---

---

SECURITIES AND EXCHANGE COMMISSIONWashington D.C. 20549FORM 20-F/A

Amendment No. 1

|                                                      |                                                                                                 
|----------------------------------------------------- | ------------------------------------------------------------------------------------------------
|o                                                     | REGISTRATION
 STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF
 1934
|                                                     
|OR                                                   
|                                                     
|x                                                     | ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934           
|For the fiscal year ended December 31, 2008          
|                                                     
|OR                                                   
|                                                     
|o                                                     | TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934       
|For the transition period from _________ to _________
|                                                     
|OR                                                   
|                                                     
|o                                                     | SHELL
 COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
 OF 1934   
|                                                     
|                                                      | Date of event requiring this shell company report __________________                            

|                                                                          
|--------------------------------------------------------------------------
|Commission file number: 0-15375                                           
|                                                                          
|RADA
 ELECTRONIC INDUSTRIES LTD.                                          
|(Exact Name of
 Registrant as Specified in Its Charter                    
|and Translation of Registrants
 Name Into English)                       
|                                                                          
|Israel                                                                    
|(Jurisdiction of
 Incorporation or Organization)                          
|                                                                          
|7 Giborei Israel Street, Netanya 42504, Israel                            
|(Address of Principal
 Executive Offices)                                 
|                                                                          
|Shiri
 Lazarovich, CFO, +972 9 892 1122 [phone], + 972 9 885 5885 [fax]   
|7 Giborei
 Israel Street, Netanya 42504, Israel                           
|(Name, telephone,
 facsimile number and address of company contact person)

Securities registered or to be registered pursuant to
Section 12(b) of the Act:

|                                      |  |                                           
|------------------------------------- |  | ------------------------------------------
|Title of each class                   |  | Name of each exchange
 on which registered
|                                      |  |                                           
|Ordinary
 Shares, NIS 0.015 Par Value |  | NASDAQ
 Capital Market                    

Securities registered or to be registered pursuant to
Section 12(g) of the Act: None

Securities for which there is a reporting obligation
pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of
the issuers classes of capital or common stock as of the close of the period
covered by the annual report:

Ordinary
Shares, par value NIS 0.015 per share8,858,553(As of December 31, 2008)

---

---



Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o          No x

If this report is an annual or transition report,
indicate by check mark if the registrant is not required to file reports pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes o          No x

Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

Yes x          No o

Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, or a non-accelerated filer. See
definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated
filer o
    Accelerated filer o
    Non-accelerated filer x

Indicate by check mark which basis of accounting the
registrant has used to prepare the financial statements included in this
filing:

|            |                                                                                                           |        
|----------- | --------------------------------------------------------------------------------------------------------- | -------
|U.S. GAAP x | International
 Financial Reporting Standards as issued
 by the International Accounting Standards Board o | Other o

If Other has
been checked in response to the previous question, indicate by check mark which
financial statement item the registrant has elected to follow:

Item 17 o          Item 18 o

If this is an annual report, indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).

Yes o          No x

This Report on Form 20-F is incorporated by reference
into our Form F-3 Registration Statements File Nos. 333-12074, 333-115598,
333-117954, and 333-150197, and our Form S-8 Registration Statements File Nos.
333-111437 and 333-12844.

---

---



# EXPLANATORY NOTE

This Amendment No. 1 to our Annual
Report on Form 20-F for the year ended December 31, 2008, or Amendment No. 1, amends our
Annual Report on Form 20-F for the year ended December 31, 2008 initially filed with the
Securities and Exchange Commission on April 1, 2009. The Form 20-F for the year ended
December 31, 2008 is hereby amended to correct typographical errors in Exhibit 13.1 and
Exhibit 13.2, and this Amendment No. 1 amends those exhibits.

Other than the foregoing exhibits, no
part of the Annual Report on 20-F for the year ended December 31, 2008 is being amended.
This Amendment No. 1 does not reflect events occurring after the filing of the Form 20-F
and does not modify or update the disclosures therein in any way other than as required to
reflect the amendments described above.

1

---

---



S I G N A T U R E S

The
registrant hereby certifies that it meets all of the requirements for filing on
Form 20-F/A and that it has duly caused and authorized the undersigned to sign this
amended annual report on its behalf.

| |  | RADA ELECTRONIC INDUSTRIES LTD.By: /s/ Zvi Alon
Zvi AlonChief Executive Officer
| |  | ---------------------------------------------------------------------------------------------

Dated: April 2, 2009

2

---

---