<PAGE>

                                                                   Exhibit 4.3
                                                                  -------------


NEITHER  THESE  SECURITIES  NOR  THE  SECURITIES INTO WHICH THESE SECURITIES ARE
EXERCISABLE  HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE  SECURITIES  COMMISSION  OF  ANY  STATE  IN  RELIANCE UPON AN EXEMPTION FROM
REGISTRATION  UNDER  THE  SECURITIES  ACT  OF  1933, AS AMENDED (THE "SECURITIES
ACT"),  AND,  ACCORDINGLY,  MAY  NOT  BE  OFFERED  OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER  THE  SECURITIES ACT OR PURSUANT TO AN
AVAILABLE  EXEMPTION  FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS  OF  THE  SECURITIES  ACT  AND  IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES  LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH  EFFECT,  THE  SUBSTANCE  OF  WHICH  SHALL  BE REASONABLY ACCEPTABLE TO THE
COMPANY.  THESE  SECURITIES  AND  THE SECURITIES ISSUABLE UPON EXERCISE OF THESE
SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN  SECURED  BY  SUCH  SECURITIES.

                            ELECTRIC FUEL CORPORATION

                                     WARRANT
Warrant  No.  [  ]           Date  of  Original  Issuance:  December  31,  2002

     Electric  Fuel  Corporation, a Delaware corporation (the "COMPANY"), hereby
certifies  that,  for  value  received,  [  ]  or  its  registered  assigns (the
"HOLDER"),  is  entitled  to  purchase from the Company up to a total of [ ] (1)
shares  of  common  stock,  $.01  par value (the "COMMON STOCK"), of the Company
(each  such  share, a "WARRANT SHARE" and all such shares, the "WARRANT SHARES")
at  an  exercise  price  equal  to $[ ](2) per share (as adjusted from  time
to time as provided in Section 9, the "EXERCISE PRICE"), at any time and from
                       ---------
time to time from and after the date hereof and through and including
December  31,  2007  (the "EXPIRATION DATE"), and subject to the following terms
and  conditions:


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

(1)     Each Purchaser shall receive three Warrants each for 1,666,700
        multiplied by  such  Purchaser's  Percentage.


(2)     Warrant  I  -  the  Exercise  Price  shall  equal  $0.84.
        Warrant  II  -  the  Exercise  Price  shall  equal  $0.89.
        Warrant  III  -  the  Exercise  Price  shall  equal  $0.93.

<PAGE>


   1.       Definitions.  In  addition  to  the  terms defined elsewhere in this
            -----------
Warrant,  capitalized terms that are not otherwise defined herein shall have the
meanings  given  to such terms in the Securities Purchase Agreement of even date
herewith to which the Company and the original Holder are parties (the "PURCHASE
AGREEMENT").

   2.       Registration  of  Warrant.  The Company shall register this Warrant,
            -------------------------
upon  records  to  be  maintained  by the Company for that purpose (the "WARRANT
REGISTER"),  in  the  name  of  the record Holder hereof from time to time.  The
Company may deem and treat the registered Holder of this Warrant as the absolute
owner  hereof for the purpose of any exercise hereof or any distribution to
the  Holder,  and  for all other purposes, absent actual notice to the contrary.

   3.       Registration  of Transfers.  The Company shall register the transfer
            --------------------------
of  any  portion of this Warrant in the Warrant Register, upon surrender of this
Warrant,  with the Form of Assignment attached hereto duly completed and signed,
to  the  Company at its address specified herein.  Upon any such registration or
transfer,  a  new Warrant to purchase Common Stock, in substantially the form of
this  Warrant (any such new Warrant, a "NEW WARRANT"), evidencing the portion of
this  Warrant so transferred shall be issued to the transferee and a New Warrant
evidencing  the  remaining  portion  of this Warrant not so transferred, if any,
shall  be  issued to the transferring Holder.  The acceptance of the New Warrant
by  the  transferee thereof shall be deemed the acceptance by such transferee of
all  of  the  rights  and  obligations  of  a  holder  of  a  Warrant.

   4.       Exercise  and  Duration  of  Warrants.
            -------------------------------------
     This  Warrant shall be exercisable by the registered Holder at any time and
from  time  to  time on or after the date hereof to and including the Expiration
Date.  At  6:30  p.m., New York City time on the Expiration Date, the portion of
this  Warrant  not  exercised  prior  thereto shall be and become void and of no
value,  provided,  that  if  the  closing sales price of the Common Stock on the
        --------
Expiration  Date  is  greater  than 102% of the Exercise Price on the Expiration
Date,  then  this Warrant shall be deemed to have been exercised in full (to the
extent not previously exercised) on a "cashless exercise" basis at 6:30 P.M. New
York City time on the Expiration Date. The Company may not call or redeem all or
any  portion  of  this  Warrant without the prior written consent of the Holder.

   5.       Delivery  of  Warrant  Shares.
            -----------------------------

     (a)     To  effect  conversions hereunder, the Holder shall not be required
to  physically  surrender  this  Warrant  unless  the  aggregate  Warrant Shares
represented  by  this  Warrant is being exercised.  Upon delivery of the Form of
Election  to  Purchase to the Company (with the attached Warrant Shares Exercise
Log) at its address for notice set forth herein and upon payment of the Exercise
Price  multiplied  by  the  number  of Warrant Shares that the Holder intends to
purchase hereunder, the Company shall promptly (but in no event later than three
Trading  Days  after the Date of Exercise (as defined herein)) issue and deliver
to the Holder, a certificate for the Warrant Shares issuable upon such exercise,
which,  unless  otherwise  required  by the Purchase Agreement, shall be free of
restrictive  legends.  The  Company  shall,  upon  request  of  the  Holder  and
subsequent  to the date on which a registration statement covering the resale of
the  Warrant  Shares  has been declared effective by the Securities and Exchange
Commission,  use  its  best  efforts  to  deliver  Warrant  Shares  hereunder

                                        2
<PAGE>

electronically  through  the  Depository  Trust  Company  or another established
clearing  corporation  performing  similar  functions,  if  available, provided,
that,  the Company may, but will not be required to change its transfer agent if
its  current transfer agent cannot deliver Warrant Shares electronically through
the  Depository Trust Company.  A "DATE OF EXERCISE" means the date on which the
Holder  shall  have  delivered  to Company: (i) the Form of Election to Purchase
attached  hereto  (with  the Warrant Exercise Log attached to it), appropriately
completed  and duly signed and (ii) if such Holder is not utilizing the cashless
exercise provisions set forth in this Warrant, payment of the Exercise Price for
the  number  of  Warrant  Shares  so  indicated  by  the Holder to be purchased.

     (b)     If  by  the  third Trading Day after a Date of Exercise the Company
fails  to  deliver  the required number of Warrant Shares in the manner required
pursuant  to  Section  5(a), then the Holder will have the right to rescind such
exercise.

     (c)  If by the third Trading Day after a Date of Exercise the Company fails
to deliver the required number of Warrant Shares in the manner required pursuant
to Section 5(a), and if after such third Trading Day and prior to the receipt of
such  Warrant  Shares,  the  Holder  purchases (in an open market transaction or
otherwise)  shares  of  Common Stock to deliver in satisfaction of a sale by the
Holder  of  the  Warrant Shares which the Holder anticipated receiving upon such
exercise  (a "BUY-IN"), then the Company shall (1) pay in cash to the Holder the
amount  by  which  (x)  the  Holder's  total purchase price (including brokerage
commissions, if any) for the shares of Common Stock so purchased exceeds (y) the
amount obtained by multiplying (A) the number of Warrant Shares that the Company
was  required  to deliver to the Holder in connection with the exercise at issue
by  (B)  the closing bid price of the Common Stock at the time of the obligation
giving  rise  to  such  purchase obligation and (2) at the option of the Holder,
either  reinstate  the  portion  of the Warrant and equivalent number of Warrant
Shares  for  which  such  exercise  was not honored or deliver to the Holder the
number  of  shares  of  Common Stock that would have been issued had the Company
timely complied with its exercise and delivery obligations hereunder. The Holder
shall  provide  the Company written notice indicating the amounts payable to the
Holder  in  respect  of  the  Buy-In.

     (d)  The  Company's  obligations  to  issue  and  deliver Warrant Shares in
accordance with the terms hereof are absolute and unconditional, irrespective of
any  action or inaction by the Holder to enforce the same, any waiver or consent
with  respect  to any provision hereof, the recovery of any judgment against any
Person  or  any  action  to  enforce  the  same,  or  any  setoff, counterclaim,
recoupment,  limitation  or  termination, or any breach or alleged breach by the
Holder  or any other Person of any obligation to the Company or any violation or
alleged  violation of law by the Holder or any other Person, and irrespective of
any  other  circumstance  which  might  otherwise  limit  such obligation of the
Company to the Holder in connection with the issuance of Warrant Shares. Nothing
herein shall limit a Holder's right to pursue any other remedies available to it
hereunder,  at  law  or  in  equity  including,  without limitation, a decree of
specific  performance  and/or  injunctive  relief  with respect to the Company's
failure  to timely deliver certificates representing shares of Common Stock upon
exercise  of  the  Warrant  as  required  pursuant  to  the  terms  hereof.


                                        3
<PAGE>


   6.       Charges,  Taxes and Expenses.  Issuance and delivery of certificates
            ----------------------------
for  shares  of Common Stock upon exercise of this Warrant shall be made without
charge  to  the  Holder for any issue or transfer tax, withholding tax, transfer
agent  fee or other incidental tax or expense in respect of the issuance of such
certificates,  all  of  which  taxes  and expenses shall be paid by the Company;
provided,  however,  that the Company shall not be required to pay any tax which
may  be  payable  in respect of any transfer involved in the registration of any
certificates  for  Warrant  Shares  or Warrants in a name other than that of the
Holder.  The  Holder  shall  be responsible for all other tax liability that may
arise  as  a result of holding or transferring this Warrant or receiving Warrant
Shares  upon  exercise  hereof.

   7.       Replacement  of Warrant.  If this Warrant is mutilated, lost, stolen
            -----------------------
or  destroyed,  the  Company  shall  issue or cause to be issued in exchange and
substitution  for  and  upon cancellation hereof, or in lieu of and substitution
for  this  Warrant,  a New Warrant, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or destruction and customary and
reasonable indemnity (which shall not include a surety bond), if requested.
Applicants  for  a  New  Warrant under such circumstances shall also comply with
such  other  reasonable regulations and procedures and pay such other reasonable
third-party  costs  as the Company may prescribe.  If a New Warrant is requested
as  a result of a mutilation of this Warrant, then the Holder shall deliver such
mutilated  Warrant  to  the  Company  as  a condition precedent to the Company's
obligation  to  issue  the  New  Warrant.

   8.       Reservation  of  Warrant Shares.  The Company covenants that it will
            -------------------------------
at  all  times reserve and keep available out of the aggregate of its authorized
but  unissued  and  otherwise unreserved Common Stock, solely for the purpose of
enabling  it  to  issue  Warrant  Shares upon exercise of this Warrant as herein
provided,  the  number of Warrant Shares which are then issuable and deliverable
upon  the  exercise  of  this entire Warrant, free from preemptive rights or any
other  contingent  purchase rights of persons other than the Holder (taking into
account  the  adjustments  and restrictions of Section 9). The Company covenants
                                               ---------
that all Warrant Shares so issuable and deliverable shall, upon issuance and the
payment  of  the  applicable  Exercise  Price  in accordance with the terms
hereof, be duly and validly authorized, issued and fully paid and nonassessable.

   9.       Certain  Adjustments.  The  Exercise  Price  and  number  of Warrant
            --------------------
Shares  issuable  upon  exercise  of this Warrant are subject to adjustment from
time  to  time  as  set  forth  in  this  Section  9.
                                          ----------
     (a)     Stock Dividends and Splits.  If the Company, at any time while this
             --------------------------
Warrant  is  outstanding,  (i)  pays  a  stock  dividend  on its Common Stock or
otherwise  makes a distribution on any class of capital stock that is payable in
shares  of Common Stock, (ii) subdivides outstanding shares of Common Stock into
a  larger number of shares, or (iii) combines outstanding shares of Common Stock
into a smaller number of shares, then in each such case the Exercise Price shall
be multiplied by a fraction of which the numerator shall be the number of shares
of  Common  Stock  outstanding  immediately  before  such event and of which the
denominator  shall  be  the  number  of  shares  of  Common  Stock  outstanding
immediately  after  such  event.  Any  adjustment made pursuant to clause (i) of
this  paragraph shall become effective immediately after the record date for the
determination of stockholders entitled to receive such dividend or distribution,
and  any  adjustment  pursuant  to  clause (ii) or (iii) of this paragraph shall


                                        4
<PAGE>

become  effective  immediately  after  the effective date of such subdivision or
combination.  If  any  event requiring an adjustment under this paragraph occurs
during  the  period  that  an  Exercise  Price is calculated hereunder, then the
calculation  of  such  Exercise Price shall be adjusted appropriately to reflect
such  event.

     (b)     Pro  Rata  Distributions.  If  the  Company, at any time while this
             ------------------------
Warrant is outstanding, distributes to all holders of Common Stock (i) evidences
of  its  indebtedness,  (ii)  any  security (other than a distribution of Common
Stock covered by the preceding paragraph), (iii) rights or warrants to subscribe
for  or  purchase  any  security,  or  (iv)  any  other  asset  (in  each  case,
"DISTRIBUTED  PROPERTY"),  then,  at  the request of any Holder delivered before
the  90th  day  after  the  record  date fixed for determination of stockholders
entitled  to receive such distribution, the Company will deliver to such Holder,
within five Trading Days after such request (or, if later, on the effective date
of such distribution), the Distributed Property that such Holder would have been
entitled  to  receive  in  respect of the Warrant Shares for which such Holder's
Warrant  could  have  been  exercised immediately prior to such record date.  If
such Distributed Property is not delivered to a Holder pursuant to the preceding
sentence,  then  upon  any exercise of the Warrant that occurs after such record
date,  such  Holder  shall  be  entitled  to receive, in addition to the Warrant
Shares  otherwise  issuable  upon such conversion, the Distributed Property that
such  Holder  would  have  been entitled to receive in respect of such number of
Warrant  Shares  had  the  Holder  been the record holder of such Warrant Shares
immediately  prior  to  such  record  date.

     (c)     Fundamental  Transactions.  If,  at  any time while this Warrant is
             -------------------------
outstanding,  (1) the Company effects any merger or consolidation of the Company
with  or  into  another  Person,  (2)  the  Company  effects  any sale of all or
substantially  all of its assets in one or a series of related transactions, (3)
any tender offer or exchange offer (whether by the Company or another Person) is
completed  pursuant  to which holders of Common Stock are permitted to tender or
exchange their shares for other securities, cash or property, or (4) the Company
effects  any  reclassification  of  the  Common  Stock  or  any compulsory share
exchange  pursuant  to  which  the Common Stock is effectively converted into or
exchanged  for  other  securities,  cash  or  property  (in  any  such  case,  a
"FUNDAMENTAL  TRANSACTION"),  then the Holder shall have the right thereafter to
receive,  upon exercise of this Warrant, the same amount and kind of securities,
cash  or  property as it would have been entitled to receive upon the occurrence
of  such  Fundamental  Transaction  if  it  had  been, immediately prior to such
Fundamental  Transaction,  the  holder  of  the  number  of  Warrant Shares then
issuable  upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATION").
For purposes of any such exercise, the determination of the Exercise Price shall
be  appropriately adjusted to apply to such Alternate Consideration based on the
amount  of  Alternate  Consideration  issuable in respect of one share of Common
Stock  in  such  Fundamental  Transaction,  and  the Company shall apportion the
Exercise  Price  among  the  Alternate  Consideration  in  a  reasonable  manner
reflecting  the  relative  value  of  any  different components of the Alternate
Consideration.  If  holders  of  Common  Stock  are  given  any choice as to the
securities,  cash  or property to be received in a Fundamental Transaction, then
the  Holder  shall be given the same choice as to the Alternate Consideration it
receives  upon  any  exercise  of  this  Warrant  following  such  Fundamental
Transaction.  At  the  Holder's option and request, any successor to the Company
or  surviving  entity in such Fundamental Transaction shall, either (1) issue to
the  Holder  a  new  warrant  substantially  in  the  form  of  this Warrant and
consistent  with  the  foregoing provisions and evidencing the Holder's right to
purchase  the  Alternate  Consideration  for  the  aggregate Exercise Price upon
exercise  thereof,  or  (2)  purchase the Warrant from the Holder for a purchase

                                        5
<PAGE>

price,  payable  in  cash  within  five  Trading Days after such request (or, if
later, on the effective date of the Fundamental Transaction), equal to the Black
Scholes  value  of the remaining unexercised portion of this Warrant on the date
of  such  request.  The  terms  of any agreement pursuant to which a Fundamental
Transaction  is  effected  shall  include  terms requiring any such successor or
surviving  entity  to  comply  with  the  provisions  of  this paragraph (c) and
insuring  that  the Warrant (or any such replacement security) will be similarly
adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

     (e)     Number  of  Warrant  Shares.  Simultaneously with any adjustment to
             ---------------------------
the Exercise Price pursuant to paragraphs (a) or (b) of this Section, the number
of  Warrant  Shares that may be purchased upon exercise of this Warrant shall be
increased  or  decreased  proportionately,  so  that  after  such adjustment the
aggregate  Exercise  Price  payable hereunder for the adjusted number of Warrant
Shares  shall  be the same as the aggregate Exercise Price in effect immediately
prior  to  such  adjustment.

     (f)  Calculations.  All  calculations under this Section 9 shall be made to
          ------------                                  ---------
the  nearest  cent or the nearest 1/100th of a share, as applicable.  The number
of shares of Common Stock outstanding at any given time shall not include shares
owned  or  held by or for the account of the Company, and the disposition of any
such  shares  shall  be  considered  an  issue  or  sale  of  Common  Stock.

     (g)  Notice of Adjustments. Upon the occurrence of each adjustment pursuant
         ----------------------
to  this  Section  9,  the  Company  at  its  expense will promptly compute such
          ----------
adjustment  in  accordance  with  the  terms  of  this  Warrant  and  prepare  a
certificate setting forth such adjustment, including a statement of the adjusted
Exercise Price and adjusted number or type of Warrant Shares or other securities
issuable  upon  exercise  of  this  Warrant  (as  applicable),  describing  the
transactions  giving  rise  to  such adjustments and showing in detail the facts
upon  which  such  adjustment  is based.  Upon written request, the Company will
promptly  deliver  a  copy  of  each  such  certificate to the Holder and to the
Company's  Transfer  Agent.

     (h)  Notice  of Corporate Events. If the Company (i) declares a dividend or
          ----------------------------
any  other  distribution of cash, securities or other property in respect of its
Common Stock, including without limitation any granting of rights or warrants to
subscribe  for  or  purchase any capital stock of the Company or any Subsidiary,
(ii) authorizes or approves, enters into any agreement contemplating or solicits
stockholder  approval  for  any  Fundamental Transaction or (iii) authorizes the
voluntary  dissolution, liquidation or winding up of the affairs of the Company,
then  the  Company  shall deliver to the Holder a notice describing the material
terms and conditions of such transaction, at least 20 calendar days prior to the
applicable  record or effective date on which a Person would need to hold Common
Stock  in  order to participate in or vote with respect to such transaction, and
the Company will take all steps reasonably necessary in order to insure that the
Holder is given the practical opportunity to exercise this Warrant prior to such
time so as to participate in or vote with respect to such transaction; provided,
however, that the failure to deliver such notice or any defect therein shall not
affect  the  validity  of  the corporate action required to be described in such
notice.

                                        6
<PAGE>

10.     Payment  of Exercise Price. The Holder may pay the Exercise Price in one
        --------------------------
of  the  following  manners:

     (a)     Cash Exercise.  The Holder may deliver immediately available funds;
             -------------
or

     (b)     Cashless  Exercise.  At  any time after the earlier to occur of the
             ------------------
Effectiveness  Date (as defined in the Registration Rights Agreement (as defined
in  the  Purchase  Agreement))  and  the  date such registration statement filed
pursuant  to  the  Registration  Rights  Agreement  is declared effective by the
Commission,  when  a  registration  statement covering the resale of the Warrant
Shares  and  naming  the  Holder  as  a  selling  stockholder  thereunder or the
prospectus  included  therein,  is  not then effective, the Holder may surrender
this  Warrant  to  the  Company  together with a notice of cashless exercise, in
which  event  the Company shall issue to the Holder the number of Warrant Shares
determined  as  follows:

     X  =  Y  [(A-B)/A]

  where:

     X  =  the  number  of  Warrant  Shares  to  be  issued  to  the  Holder.

     Y  =  the  number  of  Warrant Shares with respect to which this Warrant is
           being  exercised.

     A =  the average of the closing prices for the five Trading Days
          immediately prior  to  (but  not  including)  the  Exercise  Date.

     B  =  the  Exercise  Price.

For  purposes  of Rule 144 promulgated under the Securities Act, it is intended,
understood  and  acknowledged  that  the  Warrant  Shares  issued  in a cashless
exercise  transaction  shall  be deemed to have been acquired by the Holder, and
the  holding period for the Warrant Shares shall be deemed to have commenced, on
the  date  this  Warrant  was  originally  issued.

   11.  Limitation  on Exercise.
        -----------------------

     (a)     Notwithstanding  anything  to  the  contrary  contained herein, the
number  of  shares  of  Common Stock that may be acquired by the Holder upon any
exercise  of  this  Warrant (or otherwise in respect hereof) shall be limited to
the  extent  necessary  to  insure  that,  following  such  exercise  (or  other
issuance), the total number of shares of Common Stock then beneficially owned by
such  Holder and its Affiliates and any other Persons whose beneficial ownership
of  Common  Stock  would be aggregated with the Holder's for purposes of Section
13(d)  of the Exchange Act, does not exceed 4.999% of the total number of issued
and outstanding shares of Common Stock (including for such purpose the shares of
Common  Stock  issuable  upon  such  exercise).  For  such  purposes, beneficial
ownership  shall  be determined in accordance with Section 13(d) of the Exchange
Act  and  the rules and regulations promulgated thereunder.  Each delivery of an
Exercise Notice hereunder will constitute a representation by the Holder that it
has  evaluated  the  limitation  set forth in this paragraph and determined that
issuance  of the full number of Warrant Shares requested in such Exercise Notice
is permitted under this paragraph.  By written notice to the Company, the Holder


                                        7
<PAGE>

may  waive  the  provisions  of this Section but (i) any such waiver will not be
effective  until the 61st day after such notice is delivered to the Company, and
(ii)  any  such waiver will apply only to the Holder and not to any other holder
of  Warrants.  This  provision shall not restrict the number of shares of Common
Stock  which  a Holder may receive or beneficially own in order to determine the
amount  of securities or other consideration that such Holder may receive in the
event  of  a  merger or other business combination or reclassification involving
the  Company  as  contemplated  in  Section  9  of  this  Warrant.

     (b)     Notwithstanding  anything  to  the  contrary  contained herein, the
number  of  shares  of  Common Stock that may be acquired by the Holder upon any
exercise  of  this  Warrant (or otherwise in respect hereof) shall be limited to
the  extent  necessary  to  insure  that,  following  such  exercise  (or  other
issuance), the total number of shares of Common Stock then beneficially owned by
such  Holder and its Affiliates and any other Persons whose beneficial ownership
of  Common  Stock  would be aggregated with the Holder's for purposes of Section
13(d)  of the Exchange Act, does not exceed 9.999% of the total number of issued
and outstanding shares of Common Stock (including for such purpose the shares of
Common  Stock  issuable  upon  such  exercise).  For  such  purposes, beneficial
ownership  shall  be determined in accordance with Section 13(d) of the Exchange
Act  and  the rules and regulations promulgated thereunder.  Each delivery of an
Exercise Notice hereunder will constitute a representation by the Holder that it
has  evaluated  the  limitation  set forth in this paragraph and determined that
issuance  of the full number of Warrant Shares requested in such Exercise Notice
is  permitted  under  this  paragraph.    This  provision shall not restrict the
number  of shares of Common Stock which a Holder may receive or beneficially own
in  order to determine the amount of securities or other consideration that such
Holder  may  receive  in  the event of a merger or other business combination or
reclassification  involving  the  Company  as  contemplated in Section 9 of this
Warrant.

   12.  No  Fractional  Shares.  No  fractional shares of Warrant Shares will be
        ----------------------
issued  in  connection  with  any  exercise  of  this  Warrant.  In  lieu of any
fractional shares which would, otherwise be issuable, the Company shall pay cash
equal  to  the  product of such fraction multiplied by the closing price of
one  Common  Stock  as  reported  on the Trading Market on the date of exercise.

   13.  Notices.  Any  and  all  notices  or  other communications or deliveries
        -------
hereunder (including without limitation any Exercise Notice) shall be in writing
and  shall be deemed given and effective on the earliest of (i) the date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  number  specified  in  this Section prior to 6:30 p.m. (New York City
time)  on  a  Trading  Day,  (ii)  the  next  Trading  Day  after  the  date  of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile number specified in this Section on a day that is not a Trading Day or
later  than 6:30 p.m. (New York City time) on any Trading Day, (iii) the Trading
Day  following  the  date of mailing, if sent by nationally recognized overnight
courier service, or (iv) upon actual receipt by the party to whom such notice is
required  to  be given.  The addresses for such communications shall be:  (i) if
to the Company, to Electric Fuel Corporation, 632 Broadway, Suite 301, New York,
NY  10012;  Facsimile  No.:  (212)  529-5800, Attn.: Chief Financial Officer and

                                        8
<PAGE>


General  Counsel, with a copy to Electric Fuel (E.F.L.) Ltd., Western Industrial
Zone,  Beit  Shemesh  99000,  Israel,  Facsimile No.: 011-972-2-990-6688, Attn.:
Chief  Financial  Officer  and  General Counsel or (ii) if to the Holder, to the
address  or  facsimile  number  appearing  on the Warrant Register or such other
address  or  facsimile  number  as  the  Holder  may  provide  to the Company in
accordance  with  this  Section.

   14.  Warrant  Agent.  The  Company  shall  serve  as warrant agent under this
        --------------
Warrant.  Upon  30  days'  notice  to  the Holder, the Company may appoint a new
warrant  agent.  Any corporation into which the Company or any new warrant agent
may  be  merged or any corporation resulting from any consolidation to which the
Company  or  any  new warrant agent shall be a party or any corporation to which
the  Company  or  any  new  warrant  agent  transfers  substantially  all of its
corporate  trust  or shareholders services business shall be a successor warrant
agent  under  this  Warrant without any further act.  Any such successor warrant
agent  shall  promptly  cause  notice  of  its succession as warrant agent to be
mailed (by first class mail, postage prepaid) to the Holder at the Holder's last
address  as  shown  on  the  Warrant  Register.

   15.  Miscellaneous.
        --------------

     (a)     This  Warrant  shall  be binding on and inure to the benefit of the
parties  hereto  and  their  respective  successors and assigns.  Subject to the
preceding  sentence,  nothing  in this Warrant shall be construed to give to any
Person  other  than  the  Company  and  the Holder any legal or equitable right,
remedy  or cause of action under this Warrant.  This Warrant may be amended only
in  writing  signed  by  the  Company  and  the  Holder and their successors and
assigns.

     (b)     All  questions  concerning  the construction, validity, enforcement
and  interpretation  of  this  Warrant  shall  be  governed by and construed and
enforced  in accordance with the internal laws of the State of New York, without
regard  to  the  principles of conflict of laws thereof.  Each party agrees that
all legal proceedings concerning the interpretations, enforcement and defense of
the  transactions  contemplated by this Warrant (whether brought against a party
hereto  or  its  respective  affiliates,  directors,  officers,  shareholders,
employees  or agents) shall be commenced in the state and federal courts sitting
in  the  City  of  New  York,  Borough  of  Manhattan.  Each party hereto hereby
irrevocably  submits  to  the  exclusive  jurisdiction  of the state and federal
courts  sitting  in  the  City  of  New  York,  Borough  of  Manhattan  for  the
adjudication  of  any  dispute  hereunder  or in connection herewith or with any
transaction  contemplated  hereby or discussed herein (including with respect to
the  enforcement of this Warrant), and hereby irrevocably waives, and agrees not
to assert in any suit, action or proceeding, any claim that it is not personally
subject  to  the  jurisdiction  of  any such court, or that such suit, action or
proceeding  has been commenced in an improper or inconvenient forum.  Each party
hereto  hereby  irrevocably  waives  personal service of process and consents to
process  being  served  in any such suit, action or proceeding by mailing a copy
thereof via registered or certified mail or overnight delivery (with evidence of
delivery)  to  such  party at the address in effect for notices to it under this
Warrant  and  agrees  that  such  service  shall  constitute good and sufficient
service of process and notice thereof.  Nothing contained herein shall be deemed
to  limit  in any way any right to serve process in any manner permitted by law.
Each  party  hereto  (including  its affiliates, agents, officers, directors and
employees)  hereby  irrevocably  waives,  to  the  fullest  extent  permitted by

                                        9
<PAGE>


applicable  law,  any  and  all  right  to trial by jury in any legal proceeding
arising  out  of  or  relating  to this Warrant or the transactions contemplated
hereby.  If  either  party shall commence an action or proceeding to enforce any
provisions  of  this  Warrant,  then  the  prevailing  party  in  such action or
proceeding  shall  be reimbursed by the other party for its reasonable attorneys
fees  and  other  actual  costs  and  expenses  incurred with the investigation,
preparation  and  prosecution  of  such  action  or  proceeding.

     (c)  The headings herein are for convenience only, do not constitute a part
of this Warrant and shall not be deemed to limit or affect any of the provisions
hereof.

     (d)     In  case any one or more of the provisions of this Warrant shall be
invalid  or unenforceable in any respect, the validity and enforceability of the
remaining  terms and provisions of this Warrant shall not in any way be affected
or  impaired  thereby and the parties will attempt in good faith to agree upon a
valid  and  enforceable  provision  which  shall  be  a  commercially reasonable
substitute  therefor,  and  upon  so agreeing, shall incorporate such substitute
provision  in  this  Warrant.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,
                             SIGNATURE PAGE FOLLOWS]








                                       10
<PAGE>

     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
by  its  authorized  officer  as  of  the  date  first  indicated  above.

                         ELECTRIC  FUEL  CORPORATION

                         By:
                             ----------------------------------
                         Name:
                         Title:










                                       11
<PAGE>


                          FORM OF ELECTION TO PURCHASE

To  Electric  Fuel  Corporation:

          The  undersigned  hereby irrevocably elects to purchase  _____________
shares  of common stock, $0.01 par value per share, of Electric Fuel Corporation
("COMMON  STOCK"),  pursuant to Warrant No. [  ], original issued [ ], 2002 (the
"WARRANT"),  and,  if  such  Holder  is  not  utilizing  the  cashless  exercise
provisions  set  forth  in  the  Warrant,  encloses  herewith $________ in cash,
certified or official bank check or checks or other immediately available funds,
which  sum  represents  the aggregate Exercise Price (as defined in the Warrant)
for  the  number  of  shares  of  Common Stock to which this Form of Election to
Purchase  relates, together with any applicable taxes payable by the undersigned
pursuant  to  the  Warrant.

     By  its  delivery  of  this  Form  of Election To Purchase, the undersigned
represents  and  warrants  to  the Company that in giving effect to the exercise
evidenced hereby the Holder will not beneficially own in excess of the number of
shares  of  Common  Stock  (determined  in  accordance with Section 13(d) of the
Securities  Exchange Act of 1934) permitted to be owned under Section 11 of this
Warrant  to  which  this  notice  relates.

     The  undersigned  requests that certificates for the shares of Common Stock
issuable  upon  this  exercise  be  issued  in  the  name  of

                                PLEASE  INSERT  SOCIAL  SECURITY  OR
                               TAX  IDENTIFICATION  NUMBER


                         (Please print name and address)


                                       12
<PAGE>
<TABLE>
<CAPTION>





Date     Number  of  Warrant         Number of Warrant Shares   Number of Warrant Shares
         Shares  Available  to       Exercised                  Remaining to
         be  Exercised                                          be Exercised
------  -------------------------- --------------------------- -------------------------
<S>             <C>                     <C>                        <C>















</TABLE>

                                       13
<PAGE>


                               FORM OF ASSIGNMENT

     [To  be  completed  and  signed  only  upon  transfer  of  Warrant]

     FOR  VALUE  RECEIVED,  the  undersigned hereby sells, assigns and transfers
unto  ________________________________  the  right  represented  by  the  within
Warrant  to  purchase  ____________  shares  of  Common  Stock  of Electric Fuel
Corporation  to  which  the within Warrant relates and appoints ________________
attorney  to  transfer said right on the books of Electric Fuel Corporation with
full  power  of  substitution  in  the  premises.


Dated:     _______________,  ____

                              _______________________________________
                              (Signature must conform in all respects to name of
                              holder  as  specified  on  the
                              face  of  the  Warrant)


                              _______________________________________
                              Address  of  Transferee

                              _______________________________________

                              _______________________________________




In  the  presence  of:
__________________________



                                       14
<PAGE>