SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 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 November, 2008

ON TRACK INNOVATIONS LTD.
(Name of Registrant)

Z.H.R. Industrial Zone, P.O. Box 32, Rosh-Pina, Israel, 12000
(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 o

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):

Yes o No x

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):

Yes o No x

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 o No x

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

ON TRACK INNOVATIONS LTD.

6-K ITEM
This report on Form 6-K is incorporated by reference into On Track Innovations Ltd.‘s Registration Statement on Form F-3 (Registration No. 333-111770), initially filed with the Securities and Exchange Commission (the “Commission”) on January 8, 2004, its Registration Statement on Form F-3 (Registration No. 333-115953), filed with the Commission on May 27, 2004, its Registration Statement on Form F-3 (Registration No. 333-121316), filed with the Commission on December 16, 2004, its Registration Statement on Form F-3 (Registration No. 333-127615), initially filed with the Commission on August 17, 2005, its Registration Statement on Form S-8 (Registration No. 333-128106), filed with the Commission on September 6, 2005, its Registration Statement on Form F-3 (Registration No. 333-130324), filed with the Commission on December 14, 2005, its Registration Statement on Form F-3 (Registration No. 333-135742), filed with the Commission on July 13, 2006, its Registration Statement on Form S-8 (Registration No. 333-140786) filed with the Commission on February 20, 2007, its Registration Statement on Form F-3 (Registration No. 333-142320), filed with the Commission on April 24, 2007, its Registration Statement on Form S-8 (Registration No. 333-149034) filed with the Commission on February 4, 2008, its Registration Statement on Form S-8 (Registration No. 333-149575), filed with the Commission on March 6, 2008 and its Registration Statement on Form F-3 (Registration No. 333-153667), filed with the Commission on September 25, 2008.

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.

ON TRACK INNOVATIONS LTD.
(Registrant)

By: /s/ Oded Bashan
——————————————
Oded Bashan
Chief Executive Officer and Chairman

Date: November 17, 2008

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Press Release

OTI’s Smart Sticker Travels to New Zealand with Air New Zealand’s
Revolutionary Domestic Check-in

Fort Lee, NJ, Auckland, New Zealand – November 17, 2008 – On Track Innovations Ltd. (OTI) (NASDAQ GM: OTIV), a global leader in contactless microprocessor-based smart card solutions for homeland security, payments, petroleum payments and other applications, has supplied Air New Zealand, New Zealand’s national airline, with OTI’s Smart Stickers to help frequent travelers on New Zealand domestic flights check-in and board faster.

On November 3 rd , Air New Zealand made significant changes to its domestic check-in processes including the first of several major terminal improvements around the country starting at its biggest domestic port of Auckland.

The changes include a new state-of-the-art check in and boarding experience, introducing a new layout and design, new kiosks that enable customers to print their own bag tags, a direct to conveyor belt bag drop zone to eliminate queues, new gate scanners for straight to gate check in and boarding for customers without bags and several new technological enablers for frequent flyers.

In Addition, Air New Zealand distributed approximately 100,000 customized OTI Smart Stickers to its most frequent domestic travelers to be attached to the back of their mobile phones, which will serve as a permanent and reusable boarding pass. Frequent flyers simply present his or her smart sticker-enabled mobile phone to specially equipped kiosks or gate scanners, and their information is immediately retrieved, making the boarding process paperless.

OTI’s smart sticker is an entirely self-contained, contactless payment device that adheres to multiple surfaces including mobile phones, PDAs and more. The special configuration and adhesive on the back of the smart sticker makes it easy to attach to any surface, be it metallic, plastic or other. This feature enables issuers to add contactless payment capabilities to existing mobile devices independent of the handset type and model. For the time being, the Air New Zealand program will not be utilizing the sticker’s payment capabilities. The OTI smart sticker serves to upgrade products already in circulation, providing a quick time-to-market, cost effective solution, which is expected to assist issuers in increasing market share.

Oded Bashan Chief Executive Officer & Chairman of OTI said: “The Smart Sticker is one of the more exciting contactless products OTI has developed. By simply adding a contactless sticker to a mobile device, we provide the device with more capabilities, and the issuer with more ways to communicate with their customers and add to their product offering. Air New Zealand took it a step further by offering a unique product to its customers and providing them with a superior user experience in the boarding process.”

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About OTI
Established in 1990, OTI (NASDAQ- GM: OTIV) designs, develops and markets secure contactless microprocessor-based smart card technology to address the needs of a wide variety of markets.

Applications developed by OTI include product solutions for petroleum payment systems, homeland security solutions, electronic passports and IDs, payments, mass transit ticketing, parking, loyalty programs and secure campuses. OTI has a global network of regional offices to market and support its products. The company was awarded the Frost & Sullivan 2005 and 2006 Company of the Year Award in the field of smart cards.

For more information on OTI, visit www.otiglobal.com , the content of which is not part of this press release.

Safe Harbor for Forward-Looking Statements:
This press release may contain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Whenever we use words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions, we are making forward-looking statements. Because such statements deal with future events and are based on OTI’s current expectations, they are subject to various risks and uncertainties and actual results, performance or achievements of OTI could differ materially from those described in or implied by the statements in this press release. For example, forward-looking statements include statements regarding our goals, beliefs, future growth strategies, objectives, plans or current expectations, such as those regarding the superiority of our products and capabilities. Forward-looking statements could be impacted by market acceptance of new and existing products and our ability to execute production on orders, as well as the other risk factors discussed in OTI’s Annual Report on Form 20-F for the year ended December 31, 2007, which is on file with the Securities and Exchange Commission. Although OTI believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be achieved. Except as otherwise required by law, OTI disclaims any intention or obligation to update or revise any forward-looking statements, which speak only as of the date hereof, whether as a result of new information, future events or circumstances or otherwise.

OTI Contact: Investor Relations
Galit Mendelson Paul Holm
Vice President of Corporate Relations portfoliopr
201 944 5200 ext. 111 212 888 4570
galit@otiglobal.com paulh@portfoliopr.biz

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