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# UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 20-F/A
Amendment No. (1)

# ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES
EXCHANGE ACT OF (1934)

# For the fiscal year
ended December 31, 2008

# Commission 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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Rinat Remler, Telephone:
(972) 3-607-5555, Facsimile: (972) 3-607-5556
3 Azrieli Center, 42nd
Floor, Tel-Aviv, Israel 67023
(Name, Telephone, E-Mail and/or 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
Ordinary
shares, nominal value 0.003 New Israeli Shekels per share

Name of each
exchange on which registered
Nasdaq Global Select
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

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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. 29,650,017

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



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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):

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

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

US
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



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# EXPLANATORY NOTE

This Form 20-F/A is being filed by
Elron Electronic Industries Ltd. (the Registrant) solely for the purpose of
filing Exhibits 4.4, 4.5, 4.6 and 4.7 (the Exhibits) to the Registrants
Annual Report on Form 20-F for the fiscal year ended December 31, 2008 (the Form
20-F) filed with the Securities and Exchange Commission on June 29, 2009.
Accordingly, this Form 20-F/A also includes Item 19 to the Form 20-F, in which the list of
exhibits to the Form 20-F has been amended to reflect the filing of the Exhibits.

This Form 20-F/A consists of a cover
page, this explanatory note, Item 19 (as amended) of the Form 20-F, the signature page,
the Exhibits 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.

# PART III

|Item 19. |  | Exhibits
|-------- |  | --------

|Exhibit No. | Exhibit                                                                                                                                                                                                                                                                                                                                                                                               
|----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|
|
|
|1.1         | Articles of Association (English translation), consolidated version including amendments approved by
the Companys shareholders on December 28, 2006, incorporated by reference to Exhibit 1.1 to the
Companys Annual Report on Form 20-F for the year ended December 31, 2006, filed with SEC on June 27,
2007.                                                                                     
|1.2         | Memorandum of Association of Elron Electronic Industries Ltd., incorporated by reference to
Exhibit 1.2 to the Companys Annual Report on Form 20-F for the year ended December 31, 2000, filed
with the SEC on June 8, 2001.                                                                                                                                                                         
|4.1         | Services Agreement dated as of March 19, 2009 by and between the registrant and Discount Investment
Corporation Ltd., incorporated by reference to Exhibit 99.2 to Form 6-K, filed with the SEC on March
24, 2009.                                                                                                                                                                                    
|4.2         | Joint Venture Agreement, dated as of April 1993, among Discount Investment Corporation Ltd., PEC
Israel Economic Corporation, Rafael Armament Development Authority Ltd. and Galram Technology
Industries Limited (Joint Venture Agreement), incorporated by reference to Exhibit 10.4 to
Amendment No. 5 to the Companys Registration Statement on Form F-4, filed with the SEC on March 14,
2002.
|4.3         | Amendment to Joint Venture Agreement, dated December 30, 2007, incorporated by reference to Exhibit
4.2 to the Companys Annual Report on Form 20-F for the year ended December 31, 2007 filed with the
SEC on June 30, 2008.                                                                                                                                                                         
|4.4         | Credit Agreement dated May 15, 2008 with Israel Discount Bank Ltd., as amended (English summary).**                                                                                                                                                                                                                                                                                                   
|4.5         | Loan Agreement dated October 30, 2008 with Discount Investment Corporation Ltd. (Translation to
English).**                                                                                                                                                                                                                                                                                           
|4.6         | Loan Agreement dated January 15, 2009 with Discount Investment Corporation Ltd (Translation to
English).**                                                                                                                                                                                                                                                                                            
|4.7         | Loan Agreement dated June 15, 2009 with Discount Investment Corporation Ltd (Translation to
English).**                                                                                                                                                                                                                                                                                               
|8.1         | List of subsidiaries.                                                                                                                                                                                                                                                                                                                                                                                 
|11.1        | Code of Ethics, incorporated by reference to Exhibit 11.1 to the Companys Annual Report on
Form 20-F, filed with the SEC on June 29, 2004.                                                                                                                                                                                                                                                           
|12.1        | Certification of the co-Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.                                                                                                                                                                                                                                                                                            
|12.2        | Certification of the co-Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.                                                                                                                                                                                                                                                                                            
|12.3        | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.                                                                                                                                                                                                                                                                                               
|13.1        | Certification of the co-Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.*                                                                                                                                                                                                                                                                                           
|13.2        | Certification of the co-Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.*                                                                                                                                                                                                                                                                                           
|13.3        | Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.*                                                                                                                                                                                                                                                                                              
|15.1        | Consent of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, for Elron Electronic
Industries Ltd., dated June 25, 2009.                                                                                                                                                                                                                                                                 
|15.2        | Consent of Somekh Chaikin, a member firm of KPMG International, for Given Imaging Ltd., dated
June 25, 2009.                                                                                                                                                                                                                                                                                          
|15.3        | Consent of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, for NetVision Ltd., dated
June 24, 2009.                                                                                                                                                                                                                                                                                   

|* | This
document is being furnished in accordance with SEC Release No. 33-8212 and 34-47551.
|- | -----------------------------------------------------------------------------------------

|** | Filed
herewith.
|-- | ---------------



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SIGNATURES

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

|Dated December 2, 2009 |  | ELRON ELECTRONIC INDUSTRIES LTD.By: /s/ Ari Bronshtein
Ari BronshteinCo-Chief Executive Officer
|---------------------- |  | -------------------------------------------------------------------------------------------------------------
|                       |  | By:   /s/ Zvi Slovin
Zvi SlovinCo-Chief Executive Officer                                      
|                       |  | By: /s/ Rinat Remler
Rinat RemlerVice President & Chief Financial Officer                      



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