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SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 20-F/AAmendment No. 1

ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934For the
fiscal year ended December 31, 2004Commission File No. 0-11456



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ELRON ELECTRONIC INDUSTRIES LTD.(Exact name of Registrant as specified in its charter and translation of
Registrants name into English)

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ISRAEL(Jurisdiction of incorporation or organization)

3
Azrieli Center, 42nd Floor, Tel-Aviv, Israel 67023
(Address of principal executive offices)



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

Not
Applicable
(Title of Class)

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

Ordinary
Shares, nominal value 0.003 New Israeli Shekels per share
(Title of Class)

Securities for which there is a reporting obligation
pursuant to Section 15(d) of the Act:

Ordinary
Shares, nominal value 0.003 New Israeli Shekels per share(Title of Class)



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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: 29,414, 424

Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 of 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:     YesþNo   o

Indicate
by check mark which financial statements the registrant has elected to follow:

Item
17   oItem 18   
þ

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EXPLANATORY
NOTE

This Form 20-F/A is being filed solely to amend the
Annual Report on Form 20-F for the fiscal year ended December 31, 2004, filed
by Elron Electronic Industries Ltd. (the Registrant) on July 13, 2005, (the
Form 20-F), in the following ways:

|  |                                                                                                                                                                                                                                                                                                                                       
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | to include an additional Report of Independent Auditors relating
        to the consolidated financial statements of ChipX (Israel) Limited (former
        name: Chip Express (Israel) Ltd.) a subsidiary of ChipX Corporation (former
        name: Chip Express Corporation), as of December 31, 2004, in this Form
        20-F/A;
|  |                                                                                                                                                                                                                                                                                                                                       
| | to include an additional Report of Independent
  Auditors relating to the consolidated financial statements of Galil Medical
  Ltd., as of December 31, 2002, in this Form 20-F/A; and.                                                                                                                                               
|  |                                                                                                                                                                                                                                                                                                                                       
| | to include an additional Report of Independent Auditors relating
        to the consolidated financial statements of Sela Semiconductor Engineering
        Laboratories Ltd., as of December 31, 2002, in this Form 20-F/A                                                                                                           

Except for the above amendments, no changes have been
made to the financial statements of the Registrant as contained in the Form
20-F, and the balance of Item 18 of the Form 20-F is hereby incorporated by
reference.

This Form 20-F/A consists of a cover page, this
explanatory note, Item 18 (as amended) of the Form 20-F, the Reports of
Independent Auditors described herein, required Auditor consents, the signature
page and the required certifications of the principal executive officer and
principal financial officer of the Registrant.

Other than as expressly set forth above, this Form
20-F/A does not, and does not purport to, amend, update or restate the
information in the Form 20-F or reflect any events that have occurred after the
Form 20-F was filed.

2

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PART
III

ITEM 18.
FINANCIAL STATEMENTS.

The
  Report of Independent Auditors relating to the consolidated financial statements
  of ChipX (Israel) Limited (former name: Chip Express (Israel) Ltd.) as of December
  31, 2004 and the Reports of Independent Auditors relating to the consolidated
  financial statements of Galil Medical Ltd. and Sela Semiconductor Engineering
  Laboratories Ltd. as of December 31, 2002 follow the signature page of this
  Form 20-F/A.

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SIGNATURE

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 amendment to Annual Report on its behalf.

|                                                                                                                                              |        |                                         
|--------------------------------------------------------------------------------------------------------------------------------------------- | ------ | ----------------------------------------
|Dated: March 16, 2006                 
                               
                              ELRON
        ELECTRONIC INDUSTRIES LTD.
|                                                                                                                                              |        |                                         
|                                                                                                                                              | By:    | /s/ Doron Birger                        
|                                                                                                                                              |        |                                         
|                                                                                                                                              | Name:  | Doron Birger                            
|                                                                                                                                              | Title: | President & Chief Executive Officer     
|                                                                                                                                              |        |                                         
|                                                                                                                                              | By:    | /s/ Rinat Remler                        
|                                                                                                                                              |        |                                         
|                                                                                                                                              | Name:  | Rinat Remler                            
|                                                                                                                                              | Title: | Vice President & Chief Financial Officer

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|REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|---------------------------------------------------------------





To
  the Shareholders of

ChipX
  (Israel) Limited.





We
  have audited the accompanying balance sheets of ChipX (Israel) Limited. (former
  name: Chip Express (Israel) Ltd.) (the "Company") as of December 31, 2004 and
  2003, and the related statements of operations, changes in shareholders
  equity and cash flows for the two years in the period ended December 31, 2004.
  These financial statements are the responsibility of the Companys management.
  Our responsibility is to express an opinion on these financial statements based
  on our audits.



We
  conducted our audits in accordance with the standards of the Public Company
  Accounting Oversight Board (United States). Those standards require that we
  plan and perform the audit to obtain reasonable assurance about whether the
  financial statements are free of material misstatement. We were not engaged
  to perform an audit of the Companys internal control over financial reporting.
  Our audit included consideration of internal control over financial reporting
  as a basis for designing audit procedures that are appropriate in the circumstances,
  but not for the purpose of expressing an opinion on the effectiveness of the
  Companys internal control over financial reporting. Accordingly, we express
  no such opinion. An audit also includes examining, on a test basis, evidence
  supporting the amounts and disclosures in the financial statements, assessing
  the accounting principles used and significant estimates made by management,
  and evaluating the overall financial statement presentation. We believe that
  our audits and the reports of other auditors provide a reasonable basis for
  our opinion.



In
  our opinion the financial statements referred to above present fairly, in all
  material respects, the financial position of the Company as of December 31,
  2004 and 2003, and the results of its operations and its cash flows for the
  two years in the period ended December 31, 2004, in conformity with U.S. generally
  accepted accounting principles.









|Haifa,
        Israel    | KOST
        FORER GABBAY & KASIERER    
|------------------------ | ----------------------------------------
|January
        30, 2005 | A
        Member of Ernst & Young Global

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REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders ofGalil Medical Ltd.

We
have audited the accompanying consolidated statement of operations, changes in
shareholders equity and cash flows of Galil Medical Ltd. (the Company) and
its subsidiaries for the year ended December 31, 2002. These financial
statements are the responsibility of the Companys management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In
our opinion the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated results of the Company and
its subsidiaries operations and their cash flows for the year ended December
31, 2002, in conformity with U.S. generally accepted accounting principles.

The
Company has restated its financial statements for the year ended December 31,
2000, in order to reflect premature revenue recognition, regarding certain
sales during the year, as indicated in Note 3, a change with which we concur.

The
Companys ability to continue to operate is dependent upon its ability to raise
additional capital until profitability is achieved, see also Note 1d.

|                  |                                   
|----------------- | ----------------------------------
|Tel-Aviv, Israel  | KOST FORER &
  GABBAY             
|February 26, 2003 | A Member of Ernst &
  Young Global

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REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders ofSELA SEMICONDUCTOR ENGINEERING LABORATORIES LTD.

We
have audited the accompanying consolidated statement of operations, changes in
shareholders equity and cash flows of Sela Semiconductor Engineering
Laboratories Ltd. (the Company) and its subsidiary for the year ended
December 31, 2002. These financial statements are the responsibility of the
Companys management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.

We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

In
our opinion the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated results of the Companys
operations and its cash flows for the year ended December 31, 2002, in
conformity with U.S. generally accepted accounting principles.

|              |                                   
|------------- | ----------------------------------
|Haifa, Israel | KOST FORER & GABBAY               
|March 2, 2003 | A Member of Ernst &
  Young Global

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Exhibit
Index

|     |                                                                                                                                                                
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|12.1 | Certification of Chief
  Executive Officer or Equivalent Person Pursuant to Rule 13a-14(a) or
  15d-14(a) of the Securities Exchange Act of 1934.              
|     |                                                                                                                                                                
|12.2 | Certification of Chief
  Financial Officer or Equivalent Person Pursuant to Rule 13a-14(a) or
  15d-14(a) of the Securities Exchange Act of 1934.              
|     |                                                                                                                                                                
|14.1 | Consent of Kost Forer Gabbay & Kasierer,
        a member of Ernst & Young Global, for ChipX (Israel) Limited (former
        name: Chip Express (Israel) Ltd.)
|     |                                                                                                                                                                
|14.2 | Consent of Kost Forer
  Gabbay & Kasierer, a member of Ernst & Young Global, for Galil
  Medical Ltd.                                                          
|     |                                                                                                                                                                
|14.3 | Consent of Kost Forer Gabbay & Kasierer,
        a member of Ernst & Young Global, for Sela Semiconductor Engineering
        Laboratories Ltd.                

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