SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------

                                   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 2006

                        MER TELEMANAGEMENT SOLUTIONS LTD.
                              (Name of Registrant)

                    22 Zarhin Street, Ra'anana 43662, Israel
                     (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-____________

This Form 6-K is being incorporated by reference into the Registrant's Form F-3
Registration Statement File No.  333-128225 and Form S-8 Registration Statements
File Nos. 333-12014 and 333-123321.






                        MER Telemanagement Solutions Ltd.



6-K Items

     1.   Press  release  re  MTS  and  Airspan  Partner  to  Offer  a  Complete
          End-to-End Solution for Service Providers dated February 28, 2006.







                                                                          ITEM 1






Press Release                          Source: Mer Telemanagement Solutions Ltd.

MTS and  Airspan  Partner to Offer a Complete  End-to-End  Solution  for Service
Providers

Tuesday February 28, 8:00 am ET

- The MTS Total-e Suite Combined with the Airspan Switch Provides an Integrated
Turnkey Solution -

- Airspan to Demonstrate Joint Solution at CeBIT Trade Show, March 9 - 15 in
Hannover, Germany -

RA'ANANA, Israel and FAIR LAWN, N.J., Feb. 28 /PRNewswire-FirstCall/ -- MTS --
Mer Telemanagement Solutions Ltd. (Nasdaq: MTSL - News), a global provider of
business support systems (BSS) for comprehensive telecommunication management
and customer care & billing solutions, and Airspan Networks, Inc. of Boca Raton,
FL (Nasdaq: AIRN - News), are joining forces to offer service providers a
complete end-to-end solution for low cost telecommunications service using the
Voice over the Internet Protocol (VoIP). This joint solution already has been
implemented very successfully on projects in the US and in Central America, and
is currently being implemented on several projects with varying numbers of
ports.

Together the combined MTS and Airspan solution provides several unique
value-added advantages over other vendor offerings, namely a fully web based
system that can be controlled remotely for administration as well as network
adjustments. The open environment provides a scalable, agile solution
architecture that enables the user -- customers with Class 4, Class 5 and
IP-CENTREX solutions, including Softswitch capabilities -- to add additional
features and capabilities. Additionally, the solution allows for IN integration
with the SS7 network enabling it to define users' profiles according to
white/black book. This is a comprehensive solution for managing, controlling,
and billing a VoIP network.

Airspan will demonstrate this joint solution at the CeBIT trade show, March 9 -
15 in Hannover, Germany. The Airspan booth -- located in Hall 13, Stand D57 --
is part of the VoIP Central at CeBIT exhibition, which will showcase leading
edge IP Communications technology from around the world.

Alex Paz, Vice President, Airspan AS.TONE Business Development, noted, "We can
now offer our customers a complete turnkey solution that they can start
operating immediately knowing that all the pieces are working together. By
having an experienced partner like MTS provide its know-how in telecom billing
solutions, assures Airspan customers that they are receiving the best value for
their money."

Hanoch Magid, MTS, Vice President Sales and Marketing, sees this as a great
opportunity for service providers to get a ready-made, operational end-to-end
solution. "The MTS customer care module enables carriers and service providers
to easily manage their customers' queries while enhancing those relationships by
being closer to the user and more flexible to changes in the marketplace. Our
Enhanced Web Self Care Module allows the end user to monitor and acquire new
services directly through their provider's web site. Similarly, carriers and
service providers can manage the entire relationship with end-users and
partners, driving business and customer loyalty while combating churn."

The Airspan AS.TONE Softswitch platform is a carrier class, turnkey solution
that provides carriers with Class 4 and Class 5 solutions. The AS.TONE design
provides customers: carriers, next-generation telcos, cellular providers and
ITSPs with a wide range of solutions with the best price/performance system for
IP telephony. AS.TONE, a scalable solution with no single point of failure,
presents a robust support system starting with several hundreds of ports up to
hundreds of thousands of ports using a unique redundant topology.

The AS.TONE solution enables communication between multiple entities, such as
gateways and IP phones while providing Class 5, IP-PBX and Class 4 services that
supply terminal and gateway registration, address resolution, admission control
and bandwidth control. It is a fully redundant solution that is H.323, SIP and
MGCP protocol compliant, providing enhanced solutions for Carriers, Cellular
providers and ITSPs. A customer can configure his network using Redundant
Topology and Load Sharing architecture for Carrier Class reliability by
pre-defining an Alternative Softswitch topology. Additionally, the solution
provides the carrier the capability to fully integrate with SS7 networks and to
implement Destination Point Code (DPC) based routing.






The MTS Total-e billing solution is designed to provide a converged bill of all
the usage expenses of a user including landline, wireless, Value- Added
Services/Content, IPTV, VoIP and data. The solution provides for mobile
fixed-wireless and long distance billing to their subscribers for both pre-paid
and post-paid services. The platform's interconnect billing capability is
ideally suited for carriers and service providers wishing to reduce leakage in
dealing with partner relationships, and offers a real money-savings alternative.
MTS has implemented a sophisticated solution for the new Value-Added Services
that consists of a powerful rating system that can be integrated into a carrier
or service provider's main legacy billing system to reduce the risk and time to
market of the new services. The solution allows carriers and service providers
to bill for new services such as Video on Demand, Music on Demand, News on
Demand, Digital and Analog Video Channels and other interactive Value-Added
Services. Additional value-added services such as SMS, MMS, WAP that are
delivered via an Intelligent Network, calling cards and/or Next generation
services can also be billed.

About MTS

Mer Telemanagement Solutions Ltd. (MTS) is a global provider of business support
systems for comprehensive telecommunication management and customer care &
billing solutions. MTS' business support system is a full-featured customized
solution for telecommunications management, Interconnect and customer care &
billing. Its telecommunications expense management solution is used by
corporations and organizations to improve the efficiency and performance of all
telecommunication and information technology operations, and to significantly
reduce associated costs. Its service providers and carriers solutions are used
to support sophisticated billing, web-based self-provisioning, partners
management and interconnect billing.

Headquartered in Israel, MTS markets through wholly owned subsidiaries in the
United States, Hong Kong, Holland, and Brazil, and through OEM partnerships with
Siemens, Phillips, NEC and other vendors. MTS' shares are traded on the NASDAQ
Capital Market (symbol MTSL). For more information please visit the MTS web
site: www.mtsint.com

About Airspan Networks

Airspan Networks provides fixed and wireless voice and data systems and
solutions, including Voice Over IP (VoIP). Its wireless products serve operators
around the world in both licensed and unlicensed frequency bands between 700 MHz
and 6 GHz, including both PCS and 3.5GHz international bands. Airspan has a
strong wireless product roadmap that includes offerings compliant with the new
WiMAX 802.16-2004 standard, and software upgradeability to 802.16e from the time
the WiMAX products are introduced. Airspan is on the Board and a founder member
of the WiMAX Forum. Through its newly acquired Radionet division, the company
also offers 802.11-based metrozone networks and applications for various
enterprise vertical markets. The Company has deployments with more than 300
operators in more than 95 countries. Airspan's wireless systems are based on
radio technology that delivers excellent area coverage, high security and
resistance to fading. These systems can be deployed rapidly and cost
effectively, providing an attractive alternative to traditional wired
communications networks. Airspan's new AS.TONE VoIP system is a carrier class,
turnkey solution that provides carriers with Class 4, Class 5 and IP-Centrex
solutions and has a Softswitch and Gateways supporting SIP/H323 and SIP.
AS.TONE's design provides customers; carriers, next generation telcos, cellular
providers and ITSP with a wide range of solutions with the best
price/performance system for IP telephony. Airspan also offers radio planning,
network installation, integration, training and support services to facilitate
the deployment and operation of its systems. Airspan is headquartered in Boca
Raton, Florida with its main operations center in Uxbridge, United Kingdom.

More information on Airspan can be found at http://www.airspan.com.






Certain matters discussed in this news release are forward-looking statements
that involve a number of risks and uncertainties including, but not limited to,
risks in product development plans and schedules, rapid technological change,
changes and delays in product approval and introduction, customer acceptance of
new products, the impact of competitive products and pricing, market acceptance,
the lengthy sales cycle, proprietary rights of the Company and its competitors,
risk of operations in Israel, government regulations, dependence on third
parties to manufacture products, general economic conditions and other risk
factors detailed in the Company's filings with the United States Securities and
Exchange Commission.

    Contacts:
     MTS:                               Airspan:
     Shlomi Hagai                       Peter Aronstam
     Corporate COO & CFO                Senior Vice President & Chief
                                        Financial Officer
     MTS - MER Telemanagement Solutions Airspan Networks, Inc.
     Tel: +972-9762-1733                Tel: +1-561 893-8682
     Email: Shlomi.Hagai@mtsint.com     Email: paronstam@airspan.com


     MTS Investor Relations:            Airspan Sales:
     Kathy Price                        Alex Paz
     Managing Director                  Vice President, AS.TONE Business
                                        Development
     The Global Consulting Group        Airspan Networks, Inc.
     Tel: +1 646-284-9430               Email: apaz@airspan.com
     Email: kprice@hfgcg.com








                                   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.



                                            MER TELEMANAGEMENT SOLUTIONS LTD.
                                                  (Registrant)



                                            By: /s/Eytan Bar
                                                ------------
                                                Eytan Bar
                                                President and
                                                Chief Executive Officer



Date: February 28, 2006