UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~DC 20549

~~Form~~FORM 6-K

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

~~For the~~PURSUANT ~~month~~TO ~~of:~~RULE ~~August~~13a-16 ~~2008~~OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of: June, 2009

Commission File Number: 333-144993

~~Cell~~CELL ~~Kinetics~~KINETICS ~~Ltd~~LTD.

(~~Name~~Exact name of Registrant as specified in its charter)

~~2 Yodfat Street~~Israel

~~Lod~~(Jurisdiction ~~71291,~~of ~~Israel~~incorporation or organization)

2 Yodfat Street, Lod, 71291, 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 ý 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 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 ý

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-______.

~~Attached~~Cell ~~hereto~~Kinetics ~~and~~Ltd. ~~incorporated~~Announces ~~herein~~Resignation ~~are the following items to be mailed to the shareholders~~ of ~~Cell~~President ~~Kinetics~~and ~~Ltd.~~Chief ~~(the “Registrant”):~~Executive Officer

Exhibit No.	Description
99.1	The Notice of Annual and Extraordinary General Meeting of Shareholders and Proxy Statement in connection with the 2008 Annual and Extraordinary General Meeting of Shareholders of the Registrant, to be held on October 7, 2008 (the “Meeting”)
99.2	Proxy Card in connection with the Meeting

Cell Kinetics Ltd. (the “Company”) hereby announces that Dr. Asaf Ben-Arye, its President and Chief Executive Officer, delivered a letter to the Board of Directors of the Company on June 7, 2009 stating that he is resigning from all of his positions with the Company. The resignation will become effective four (4) months from the resignation date.

The Board of Directors of the Company is evaluating its options regarding the Company’s next steps.

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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.

Dated: June 7, 2009
	Cell Kinetics Ltd.
Dated: August 27, 2008	By:	/s/ Israel Fisher
	By:	/s/ Asaf Ben Arye
		Name: Israel Fisher
		Name: Asaf Ben Arye
		Title: Chief Financial Officer
		Title: President and Chief Executive Officer

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