SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 20-F/A

Amendment No.2



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

For the fiscal year ended December 31, 2002

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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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:29,180,970

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:Yes x No o

Indicate by check mark which financial statements the registrant has elected to follow:Item 17oItem 18x






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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, 2002, filed by Elron Electronic Industries Ltd. (the Registrant) on June 30, 2003, as amended July 21, 2003 (the Form 20-F), in the following ways:

| |  | to replace the  Report of Independent Auditors relating to the consolidated financial statements of A.M.T Advanced Metal Technologies Ltd. as of December 31, 2002, with the Report of Independent Auditors included in this Form 20-F/A;
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| |  | to include an additional Report of Independent Auditors relating to the consolidated financial statements of Chip Express (Israel) Limited, a subsidiary of Chip Express Corporation, as of December 31, 2002, in this Form 20-F/A;
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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.

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PART III

| | ITEM 18. | FINANCIAL STATEMENTS.
| | -------- | ---------------------

The Report of Independent Auditors relating to the consolidated financial statements of A.M.T Advanced Metal Technologies Ltd. as of December 31, 2002 and the Report of Independent Auditors relating to the consolidated financial statements of Chip Express (Israel) Limited 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 8, 2004 | ELRON ELECTRONIC INDUSTRIES LTD.
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|                     |                                 
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|                     |                                 



| |  |  |  | By:    | /s/ Tal Raz                             
| |  |  |  | ------ | ----------------------------------------
| |  |  |  | Name:  | Tal Raz                                 
| |  |  |  | Title: | Vice President & Chief Financial Officer



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TO
  THE SHAREHOLDERS OFA.M.T. ADVANCED METAL TECHNOLOGIES LTD.INDEPENDENT AUDITORS REPORT



We have audited the
  accompanying consolidated balance sheets of A.M.T. Advanced MetalTechnologies Ltd.(the
  Company) as of December 31, 2002 and 2001 and the related consolidated
  statements of operations, changes in shareholders deficiency and cash
  flows for the years then ended. These financial statements are the responsibility
  of the Companys Board of Directors and management. Our responsibility
  is to express an opinion on these financial statements based on our audits.

We conducted our audits
  in accordance with auditing standards generally accepted in the United States
  of America. 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 the
  board of directors and management, as well as evaluating the overall financial
  statement presentation. We believe that our audits provide a reasonable basis
  for our opinion.

In our opinion, the
  above-mentioned consolidated financial statements present fairly, in all material
  respects, the consolidated financial position of the Company at December 31,
  2002 and 2001 and the results of its operations, changes in shareholders
  deficiency and cash flows for the years then ended in conformity with accounting
  principles generally accepted in the United States of America.



|/s/ Brightman Almagor & Co                                                                      |  |  | 
|----------------------------------------------------------------------------------------------- |  |  | 
|                                                                                                |  |  | 
|Brightman Almagor
        & Co.Certified Public AccountantsA member of Deloitte Touche Tohmatsu |  |  | 



Tel-Aviv, March 3,
  2003



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REPORT
  OF INDEPENDENT AUDITORS

TO
  THE SHAREHOLDERS OF

CHIP
  EXPRESS (ISRAEL) LTD.



We
  have audited the accompanying balance sheets of Chip Express (Israel) Ltd. (the
  Company) as of December 31, 2002 and 2001, and the related statements
  of operations, changes in shareholders deficiency, and cash flows, for
  each of the three years in the period 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 audits.

We
  conducted our audits in accordance with generally accepted auditing standards
  in the 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 the management, as well as evaluating the overall financial statements
  presentation. We believe that our audits 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,
  2002 and 2001 and the results of its operations and cash flows for each of the
  three years in the period ended December 31, 2002 in conformity with generally
  accepted accounting principles in the United States.

| |  |  |                                                           
| |  |  | ----------------------------------------------------------
| |  |  | /s/ KOST FORER & GABBAY                                   
| |  |  | KOST FORER & GABBAYA member of Ernst & Young International

February 9, 2003Haifa, Israel

Kost
  Forer & Gabbay is a member practice 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 Brightman
        Almagor & Co., a member of Deloitte Touche Tohmatsu, for A.M.T. Advanced
        Metal Technologies Ltd.
|---- | -------------------------------------------------------------------------------------------------------------------------------------

| | 
| | 

|14.2 | Consent of Kost
        Forer & Gabbay, a member of Ernst & Young Global, for Chip Express
        (Israel) Ltd.
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