Exhibit 3.1

[UNOFFICIAL CONVENIENCE TRANSLATION]              [STAMP OF ISRAELI
                                                  REGISTRAR OF COMPANIES]

                     The Companies Ordinance (New Version)
                     -------------------------------------

           Memorandum of Association of a Company Limited by Shares
           --------------------------------------------------------

1. Name of the Company:  MIND C.T.I. LTD.

2. The aims for which incorporated:

     A. To engage in any kind of commercial business and/or productive business
        and/or business of providing services of any type or form. To engage in
        any action or endeavor which the Company's managers consider to be
        beneficial to the Company.

     B. To engage in all the branches of the economy, trade, finance, personal
        services, industry, textile, wood, food, chemicals, computers, medicine,
        office supplies, agriculture, electricity, research, art, metal-works,
        transportation, construction and tourism.

     C. To set up factories, shops and marketing chains so as to serve the aims
        of the Company.

     D. To engage in industry, to market, sell and trade, import and export any
        product. To engage in market research, advertising, filing of patents
        and designs.

     E. To engage in any matter so as to further the aims of the Company, to
        engage in general brokering and manage financing for the benefit of the
        aims of the Company.

     F. To change the name of the Company in accordance with the needs of the
        owners and the aims of the Company's business.

3. The liability of the members of the Company is limited.

4. The share capital of the Company is NIS 27,100 divided into 27,100 ordinary
shares of NIS 1.00 each.

We the undersigned wish to be incorporated as a company in accordance with this
Memorandum of Association and agree to each take the number of shares of the
share capital as set forth next to our names.



Name of Member:    I.D. Number:  Address:          No. of Shares:    Signature:
- ---------------    ------------  --------          --------------    ----------
                                                         
Monica Eisinger         1664162  Mitzpeh Hoshaaya  50 ordinary shs.  /s/ M. Eisinger

Lior Salansky           5888825  Leiv Yafeh 30     50 ordinary shs.  /s/ Lior Salansky
                                 Jerusalem


6.4.95

Witnessed by:
/s/ Avikam David
Avikam David - CPA


Memorandum of Association - Amendment
- -------------------------------------
Section 4 to the Memorandum of Association was replaced in its entirety with the
following wording:

"The share capital of the Company is NIS 880,000 divided into 77,222,220
Ordinary Voting Shares of a nominal value of NIS 0.01 each (the "Ordinary Voting
Shares"), 8,000,000 Ordinary Non-Voting Shares of a nominal value of NIS 0.01
each (the "Ordinary Non-Voting Shares"), 2,222,220 Preferred A Shares of a
nominal value of NIS 0.01 each (the "Preferred A Shares") and 555,560 Preferred
B Shares of a nominal value of NIS 0.01 each (the "Preferred B Shares").

The rights attached to the shares shall be specified in the Articles of
Association of the Company."

Memorandum of Association - Amendment effective as of IPO Closing Date
- ----------------------------------------------------------------------
Section 4 to the amended Memorandum of Association will be replaced in its
entirety with the following wording:

"The share capital of the Company is NIS 880,000 divided into 88,000,000
Ordinary Shares of a nominal value of NIS 0.01 each (the "Ordinary Shares"), of
which at the beginning 80,000,000 shares shall be Ordinary Voting Shares of a
nominal value of NIS 0.01 each (the "Ordinary Voting Shares") and 8,000,000
shares shall be Ordinary Non-Voting Shares of a nominal value of NIS 0.01 each
(the "Ordinary Non-Voting Shares").

The rights attached to the shares shall be specified in the Articles of
Association of the Company."