SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)

(Amendment No. 2)

TTI Team Telecom International Ltd.

(Name of Issuer)

Ordinary Shares, par value NIS 0.5 per share

(Title of Class of Securities)

M88258104

(CUSIP Number)

December 31, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:

[_] Rule 13d-1(b)

[X] Rule 13d-1(c)

[_] Rule 13d-1(d)


(1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. M88258104
 ---------------------

1. NAME OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 Rima Management, LLC

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 (a) [_]
 (b) [X]

3. SEC USE ONLY



4. CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5. SOLE VOTING POWER

 0

6. SHARED VOTING POWER

 1,332,005

7. SOLE DISPOSITIVE POWER

 0

8. SHARED DISPOSITIVE POWER

 1,332,005

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 1,332,005

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 [_]

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 8.32%

12. TYPE OF REPORTING PERSON*

 00


CUSIP No. M88258104
 ---------------------

1. NAME OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 Richard Mashaal

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 (a) [_]
 (b) [X]

3. SEC USE ONLY



4. CITIZENSHIP OR PLACE OF ORGANIZATION

 Canada

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5. SOLE VOTING POWER

 0

6. SHARED VOTING POWER

 1,332,005

7. SOLE DISPOSITIVE POWER

 0

8. SHARED DISPOSITIVE POWER

 1,332,005

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 1,332,005

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 [_]

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 8.32%

12. TYPE OF REPORTING PERSON*

 IN


CUSIP No. M88258104
 ---------------------

Item 1(a). Name of Issuer:


 TTI Team Telecom International Ltd.
 --------------------------------------------------------------------

Item 1(b). Address of Issuer's Principal Executive Offices:

 7 Martin Gehl Street, Kiryat Aryeh, Petach Tikva 49512, Israel
 --------------------------------------------------------------------


Item 2(a). Name of Person Filing:

 Rima Management, LLC
 Richard Mashaal
 --------------------------------------------------------------------

Item 2(b). Address of Principal Business Office, or if None, Residence:

 110 East 55th Street
 Suite 1600
 New York, New York 10022
 --------------------------------------------------------------------

Item 2(c). Citizenship:

 Rima Management, LLC - Delaware
 Richard Mashaal - Canada
 --------------------------------------------------------------------

Item 2(d). Title of Class of Securities:

 Ordinary Shares, par value NIS 0.5 per share
 --------------------------------------------------------------------

Item 2(e). CUSIP Number:

 M88258104
 --------------------------------------------------------------------


Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
 or (c), Check Whether the Person Filing is a:

 (a) [_] Broker or dealer registered under Section 15 of the Exchange Act.

 (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.

 (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
 Act.

 (d) [_] Investment company registered under Section 8 of the Investment
 Company Act.

 (e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 (f) [_] An employee benefit plan or endowment fund in accordance with
 Rule 13d-1(b)(1)(ii)(F);

 (g) [_] A parent holding company or control person in accordance with
 Rule 13d-1(b)(1)(ii)(G);

 (h) [_] A savings association as defined in Section 3(b) of the Federal
 Deposit Insurance Act;

 (i) [_] A church plan that is excluded from the definition of an
 investment company under Section 3(c)(14) of the Investment
 Company Act;

 (j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4. Ownership.

 Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.

 (a) Amount beneficially owned:

 1,332,005
 --------------------------------------------------------------------

 (b) Percent of class:

 8.32%
 --------------------------------------------------------------------

 (c) Number of shares as to which such person has:

 Rima Management, LLC:

 (i) Sole power to vote or to direct the vote 0
 _______________________,


 (ii) Shared power to vote or to direct the vote 1,332,005
 _____________________,


 (iii) Sole power to dispose or to direct the 0
 disposition of _____________________,


 (iv) Shared power to dispose or to direct the 1,332,005
 disposition of _____________________.




 Richard Mashaal:

 (i) Sole power to vote or to direct the vote 0
 _______________________,


 (ii) Shared power to vote or to direct the vote 1,332,005
 _____________________,


 (iii) Sole power to dispose or to direct the 0
 disposition of _____________________,


 (iv) Shared power to dispose or to direct the 1,332,005
 disposition of _____________________.


The Reporting Persons disclaim beneficial ownership in the Shares reported
herein except to the extent of their pecuniary interest therein.


Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following [ ].

Not applicable

Item 6. Ownership of More Than Five Percent on Behalf of Another Person.

If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.

Not applicable

Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control Person.

If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.

Not applicable

Item 8. Identification and Classification of Members of the Group.

If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the identity of each member of the group.

Not applicable

Item 9. Notice of Dissolution of Group.

Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.

Not applicable

Item 10. Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

February 13, 2008
(Date)

RIMA MANAGEMENT, LLC

By: /s/ George Malikotsis
 ------------------------
 George Malikotsis
 Vice President

RICHARD MASHAAL

By: /s/ Richard Mashaal
 --------------------------
 (signature)

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties for whom copies are to be sent.

Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).


Exhibit A

AGREEMENT

Each of the undersigned hereby consents and agrees to this joint filing on Schedule 13G for the Ordinary Shares, par value NIS 0.5 per share of TTI Team Telecom International Ltd.

Dated: February 13, 2008
RIMA MANAGEMENT, LLC

By: /s/ George Malikotsis
 -------------------------
 George Malikotsis
 Vice President

RICHARD MASHAAL

By: /s/ Richard Mashaal
 -------------------------
 (signature)

SK 01780 0001 852415

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