SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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 ~~November~~ ~~2005~~January 2006

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

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.

2216 ~~November~~January ~~2005~~2006 Matav – Cable Systems Media Ltd.(Registrant) BY: /S/ Meir Srebernik—————————————— Meir SrebernikChief Executive Officer

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

FOR IMMEDIATE RELEASE

~~Matav~~ Matav Reports ~~Financial~~Termination ~~Results~~of ~~for~~Contacts ~~the~~Between ~~Third~~Representatives ~~Quarter~~of Owners of ~~2005~~Cable Companies and Partner Communications’ Controlling Shareholder Regarding Acquisition of Control of Partner

NETANYA, Israel, ~~November~~January 2116, ~~2005~~2006 – Matav-Cable Systems Media Ltd. (Nasdaq: MATV), a leading Israeli provider of digital cable television services, today reported ~~third-quarter~~further to a press release issued on October 30, 2005, ~~financial~~that ~~results~~the contacts that have been made between representatives of the owners of cable companies and representatives of the controlling shareholder of Partner Communications Company Ltd. (“Partner”) to explore the possibility of the acquisition of the control of Partner, have been terminated without any transaction being agreed upon.

Revenues for the third-quarter reached NIS 134.4 million (US$29.2 million) compared with NIS 145.6 million (US$31.7 million) for the third quarter of 2004 and NIS 135.8 million (US$29.5 million) for the second quarter of 2005. During third-quarter 2005, the company’s ARPU reached NIS 171 (monthly, not including 17% value-added tax) compared to NIS 178.9 in the third quarter of 2004 and NIS 172.6 in the second quarter of 2005. For the past few quarters the Company has succeeded in achieving lower churn and as of September 30, 2005, Matav had 250,700 subscribers, compared with 252,200 as of June 30, 2005 and 254,200 on March 31, 2005. Matav reported an increase in Internet subscribers reaching approximately 106,000 subscribers to date.

Revenues for the nine-month period reached NIS 407.6 million (US$88.6 million) compared with NIS 444.1 million (US$96.6 million) in the comparable period in 2004.

Third-quarter operating expenses increased to NIS 120.9 million (US$26.3 million) from NIS 112.5 million (US$24.5 million) in third-quarter 2004 and NIS 118.1 million (US$25.7 million) in the second quarter of 2005. The increase in operating expenses is due mainly to expenses related to the launch of new services such as VOD and the expansion of customer service operations. Operating expenses for the nine-month period totaled NIS 357.1 million (US$77.7 million) compared with 353.4 million (US$76.9 million) for the comparable period in 2004.

Third-quarter gross profit totaled NIS 13.5 million (US$2.9 million) compared with NIS 33.1 million (US$7.2 million) for third-quarter 2004 and NIS 17.7 million (US$3.8 million) for the second-quarter of 2005. Gross profit for the nine-month period totaled NIS 50.5 million (US$11 million) compared with 90.8 million (US$19.7 million) for the comparable period in 2004.

Third-quarter selling and marketing expenses totaled NIS 12.8 million (US$2.8 million), compared with NIS 18.7 million (US$4.1 million) for third-quarter 2004 and compared to NIS 13.3 million (US$2.9 million) for the second quarter of 2005 .The decrease compared to the year-ago-quarter is due to high S&M expenses associated with the launch of the HOT brand in the third quarter of 2004. Selling and marketing expenses for the nine-month period decreased to NIS 40.7 million (US$8.9 million) compared with 50.1 million (US$10.9 million) for the comparable period in 2004.

Third-quarter G&A expenses reached NIS 10.7 million (US$2.3 million) compared with NIS 13.6 million (US$3 million) in third-quarter 2004 and NIS 10.5 million (US$ 2.3 million) for the second quarter of 2005. G&A expenses for the nine-month period totaled NIS 30.7 million (US$6.7 million), compared to NIS 34.1 million (US$7.4 million) for the comparable period in 2004.

Third-quarter operating loss totaled NIS 10 million (US$2.2 million), compared with an operating profit of NIS 0.85 million (US$0.2 million) for third-quarter 2004, and an operating loss of NIS 6 million (US$1.3 million) for the second quarter of 2005. Operating loss for the nine-month period totaled NIS 20.9 million (US$4.5 million), compared with an operating profit of 6.6 million (US$1.4 million) for the comparable period in 2004.

Third-quarter EBITDA reached NIS 23.9 million (US$5.2 million) compared with NIS 34.6 million (US$7.5 million) in third-quarter 2004 and NIS 25.8 million (US$5.6 million) in second quarter 2005. EBITDA for the nine-month period totaled NIS 77.6 million (US$16.9 million), compared with NIS 108.7 million (US$23.6 million) in the comparable period in 2004.

Third-quarter financing expenses declined to NIS 11.1 million (US$2.4 million) from NIS 12 million (US$2.6 million) in the comparable quarter of 2004 and NIS 15.2 million (US$3.3 million) in the second quarter of 2005. The decrease compared to the previous quarter is attributed mainly to differences in exchange rates and CPI changes.

Matav reported third-quarter net loss of NIS 22.1 million (US$4.8 million), or NIS 0.73 (US$0.16) per ordinary share, compared with a net loss of NIS 41.2 million (US$9 million), or NIS 1.40 (US$0.3) per ordinary share, for the third quarter of 2004. The year-ago quarter loss includes a one-time provision of approximately NIS 29 million (US$6.3 million). Net Income for the nine-month period reached NIS 110.2 million (US$24 million), or NIS 3.64 (US$0.79) per ordinary share, compared with a net loss of NIS 76.4 million (US$16.6 million), or NIS 2.60 (US$0.57), for the same period in 2004. The net income for the nine-month period in 2005 includes a gain of approximately NIS 170 million (US$37 million) from sales of Partner shares.

Net cash used in operating activities in the third quarter totaled NIS 75.3 million (US$ 16.4 million) compared to net cash of NIS 41.5 million (US$9 million) provided by the Company in the comparable quarter in 2004. In the third quarter of 2005, Matav paid the tax authorities, NIS 106 million, as part of a settlement agreement reached concerning gains from sales of Partner shares. Net cash for the nine-month period used in operating activities totaled NIS 43.1 million (US$9.4 million) compared to NIS 98.5 million (US$21.4 million) provided by the company in the comparable period in 2004.

Matav’s financial results are not consolidated with Hot Telecom (Matav’s telephony & corporate data joint partnership with the two other Israeli cable companies, 26.6% held by Matav). Hot Telecom’s revenues in the third quarter reached NIS 22 million (US$4.8 million), as compared to NIS 11 million (US$2.4 million) for the second quarter of 2005.

Matav’s Chairman of the Board, Meir Srebernik, commented: “For the past few quarters we have succeeded in achieving lower churn and stabilized ARPU in our multi-channel television market. In addition, our new VOD service that was launched this year has turned out to be a success and we are witnessing increased demand for this new service. Still, our competitors’ market-share strategy in the broadband Internet market has led to a continued decline in prices in this market and we have initiated retention plans and ‘Triple-Play’ offerings in order to retain and sign-in new subscribers. These steps have led to an increase of approximately 4,500 Internet subscribers in the last quarter. I am glad to note that in our telephony services we are succeeding in signing-in new subscribers as planned”.

“The Company, together with the other cable companies (Tevel Group and Golden Channels Group), is currently examining the possibility of performing a full legal merger between the Groups, based on the merger agreements which were initialed by the parties in the year 2003, while performing some changes resulting from the passage of time and the change of circumstances. According to the structure of the merger considered today, the Company, is intended to serve as the surviving company in the merger. The process of completing the full legal merger is still in the discussion stage, and there is no assurance that it shall be consummated”.

Management will conduct a teleconference tomorrow, November 22, 2005 at 10:00 a.m. U.S. Eastern Time. To participate, please dial 1-866-744-5399 in the United States and 011-972-3-9180609 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: ~~Tal~~Ori ~~Peres~~Gur-Arieh, ~~CFO~~General Counsel Matav Cable Systems Telephone: +972-9-860-~~2221~~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)

							Conveniencetranslation
	December 31,		September 30,				September 30,
	2004		2004		2005		2005
	AUDITED		UNAUDITED				UNAUDITED
	Reported NIS In thousands (1)						U.S. dollars
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		24,250		10,277		85,915		18,685
Short-term deposit		50		-		-		-
Trade receivables		75,458		81,765		81,354		17,693
Other accounts receivables		20,010		14,974		19,444		4,229
Total current assets		119,768		107,016		186,713		40,607
INVESTMENTS AND LONG-TERM RECEIVABLES:
Investments in affiliates		101,736		89,029		37,398		8,133
Investments in other company		-		-		19,278		4,193
Investment in limited partnerships		1,656		1,626		1,117		243
Rights to broadcast movies and programs		26,509		29,994		26,709		5,809
Other receivables		601		602		315		69
		130,502		121,251		84,817		18,447
PROPERTY, PLANT AND EQUIPMENT:
Cost		2,119,060		2,085,502		2,226,317		484,192
Less - accumulated depreciation		1,293,549		1,254,051		1,398,947		304,251
		825,511		831,451		827,370		179,941
INTANGIBLE ASSETS AND DEFERRED CHARGES, NET		3,101		3,272		2,627		571
		1,078,882		1,062,990		1,101,527		239,566

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

MATAV – CABLE SYSTEMS MEDIA LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)

										Conveniencetranslation
	December 31,			September 30,						September 30,
	2004			2004			2005			2005
	AUDITED			UNAUDITED						UNAUDITED
	Reported NIS In thousands (1)									U.S. dollars
LIABILITIES AND SHAREHOLDERS' EQUITY:
CURRENT LIABILITIES:
Bank credit		465,339			430,909			553,256			120,326
Current maturities of debentures		34,005			34,107			34,206			7,439
Accounts payable and accruals:
Trade		104,282			97,722			105,015			22,839
Jointly controlled entity - current
accounts		18,112			15,274			10,852			2,360
Other accounts payable		201,943			208,632			108,277			23,549
Total current liabilities		823,681			786,644			811,606			176,513
LONG-TERM LIABILITIES:
Loans and debentures (net of current
maturities):
Loans from banks and others		101,457			114,863			57,368			12,477
Debentures		33,201			33,182			-			-
Customers' deposits for converters, net of
accumulated amortization		20,279			21,725			17,127			3,725
Accrued severance pay, net		2,483			2,208			3,234			703
Deferred taxes		-			-			4,252			925
Total long-term liabilities		157,420			171,978			81,981			17,830
Total liabilities		981,101			958,622			893,587			194,342
SHAREHOLDERS' EQUITY:
Share capital		48,899			48,899			48,901			10,635
Additional paid-in capital		375,538			375,538			375,538			81,674
Accumulated deficit		(326,656	)		(320,069	)		(216,499	)		(47,085	)
Total shareholders' equity		97,781			104,368			207,940			45,224
		1,078,882			1,062,990			1,101,527			239,566

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

MATAV – CABLE SYSTEMS MEDIA LTD.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (In thousands, except per share and per ADS data)

	Three months endedSeptember 30,						Nine months endedSeptember 30,						ConveniencetranslationNine monthsendedSeptember 30,
	2004			2005			2004			2005			2005
	Reported NIS In thousands (1)												U.S. dollars
	UNAUDITED			UNAUDITED			UNAUDITED			UNAUDITED			UNAUDITED
Revenues		145,612			134,373			444,140			407,643			88,657
Operating expenses		112,479			120,911			353,383			357,123			77,669
Gross profit		33,133			13,462			90,757			50,520			10,988
Selling, marketing, general and
administrative expenses:
Selling and marketing		18,673			12,816			50,055			40,696			8,851
General and administrative		13,606			10,667			34,136			30,726			6,682
		32,279			23,483			84,191			71,422			15,533
Operating income (loss)		854			(10,021	)		6,566			(20,902	)		(4,545	)
Financial expenses, net		(11,973	)		(11,144	)		(40,464	)		(38,156	)		(8,298	)
Other income (expenses), net		(27,868	)		73			(46,594	)		163,577			35,576
Income (loss) before taxes on income		(38,987	)		(21,092	)		(80,492	)		104,519			22,733
Taxes on income		6,888			(1,506	)		6,888			(7,359	)		(1,600	)
Income (loss) after taxes on income		(45,875	)		(19,586	)		(87,380	)		111,878			24,333
Equity in earnings (losses) of affiliates,
net		4,724			(2,473	)		10,983			(1,721	)		(374	)
Net income (loss)		(41,151	)		(22,059	)		(76,397	)		110,157			23,959
Net income (loss) per ordinary share		(1.40	)		(0.73	)		(2.60	)		3.64			0.79
Net income (loss) per ADS		(2.80	)		(1.46	)		(5.20	)		7.28			1.58
Weighted average number of shares
outstanding in thousands		29,364			30,223			29,359			30,222			30,222
Weighted average number of ADSs
outstanding in thousands		14,682			15,111			14,679			15,111			15,111
EBITDA calculation:
Operating income (loss)		854			(10,021	)		6,566			(20,902	)		(4,545	)
Net of the effect of proportional
consolidation		(640	)		(577	)		(2,937	)		(3,331	)		(724	)
Depreciation and amortization (including
income from amortization of deposits for
converters)		34,413			34,503			105,115			101,872			22,156
Memo EBITDA(*) - not including
proportional consolidation		34,627			23,905			108,744			77,639			16,887

(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 year as an indicator of the operating performance of the Company. Similarly, EBITDA should not be considered as an alternative to cash flows from operating activities 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 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.

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