FORM 6-K

REPORT OF FOREIGN ISSUER

Pursuant to Rule 13a-16 or 15d-16 ofthe
Securities Exchange Act of 1934

For the month of May 2003

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.

22 May 2003

Matav- Cable Systems Media Ltd.
(Registrant)

BY: /S/ Amit Levin
——————————————
Chief Executive Officer

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

FOR IMMEDIATE RELEASE

Matav Reports Continued Improvement in Q1 2003

NETANYA, Israel, May 22, 2002 – Matav-Cable Systems Media Ltd. (Nasdaq: MATV), a leading Israeli provider of digital cable television services, today reported first-quarter revenues of NIS 133.9 million (US$28.6 million), up 12.4% from NIS 119.1 million (US$25.4 million) in the first quarter of 2002, and up 1% from NIS 132.6 million (US$28.3 million) in the 2002 fourth quarter. The increased revenues, which came despite a decrease in total subscribers, are attributed to higher sales of tiering and fast Internet access services.

First-quarter operating expenses were NIS 120.8 million, (US$25.8 million), down 7.8% from NIS 131.0 million (US$27.9 million) for the year-earlier first quarter and up 1% from NIS 119.5 million (US$25.5 million) for fourth-quarter 2002. The decrease in operating expenses compared to the first quarter of 2002 is mainly due to the ongoing decline in content expenses. The increase in operating expenses compared to the previous quarter is attributed mainly to a one time increase in content expenses.

Gross profit for the first quarter was NIS 13 million (US$2.8 million), compared with a gross loss of NIS 11.8 million (US$2.5 million) for the first quarter of 2002 and gross profit of NIS 13.2 million (US$2.8 million) for the previous quarter.

First-quarter selling, marketing and G&A expenses were NIS 22.5 million (US$4.8 million), down 9 % from NIS 24.7 million (US$5.3 million) for the first quarter of 2002 and up 3% from NIS 21.8 million (US$4.7 million) in the previous quarter. The decline from the year-earlier period stems mainly from lower marketing expenses due to a joint advertising campaign of Israel’s three cable companies. The increase compared with the previous quarter occurred because of higher advertising and promotion expenses.

Financial expenses for the quarter totaled NIS 15.2 million (US$3.2 million), compared with NIS 5.3 million (US$1.1 million) in the first quarter of 2002 and NIS 21.8 million (US$4.7 million) in the previous quarter. The company’s financial reports are linked to Israel’s consumer price index, and the changes in its financing expenses are tied mainly to fluctuations in the CPI.

Matav’s share in profits of associated companies in the first quarter amounted to a profit of NIS 3.5 million (US$0.8 million), compared with a profit of NIS 4.4 million (US$0.9 million) for the year-ago quarter and a loss of NIS 1.3 million (US$0.3 million) for the previous quarter.

The first-quarter net loss decreased to NIS 25.1 million (US$5.4 million), or NIS 0.87 (US$0.19) per ordinary share, from the year-ago quarter’s NIS 37.5 million (US$8 million), or NIS 1.29 (US$0.27) per ordinary share. The loss also declined from NIS 49.2 million (US$10.5 million), or NIS 1.7 ($0.36), for the 2002 fourth quarter.

First-quarter EBITDA advanced to NIS 32.3 million (US$6.9 million), from the first-quarter 2002 figure of NIS 1.8 million (US$0.4 million). EBITDA was NIS 33.5 million (US$7.1 million) for fourth-quarter 2002.

At the end of first-quarter 2003, Matav had approximately 274,000 subscribers, compared with 287,000 at the end of first-quarter 2002 and 275,000 at year-end 2002. During the first quarter, the Company’s ARPU rose to NIS 191.2 (monthly, including 18% value-added tax) compared with NIS 161.7 million for the first quarter of 2002 and NIS 189.5 for the previous quarter. The company’s fast Internet access service has attracted approximately 33,000 subscribers to date.

On May 21, 2003, the company’s board of directors and its audit committee approved a $600,000 payment to Dankner Investments Ltd. for the efforts of Dankner’s executives on behalf of Matav regarding the merger issues. The payment is subject to approval by Matav’s shareholders at a general meeting, and thus the payment has not yet been reflected in the company’s financial report.

Matav CEO Amit Levin commented: “We are pleased that the positive trend in our results continued in the first quarter of the year. We increased our revenues despite sharp competition in the multi-channel television and fast-Internet markets.

“The improved results reflect a higher ARPU as subscribers broadened their use of higher-margin digital services. In addition, we continued to tightly control expenses. We believe that the improvement in operating profit will continue in coming quarters.”

Regarding the pending merger of the cable-TV companies in Israel, Mr. Levin said, “The cable companies are continuing to cooperate on marketing and content issues. The shareholders of the merged company have agreed on the merger terms, but a number of conditions remain before the transaction can be completed, including a financial agreement with the banks; receipt of additional approvals, including approvals from shareholders at a meeting and from creditors of the merged companies; and approval of the transaction by the court.”

Management will conduct a teleconference today at 11 a.m. U.S. Eastern Time. To participate, please dial +1-866-500-4953 or +1-877-332-1104 in the United States and +972-3-925-5910 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 investments include 7.5 percent of Partner Communications Ltd., a GSM mobile phone company, and 10 percent of Barak I.T.C. (1995), one of the three international telephony-service 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:

Ori Gur-Arieh, Counsel
Matav Cable Systems
Telephone: +972-9-860-2261

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)

							Convenience translation
	December 31,		March 31				March 31
	2002		2002		2003		2002
	Adjusted NIS		Adjusted NIS				U.S. dollars
	(In thousands)
ASSETS:


CURRENT ASSETS:
Cash and cash equivalents		7,810		1,178		1,361		290
Accounts Receivables:
Trade		70,700		68,533		70,006		14,936
Affiliated companies - current account				848
Other		18,322		13,862		21,549		4,598

Total current assets		96,832		84,421		92,916		19,824

INVESTMENTS AND LONG-TERM LOANS:
Investments in affiliated companies		23,008		25,835		26,289		5,609
Investments in other companies		16,682		25,878		16,682		3,559
Long-term loans granted to employees		628		1,601		333		71
Severance pay fund		324

		40,642		53,314		43,304		9,239

FIXED ASSETS:
Cost		2,041,062		1,974,986		2,057,497		438,979
Less - accumulated depreciation and amortization		1,022,254		898,343		1,063,444		226,892

		1,018,808		1,076,643		994,053		212,087

OTHER ASSETS AND DEFERRED CHARGES
Net of accumulated amortization		7,110		10,580		6,378		1,361

		1,163,392		1,224,958		1,136,651		242,511

MATAV – CABLE SYSTEMS MEDIA LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

										Convenience translation
	December 31,			March 31						March 31
	2002			2002			2003			2002
	Adjusted NIS			Adjusted NIS						U.S. dollars
	(In thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY:


CURRENT LIABILITIES:
Short-term bank credit		528,088			576,222			532,102			113,527
Current maturities of debentures		34,646			34,397			34,479			7,356
Accounts payable and accruals:
Trade		86,340			113,542			68,213			14,554
Affiliated companies - current account		2,755			15,056			13,251			2,827
Other		86,906			54,654			90,400			19,287
Relater parties					15,813

Total current liabilities		738,735			809,684			738,445			157,551

LONG-TERM LIABILITIES:
Accrued severance pay, net					131			904			193
Loans and debentures (net of current maturities
Loans from bank and others		145,945			179,992			139,730			29,812
Debentures		102,163			135,448			101,783			21,716
Customers' deposits for converters, net of
accumulated amortization		25,483			20,894			29,846			6,368

Total long-term liabilities		273,591			336,465			272,263			58,089

Total liabilities		1,012,326			1,146,149			1,010,708			215,640

SHAREHOLDERS' EQUITY:
Share capital		50,209			50,209			50,209			10,712
Share premium		412,230			412,230			412,230			87,952
Retained earnings (loss)		(244,693	)		(316,950	)		(269,816	)		(57,567	)

Less-Company's shares held by consolidated company		(66,680	)		(66,680	)		(66,680	)		(14,226	)

Total shareholders' equity		151,066			78,809			125,943			26,871

		1,163,392			1,224,958			1,136,651			242,511

MATAV – CABLE SYSTEMS MEDIA LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share and per ADS data)

										Convenience translation
	Year ended December 31,			Three months ended March 31,						Three months ended March 31,
	2002			2002			2003			2003
	Adjusted NIS									U.S. dollars




Revenue		508,997			119,126			133,879			28,564
Depreciation		166,397			40,723			41,711			8,899
Other operating expenses		354,824			90,230			79,075			16,871

Total operating expenses		521,221			130,953			120,786			25,770
Gross profit (loss)		(12,224	)		(11,827	)		13,093			2,794
Selling, marketing, general and
administrative expenses:
Selling and marketing		41,747			12,933			10,401			2,219
General and administrative		47,390			11,784			12,091			2,580

		89,137			24,717			22,492			4,799

Operating loss		(101,361	)		(36,544	)		(9,399	)		(2,005	)
Financial expenses, net		49,396			5,293			15,194			3,242

Other income )expenses), net		286,101			(109	)		(4,045	)		(863	)

Income (loss) before taxes on income		135,344			(41,946	)		(28,638	)		(6,110	)
Taxes on income		111,808


Income (loss) from operations of the
Company and its subsidiaries		23,536			(41,946	)		(28,638	)		(6,110	)
Equity in earnings (losses) of affiliated
companies, net		11,207			4,432			3,515			750

Net income (loss)		34,743			(37,514	)		(25,123	)		(5,360	)

Earnings (loss) per ordinary share		1.19			(1.29	)		(0.87	)		(0.19	)


Earnings (loss) per ADS		2.38			(2.58	)		(1.74	)		(0.38	)

Weighted average number of shares
outstanding in thousands		28,860			28,860			28,860			28,860

Weighted average number of ADSs outstanding
in thousands		14,430			14,430			14,430			14,430


Memo EBITDA		58,278			1,805			32,312			6,894