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FORM 20-F/A (Amendment No. 2)

SECURITIES AND
EXCHANGE COMMISSION WASHINGTON, D.C. 20549

|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, 2005;
| | --------------------------------------------

OR

|o | TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

| | For
the transition period from __________ to ___________
| | --------------------------------------------------------

|                                            |                                  
|------------------------------------------- | ---------------------------------
|
|
|
|
|For the fiscal year ended December 31, 2005 | Commission File Number: 000-27974

CIMATRON 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)

11 Gush Etzion St.,
Givat Shmuel 54030, Israel(Address of principal
executive offices)

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Securities registered or to be registered pursuant to Section 12(b) of the Act:None
Securities registered or to be registered pursuant to Section 12(g) of the Act:
Ordinary Shares, nominal value 0.10 New Israeli Shekel per share(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:None(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:

8,001,270 Ordinary
Shares

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 which
financial statements the registrant has elected to follow:

Item 17 o          Item 18 x



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EXPLANATORY NOTE

This
Amendment No. 2 to the Annual Report on Form 20-F of Cimatron Ltd. (Cimatron)
for the fiscal year ended December 31, 2005 (the Annual Report) is
being filed with the Securities and Exchange Commission (the Commission)
for the following sole purpose:

In order to provide, in Exhibits 12.1
and 12.2 to the Annual Report, the required certification language pursuant to Rule 13a-14
or Rule 15d-14 under the Securities Exchange Act of 1934 concerning the certifying
officers responsibility for designing, establishing and maintaining internal control
over financial reporting, both in the introductory language in paragraph 4 of such
certifications and in paragraph 4(b) thereof. Such language was not required to be
included in the text of Exhibits 12.1 and 12.2 of the Annual Report, as of its original
filing date with the Commission on June 29, 2006, and was subsequently inadvertently
omitted from Exhibits 12.1 and 12.2 to Amendment No. 1 to the Annual Report, filed with
the Commission on July 14, 2008.

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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 Amendment No. 2 to the annual report on its
behalf.

| |  | CIMATRON LTD.By: /s/ Dan Haran
Dan HaranPresident and Chief Executive Officer
| |  | -------------------------------------------------------------------------------------------

Date: December 22, 2008

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