Kesselman
      & Kesselman
                Certified
      Public Accountants (Isr.)
                Trade Tower,
      25 Hamered Street
                Tel Aviv
      68125 Israel
                P.O Box 452
      Tel Aviv 61003
                Telephone
      +972-3-7954555
                Facsimile
      +972-3-7954556





Exhibit
15.2




Securities
and Exchange Commission


100 F
Street, N.E.


Washington,
DC 20549




Commissioners:




We have
read the statements made by Mind CTI Ltd (copy attached), which we understand
will be filed with the Securities and Exchange Commission, pursuant to
Item 16F(a), as part of the Form 20-F of the Company for the year ended
December 31, 2009. We agree with the statements concerning our Firm in such Form
20-F.





S/Kesselman
      & KesselmanTel
      Aviv, Israel
              Kesselman
      & KesselmanJune
      20, 2010
              Certified
      Public Accountants (Isr.)A
      member of PricewaterhouseCoopers
                International
      limited





Kesselman
& Kesselman is a member of PricewaterhouseCoopers International Limited, a
company limited by guarantee registered in England and
Wales.








Item
16F.             Change
in Registrant’s Certifying Accountant




At our annual general meeting held on
April 6, 2009, our shareholders approved the recommendation of our audit
committee and board of directors to appoint Brightman Almagor Zohar, certified
public accountants in Israel and a member of Deloitte Touche Tohmatsu, as our
independent auditor, thereby replacing Kesselman & Kesselman, certified
public accountants in Israel and a member of PricewaterhouseCoopers
International Limited.




The
reports on our financial statements for the years ended December 31, 2007 and
2008 did not contain an adverse opinion or a disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting
principles.




During the two years ended December 31,
2008 and the subsequent interim period through April 6, 2009, there were no (i)
disagreements between Kesselman & Kesselman and us on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedures, which disagreements if not resolved to their satisfaction
would have caused them to make reference to the subject matter of the
disagreements in connection with its report or (ii) reportable
events.




A letter
from Kesselman & Kesselman is attached as Exhibit 15.2 to this Annual
Report.




Prior to
April 6, 2009, the date on which Brightman Almagor Zohar & Co. was
appointed:




·
            we
      did not consult with Brightman Almagor Zohar & Co. regarding either
      the application of accounting principles to a specified transaction,
      either completed or proposed, or the type of audit opinion that might be
      rendered on our financial
statements;




·
            neither
      a written report nor oral advice was provided to us by Brightman Almagor
      Zohar & Co. that they concluded was an important factor considered by
      us in reaching a decision as to the accounting, auditing or financial
      reporting issue; and




·
            we
      did not consult Brightman Almagor Zohar & Co. regarding any matter
      that was either the subject of a disagreement or a reportable
      event.