million (US$3 million), or NIS 0.44 (US$0.1) per ordinary share, compared with a net loss of NIS 7.0 million (US$1.6 million), or NIS 0.23 (US$0.05) per ordinary share, for the year-ago quarter.

Matav’s Chairman of the Board, Meir Srebernik, commented “The first quarter of 2005 was characterized by continued intense competition in the Israeli multi-channel television market. During this quarter, as part of our triple-play strategy, we began to market our integrated offering that combines: telecommunications, Internet, and television services, under one platform. In this way, we offer a one-stop shop for all these communication services. We believe that this is the beginning of a new era in the Israeli communication market”.

“In addition, during the quarter we allocated substantial company resources in launching three new television services: VoD (video on demand), high-definition broadcasting, and PVR (personal video recorder). I am happy to note that we are receiving very enthusiastic responses to these new services. In particular, we have received a record-high demand for our VoD service. Looking forward to 2005, I believe that our triple-play strategy will stimulate continued growth of our revenues, increase customer satisfaction and loyalty, and therefore our subscriber loss rate will continue to diminish “.

Management will conduct a teleconference today at 10:00 a.m. U.S. Eastern Time. To participate, please dial +1-866-860-9642 in the United States and +972-3-9180610 internationally, several minutes prior to the start of the conference.

Matav is one of Israel’s three cable television providers, serving roughly 25 percent of the population. Matav’s current investments include 1.2 percent of Partner Communications Ltd., a GSM mobile phone company and 10 percent of Barak I.T.C. (1995) Ltd., one of the three international telephony providers in Israel.

(This press release contains forward-looking statements with respect to the Company’s business, financial condition and results of operations. These forward-looking statements are based on the current expectations of the management of Matav Cable only, and are subject to risk and uncertainties, including but not limited to changes in technology and market requirements, decline in demand for the Company’s products, inability to timely develop and introduce new technologies, products and applications, loss of market share and pressure on pricing resulting from competition, which could cause the actual results or performance of the Company to differ materially from those contemplated in such forward-looking statements. The Company undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. For a more detailed description of the risk and uncertainties affecting the Company, reference is made to the Company’s reports filed from time to time with the Securities and Exchange Commission.)

Contacts:

Ori Gur-Arieh, Counsel
Matav Cable Systems
Telephone: +972-9-860-2261

Ayelet Shaked Shiloni
Integrated IR
Telephone US: +1-866-447-8633 / Israel: +972-3-635-6790
E-Mail: ayelet@integratedir.com

MATAV – CABLE SYSTEMS MEDIA LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

	December 31,		March 31,				Convenience translation March 31
	2004		2004		2005		2005
	AUDITED		UNAUDITED		UNAUDITED		UNAUDITED
	Reported (1)
	(NIS In thousands)						U.S. dollars


ASSETS:

CURRENT ASSETS:
Cash and cash equivalents		24,250		27,242		1,157		265
Short-term deposit		50		-		50		11
Trade receivables		75,458		83,008		78,807		18,071
Other accounts receivables		20,010		21,361		21,767		4,991


Total current assets		119,768		131,611		101,781		23,338


INVESTMENTS AND LONG-TERM RECEIVABLES:
Investments in affiliates		101,736		72,100		117,992		27,056
Investment in limited partnerships		1,656		1,597		1,629		374
Rights to broadcast movies and programs		26,509		45,910		34,887		8,000
Other receivables		601		885		597		137
Investments in other company		-		16,241		-		-


		130,502		136,733		155,105		35,567


PROPERTY, PLANT AND EQUIPMENT:
Cost		2,119,060		2,050,836		2,153,126		493,723
Less - accumulated depreciation		1,293,549		1,188,156		1,328,036		304,526


		825,511		862,680		825,090		189,197



INTANGIBLE ASSETS AND DEFERRED CHARGES, NET		3,101		3,710		2,933		673


		1,078,882		1,134,734		1,084,909		248,775

(1) Nominal financial reporting beginning January 1, 2004.

MATAV – CABLE SYSTEMS MEDIA LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

	December 31,			March 31,						Convenience translation March 31
	2004			2004			2005			2005
	AUDITED			UNAUDITED			UNAUDITED			UNAUDITED
	Reported (1)
	(NIS In thousands)									U.S. dollars


LIABILITIES AND SHAREHOLDERS' EQUITY:

CURRENT LIABILITIES:
Bank credit		465,339			413,374			469,564			107,673
Current maturities of debentures		34,005			33,634			33,904			7,774
Accounts payable and accruals:
Trade		104,282			108,735			112,516			25,801
Jointly controlled entity - current account		18,112			18,374			18,265			4,188
Other		201,943			167,240			210,009			48,156


Total current liabilities		823,681			741,357			844,258			193,592


LONG-TERM LIABILITIES:
Loans and debentures (net of current maturities):
Loans from bank and others		101,457			126,056			100,940			23,146
Debentures		33,201			66,101			33,220			7,618
Customers' deposits for converters, net of
accumulated amortization		20,279			24,974			19,251			4,414
Accrued severance pay, net		2,483			2,503			2,716			623


Total long-term liabilities		157,420			219,634			156,127			35,801



SHAREHOLDERS' EQUITY:
Share capital		48,899			48,893			48,899			11,213
Additional paid-in capital		375,538			375,527			375,538			86,113
Accumulated deficit		(326,656	)		(250,677	)		(339,913	)		(77,944	)


Total shareholders' equity		97,781			173,743			84,524			19,382


		1,078,882			1,134,734			1,084,909			248,775

(1) Nominal financial reporting beginning January 1, 2004.

MATAV – CABLE SYSTEMS MEDIA LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share and per ADS data)

	Year ended December 31			Three months ended March 31,						Convenience translation Three months ended March 31
	AUDITED			UNAUDITED			UNAUDITED			UNAUDITED
	2004			2004			2005			2005
	Reported (1)
	(NIS In thousands)									U.S. dollars


Revenues		584,564			147,637			137,464			31,521

Operating expenses		472,488			120,265			118,120			27,086


Gross profit		112,076			27,372			19,344			4,435

Selling, marketing, general and
administrative expenses:
Selling and marketing		63,676			14,886			14,618			3,352
General and administrative		45,391			10,115			9,566			2,194


		109,067			25,001			24,184			5,546


Operating income (loss)		3,009			2,371			(4,840	)		(1,111	)
Financial expenses, net		(50,333	)		(12,257	)		(11,796	)		(2,705	)
Other income )expenses), net		(42,680	)		(758	)		143			33


Loss before taxes on income		(90,004	)		(10,644	)		(16,493	)		(3,783	)
Taxes on income		7,281			-			46			11


Loss from operations of the Company and
its subsidiaries		(97,285	)		(10,644	)		(16,539	)		(3,794	)
Equity in earnings of affiliates, net		14,301			3,639			3,282			753


Net loss		(82,984	)		(7,005	)		(13,257	)		(3,041	)


Loss per ordinary share		(2.83	)		(0.23	)		(0.44	)		(0.10	)


Loss per ADS		(5.66	)		(0.46	)		(0.88	)		(0.20	)


Weighted average number of shares
outstanding in thousands		29,360			30,215			30,221			30,221

Weighted average number of ADSs
outstanding in thousands		14,680			15,108			15,110			15,110


Operating income (loss)		3,009			2,371			(4,840	)		(1,111	)
Net of the effect of proportional consolidation		(2,280	)		(2,044	)		(1,029	)		(236	)
Depreciation and amortization (including income
from amortization of deposits for converters)		138,915			35,956			33,796			7,750

Memo EBITDA(*) - not including
proportional consolidation		139,644			36,283			27,927			6,403

(1) Nominal financial reporting beginning January 1, 2004.

(*) EBITDA is presented because it is a measure commonly used in the telecommunications industry and is presented solely in order to improve the understanding of the Company’s operating results and to provide further a perspective regarding these results. EBITDA, however, should not be considered as an alternative to operating income or income for the period or as an indicator of the operating performance of the Company. Similarly, EBITDA should not be considered as an alternative to cash flow from operating activities or as a measure of liquidity. EBITDA is not a measure of financial performance under generally accepted accounting principles and may not be comparable to other similarly titled measures for other companies.

EBITDA may not be indicative of the historic operating results of the Company nor is it meant to be predictive of potential future results.

Reconciliation between the operating profit in the financial statements and EBIDTA is presented in the attached summary financial statements.

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.

25 May 2005

Matav- Cable Systems Media Ltd.
(Registrant)

BY: /S/ Amit Levin
——————————————
Amit Levin
Chief Executive Officer

Print the name and title of the signing officer under his signature