FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Gamzu Guy

2. Date of Event Requiring Statement (MM/DD/YYYY)
8/10/2010 

3. Issuer Name and Ticker or Trading Symbol

MediaMind Technologies Inc. [MDMD]

(Last)        (First)        (Middle)

C/O MEDIAMIND TECHNOLOGIES INC., 135 WEST 18TH STREET, 5TH FLOOR

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                            _____ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

NEW YORK, NY 10011       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

8/10/2010 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   590940   I   See Footnote.   (1)
Common Stock   108972   I   See Footnote.   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Options   1/1/2002   (3) 1/1/2012   Common Stock   32000   $0.005   D    
Options   6/30/2004   (4) 6/15/2014   Common Stock   20000   $1.35   D    
Call Option   9/18/2002   (5) 2/28/2011   Common Stock   151178   $1.20   D    

Explanation of Responses:
( 1)  Held indirectly through Cubit Investments Ltd.
( 2)  Held indirectly through Sycamore Technologies Ventures L.P.
( 3)  These options vested as follows: 49.5% vested on January 1, 2002; thereafter an additional 4.1625% vested in 5 equal monthly installments; thereafter an additional 1.5625% vested in equal 12 monthly installments; thereafter an additional 10.9375% vested in 1 installment.
( 4)  These options vest in 48 equal monthly installments beginning on June 30, 2004.
( 5)  Pursuant to the agreement entered into between Gamzu Guy and another stockholder dated September 18, 2002, as extended.

Remarks:
This Amendment is filed to make correction to the Form 3 filed on 08/10/2010 to include the call option owned by Gamzu Guy to purchase 151,178 shares of common stock of MediaMind Technologies Inc from another stockholder.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Gamzu Guy
C/O MEDIAMIND TECHNOLOGIES INC.
135 WEST 18TH STREET, 5TH FLOOR
NEW YORK, NY 10011 		X



Signatures
/s/ Gamzo Guy 3/3/2011
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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