<U>Contact:

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

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F O R M  6-K


REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934


For the month of February, 2004


MAGIC SOFTWARE ENTERPRISES LTD.

(Name of Registrant)



5 HaPlada Street, Or-Yehuda, Israel 60218

(Address of Principal Executive Office)


Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.


Form 20-F [x]            Form 40-F [-]


Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [-]


Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [-]


Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.


Yes [-]        No [x]


If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82 -

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Contact:

David Leichner

Vice President, Worldwide Marketing

Magic Software Enterprises Ltd.

(949) 250-1718 ext. 299

davidl@magicsoftware.com




Magic Software Announces Chief Financial Officer

Plans To Step Down


Outgoing CFO Declares Full Faith in Business; Plans For Successful

Transition of Responsibilities



Irvine, California (February 19, 2004) - Magic Software Enterprises (Nasdaq: MGIC), a leading provider of state-of-the-art business integration and development technology, announced today that Guy Bernstein, has announced his plans to step down as Vice President of Finance and Chief Financial Officer of the Company to pursue other career opportunities.


Bernstein joined Magic Software in October 1997 and has been Vice President and CFO since December 1999. Prior to his appointment as CFO, he served in multiple roles including controller and manager of administrative services.


"While this was a difficult personal career move decision, I am pleased to be leaving Magic in good financial shape with a strong balance sheet," said Bernstein. "I have full faith in Magic's future and growth plans, and I will continue in my role as CFO to ensure a successful transition of my responsibilities to my successor."


"Guy has been very effective in his role as CFO and has helped increase Magic’s visibility with the financial community,” said Menachem Hasfari, chief executive officer of Magic Software. “We appreciate the contributions he has made over the past six and a half years and wish him well in his new endeavors. A successor will be announced in the near future."


About Magic Software Enterprises

Magic Software Enterprises, a subsidiary of Formula Systems (Nasdaq: FORTY), develops, markets and supports software development, deployment and integration technology that enables enterprises to accelerate the process of building and deploying applications that can be rapidly customized and integrated with existing systems.  Magic technology, applications and professional services are available through a global network of subsidiaries, distributors and Magic solutions partners in approximately 50 countries.  The Company's North American subsidiary is located at 17310 Redhill Avenue #270, Irvine, CA 92614-5637, telephone (800) 345-6244, (949) 250-1718, fax (949) 250-7404, http://www.magicsoftware.com/.  


Formula Systems is an international information technology company principally engaged, through its subsidiaries and affiliates, in providing software consulting services, developing proprietary software products and producing computer-based solutions.





Except for the historical information contained herein, the matters discussed in this news release include forward-looking statements that may involve a number of risks and uncertainties.  Actual results may vary significantly based upon a number of factors including, but not limited to, risks in product and technology development, market acceptance of new products and continuing product conditions, both here and abroad, release and sales of new products by strategic resellers and customers, and other risk factors detailed in the Company’s most recent annual report and other filings with the Securities and Exchange Commission.





SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



MAGIC SOFTWARE ENTERPRISES LTD.

(Registrant)




By /s/ Menachem Hasfari


Menachem Hasfari

Chief Executive Officer




Date: 19 February 2004