SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                   FORM 20-F/A
                                 AMENDMENT NO. 1

[ ]   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 1934
      FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(D) OF THE  SECURITIES
     EXCHANGE  ACT  OF  1934  FOR  THE  TRANSITION  PERIOD  FROM  __________  TO
     __________

[ ]  SHELL COMPANY  REPORT  PURSUANT TO SECTION 13 OR 15(D) OF THE  SECURITIES
     EXCHANGE  ACT OF 1934
     Date of event requiring this shell company report.................

                         COMMISSION FILE NUMBER: 0-28950

                        MER TELEMANAGEMENT SOLUTIONS LTD.
              (Exact Name of Registrant as specified in its charter
               and translation of Registrant's name into English)

                                     ISRAEL
                 (Jurisdiction of incorporation or organization)

                   14 HATIDHAR STREET, RA'ANANA 43665, ISRAEL
                    (Address of principal executive offices)

           ALON MUALEM, +972-9-7777-555 (PHONE), +972-9-7777-566 (FAX)
                    14 HATIDHAR STREET, RA'ANANA 43665, ISRAEL
              (Name, Telephone, E-mail and/or Facsimile number and
                       Address of Company Contact Person

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

       Title of each class            Name of each exchange on which registered
ORDINARY SHARES, NIS 0.1 PAR VALUE             NASDAQ CAPITAL MARKET

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:
          ORDINARY SHARES, PAR VALUE NIS 0.01 PER SHARE...............8,917,950
                            (as of December 31, 2008)

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

                                  Yes ___ 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___ No X



<PAGE>



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 __


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 [ ] Accelerated filer [ ] Non-accelerated filer [X]

Indicate  by check mark which basis of  accounting  the  registrant  has used to
prepare the financial statements included in this filing:

        U.S. GAAP [X]        International Financial                 Other [ ]
                             Reporting Standards as issued
                             by the International
                             Accounting Standards Board [ ]

If "Other" has been  checked in response to the previous  question,  indicate by
check mark which financial statement item the registrant has elected to follow:

                             Item 17 [ ] Item 18 [ ]


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 ___ No X

This  Report  on Form  20-F is  incorporated  by  reference  into  our  Form F-3
Registration  Statement File No.  333-128225 and into our Form S-8  Registration
Statements File No. 333-12014 and 333-123321.



<PAGE>





                                EXPLANATORY NOTE
                                ----------------

         This Amendment No. 1 on Form 20-F/A to our Annual Report on Form 20-F
for the year ended December 31, 2008, or Amendment No. 1, amends our Annual
Report on Form 20-F for the year ended December 31, 2008 filed with the
Securities and Exchange Commission on April 2, 2009.  The Form 20-F for the year
ended December 31, 2008 is hereby amended to correct an inadvertent error in
Exhibit 15.2, the consent of BDO Audiberia Auditores, S.L., relating to the
financial statements of Jusan, S. A. as of and for the year ended December 31,
2006.  Exhibit 15. 2 filed with the original Form 20-F is hereby replaced in its
entirety with the consent of BDO Audiberia Auditores, S.L. being filed with
this Amendment No. 1.

         Other than the foregoing exhibit, no part of our Annual Report on 20-F
for the year ended December 31, 2008 is being amended. This Amendment No. 1 is
not intended to revise other information presented in our Annual Report on Form
20-F for the year ended December 31, 2008 as originally filed and all such other
information in the original filing remains unchanged.





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                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----


PART III....................................................................3

ITEM 19.     EXHIBITS.......................................................3

S I G N A T U R E...........................................................5






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<PAGE>




                                    PART III


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

      EXHIBIT     DESCRIPTION
      -------     -----------

         1.1      Memorandum of Association of the Registrant (1)

         1.2      Articles of Association of the Registrant (1)

         2.1      Specimen of Ordinary Share Certificate (1)

         4.1      1996 Employee Stock Option Plan (1)

         4.2      2003 Israeli Share Option Plan (2)

         4.3      2006 Stock Option Plan (3)

         4.4      Asset Purchase Agreement dated December 30, 2004 among the
                  Registrant and Teleknowledge Group Ltd. (4)

         4.5      Securities Purchase Agreement dated August 10, 2005 among the
                  Registrant and the Investors therein (5)

         4.6      Form of Warrant (6)

         4.7      Registration Rights Agreement dated August 10, 2005 (7)

         4.8      Form of Warrant issued to Mr. Avi Ziv (8)

         4.9      Purchase Agreement dated January 24, 2008, by and between the
                  Registrant and Lior Salansky (9)

         4.10     Purchase Agreement dated September 28, 2008, by and among the
                  Registrant, Lior Salansky, Isaac Ben-Bassat and Eytan Bar (10)

         4.11     Asset Purchase Agreement dated December 23, 2008, by and among
                  MTS IntegraTRAK Inc., the Registrant and AnchorPoint, Inc.
                  (now named The Info Group, Inc.)*

         8.1      List of Subsidiaries of the Registrant*

         11.1     Code of Ethics (11)

         12.1     Certification of Chief Executive Officer pursuant to Rule
                  13a-14(a) under the Securities Exchange Act of 1934, as
                  amended.*

         12.2     Certification of Chief Financial Officer pursuant to Rule
                  13a-14(a) under the Securities Exchange Act of 1934, as
                  amended.*

         13.1     Certification of Chief Executive Officer pursuant to 18 U.S.C.
                  Section1350, as adopted pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002.*

         13.2     Certification of Chief Financial Officer pursuant to 18 U.S.C.
                  Section 1350, as adopted pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002.*



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<PAGE>




          15.1    Consent of Kost Forer Gabbay & Kasierer, a Member of Ernst
                  & Young Global*

          15.2    Consent of BDO Audiberia Auditores, S.L. (relating to
                  Jusan, S.A.)

          15.3    Consent of BDO Trevisan Auditores Independentes (relating to
                  TABS Brazil Ltda.)*

          15.4    Consent of BDO McCabe Lo Limited (relating to MTS Asia
                  Limited)*

          15.5    Consent of Greenberg, Rozenblatt, Kull & Bitsoli, PC
                  (relating to The Info Group, Inc. (formerly AnchorPoint,
                  Inc.))*

          -----------------

          *    Previously filed as an Exhibit to the Registrant's  Annual Report
               on Form 20-F for the year ended December 31, 2008.

          (1)     Filed as an exhibit to the Registrant's Registration Statement
                  on Form F-1, registration number 333-05814, filed with the
                  Securities and Exchange Commission, and incorporated herein by
                  reference.

          (2)     Filed as Exhibit 10.3 to the Registrant's Annual Report on
                  Form 20-F for the year ended December 31, 2003, and
                  incorporated herein by reference.

          (3)     Filed as Appendix B to Item 1 of the Registrant's Report on
                  Form 6-K for the month of June 2006 submitted on June
                  23, 2006, and incorporated herein by reference.

          (4)     Filed as Exhibit 4.1 to the Registrant's Annual Report on Form
                  20-F for the year ended December 31, 2004, and incorporated
                  herein by reference.

          (5)     Filed as Item 1 to the Registrant's Report on Form 6-K for
                  the month of August 2005 submitted on August 19, 2005,
                  and incorporated herein by reference.

          (6)     Filed as Item 3 to the Registrant's Report on Form 6-K for the
                  month of August 2005 submitted on August 19, 2005,
                  and incorporated herein by reference.

          (7)     Filed as Item 2 to the Registrant's Report on Form 6-K for the
                  month of August 2005 submitted on August 19, 2005,
                  and incorporated herein by reference.

          (8)     Filed as Exhibit 4.6 to the Registrant's Registration
                  Statement on Form F-3, registration number 333-128225, and
                  incorporated herein by reference.

          (9)     Filed as Item 2 to the Registrant's Report on Form 6-K for the
                  month of January 2008 submitted on January 28, 2008,
                  and incorporated herein by reference.

          (10)    Filed as Item 2 to the Registrant's Report on Form 6-K for the
                  month of October 2008 submitted on October 2, 2008, and
                  incorporated herein by reference.

          (11)    Filed as Exhibit 14.1 to the Registrant's Annual Report on
                  Form 20-F for the year ended December 31, 2003, and
                  incorporated herein by reference.



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                                S I G N A T U R E

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




                                            MER TELEMANAGEMENT SOLUTIONS LTD.


                                            By: /s/Alon Mualem
                                                --------------
                                                Alon Mualem
                                                Chief Financial Officer




Dated: April 3, 2009

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