---

---

# UNITED STATESSECURITIES AND
EXCHANGE COMMISSIONWashington, D.C. 20549

# FORM 20-F/A

(Amendment No. 1)

|  |                                                                                               
|- | ----------------------------------------------------------------------------------------------
|o | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

|  |                                                                                                                             
|- | ----------------------------------------------------------------------------------------------------------------------------
|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF 
THE SECURITIES EXCHANGE ACT OF 1934the fiscal year ended December 31, 2007

OR

|  |                                                                                          
|- | -----------------------------------------------------------------------------------------
|o | TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF 
THE SECURITIES EXCHANGE ACT OF 1934
|  |                                                                                          

OR

|  |                                                                                             
|- | --------------------------------------------------------------------------------------------
|o | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF 
THE SECURITIES EXCHANGE ACT OF 1934
|  |                                                                                             

# Commission File Number
001-14552

---



Top Image Systems Ltd. (Exact
name of Registrant as specified in its charter)

Israel(Jurisdiction of incorporation or organization)

---

2 Habarzel Street, Ramat Hahayal, Tel Aviv 69710, Israel(Address of principal executive offices)

---

Securities
registered or to be registered pursuant to Section 12(b) of the Act:

|                         |                         
|------------------------ | ------------------------
|                         | Name of each exchange on
|Title of each class      | which registered        
|                         |                         
|Ordinary Shares, nominal | NASDAQ Capital Market   
|value NIS 0.04 per share |                         
|                         |                         

Securities registered or to be registered pursuant to Section 12(g) of the Act:None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:None



---

---

Indicate the number of outstanding
shares of each of the issuers classes of capital or common stock as of the close of
the period covered by the annual report:

8,909,138 Ordinary
Shares

Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o No x

If this report is an annual or
transition report, indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes o No x

Note  Checking the box above
will not relieve any registrant required to file reports pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.
See definition of accelerated filer and large accelerated filer in Rule 12b-2
of the Exchange Act. (Check one):

|                          |                     |                        
|------------------------- | ------------------- | -----------------------
|Large accelerated filer o | Accelerated filer o | Non-accelerated filer x

Indicate by check mark which
financial statement item the registrant has elected to follow.

Item 17 o Item 18 x

If this is an annual report, indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).

Yes o No x



---

---

# 20-F/A Explanatory Note

This
Form 20-F/A for Top Image Systems Ltd. is being filed to (i) correct the date in the
certification of Ido Schechter that was filed as Exhibit 12.1 to the 2007 Annual Report on
Form 20-F filed on April 8, 2008 (the 2007 Form 20-F), which was inadvertently
stated as April 8, 2007 instead of April 8, 2008, and (ii) remove the titles of the
certifying individuals that were inadvertently included at the beginning of the
certifications filed as Exhibits 12.1 and 12.2 to the 2007 Form 20-F and make
corresponding changes to the titles of Exhibits 12.1 and 12.2 in Item 19 of the 2007 Form
20-F.

Other
than as set forth above, this Form 20-F/A does not, and does not purport to, amend, update
or restate the information in the exhibits or any other item of the 2007 Form 20-F or
reflect any events that have occurred after the 2007 Form 20-F was filed.

|ITEM 19. |  | EXHIBITS
|-------- |  | --------

|Number | Description
|------ | -----------

|12.1 |  | Certification
of Ido Schechter pursuant to 15 U.S.C. Section 7241, as adopted pursuant to
                     Section 302 of the Sarbanes-Oxley Act of 2002.
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------

|12.2 |  | Certification
of Arie Rand pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section
                     302 of the Sarbanes-Oxley Act of 2002.
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------



---

---

# SIGNATURES

The
registrant hereby certifies that it meets all of the requirements for filing on Form 20-F
and that it has duly caused and authorized the undersigned to sign this annual report on
its behalf.

| |  | TOP IMAGE SYSTEMS LTD.By: /s/ Ido Schechter 
Ido Schechter Chief Executive Officer
| |  | ------------------------------------------------------------------------------------------------

Date: May 1, 2008



---

---