---

---

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

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)

---

Israel(Jurisdiction of
incorporation or organization)

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

---

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)

---

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



---

---

EXPLANATORY NOTE

This
Amendment No. 1 to the Annual Report on Form 20-F of Cimatron Ltd. (Cimatron)
is being filed with the Securities and Exchange Commission (the Commission)
for the sole purpose of incorporating the opinions and consents of the Independent
Registered Public Accounting Firms of Grant Thornton LLP and Grant Thornton GmbH, who
were involved in the preparation of financial results for certain of Cimatrons
subsidiaries up to and including 2003, in Cimatrons Annual Report, filed with the
Commission on June 29, 2006. Following are the opinions and consents of the Independent
Registered Public Accounting Firms of Grant Thornton LLP and Grant Thornton GmbH.

---

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

|1.1 | Amended
and Restated Articles of Association.*
|--- | ----------------------------------------------

|4.1 | Services
Agreement with Koonras Technologies Ltd. and DBSI Investments   Ltd., as assigned to
         them by Zeevi Computers and Technology Ltd.*
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------

|4.2 | Letter
of Agreement with Microsystem Srl and all the shareholders of Microsystem Srl dated May
24, 2005, including the First Call Option Agreement, the Second Call Option Agreement,
and the Put Option Agreement, and the Shareholders Agreement, all dated July 1, 2005 with
Microsystem Srl and all the shareholders of Microsystem Srl.**
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|8.1 | List
of subsidiaries.**
|--- | -----------------------

|12.1 | Certificate
of Chief Executive Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a)
|---- | --------------------------------------------------------------------------------

|12.2 | Certificate
of Chief Financial Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a)
|---- | --------------------------------------------------------------------------------

|13 | Certification
of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350.**
|-- | ----------------------------------------------------------------------------------------------------------

|14.1 | Consent
of Independent Public Accountants.
|---- | ------------------------------------------

|* | Incorporated
by reference to our Registration Statement on Form F-1, File No. 333-1484, as amended,
filed with the Securities and Exchange Commission on February 16, 1996.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|** | Incorporated
by reference to our Annual Report on Form 20-F for the fiscal year ended December 31,
2005, filed June 29, 2006 (File No. 0-27974).
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------

2

---

---

# 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. 1 to the annual report on its
behalf.

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

3

---

---

# Report of Independent
Registered Public Accounting Firm

To the Shareholder of
Cimatron Technologies, Inc.

We have audited the accompanying
statements of operations, shareholders deficit, and cash flows of Cimatron
Technologies, Inc. for the year ended December 31, 2003. 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 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. The Company is not
required to have, nor were we engaged to perform, an audit of its 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, 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 financial
statements referred to above present fairly, in all material respects, the results of
operations and cash flows of Cimatron Technologies, Inc. for the year ended December 31,
2003, in conformity with accounting principles generally accepted in the United States of
America.

/s/ GRANT THORNTON LLP

Southfield, Michigan
January 9, 2004

4

---

---

# Report of Independent
Registered Public Accounting Firm

To the Shareholder of Cimatron
Technologies, Inc.

We have audited the accompanying
statements of operations, shareholders deficit, and cash flows of Cimatron
Technologies, Inc. (a Michigan corporation) for the year ended December 31, 2003. 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 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. The Company is not
required to have, nor were we engaged to perform, an audit of its 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, 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 financial
statements referred to above present fairly, in all material respects, the results of
operations and cash flows of Cimatron Technologies, Inc. for the year ended December 31,
2003, in conformity with accounting principles generally accepted in the United States of
America.

/s/ GRANT THORNTON LLP

Southfield, Michigan
January 9, 2004

5

---

---

[GRANT THORNTON LOGO]

Independent Auditors Reportto
the Shareholder of Cimatron GmbH

We have
reviewed the accompanying balance sheet of Cimatron GmbH (the Company) as of
December 31, 2003 and the related statements of income, changes in
shareholders equity and cash flows for the twelve months peroid then ended. 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 limited review as of December 31, 2003

We
conducted our review in accordance with United States generally accepted
standards. Those standards require that we plan and perform the review to
obtain reasonable assurance about whether the financial statements are free of material
misstatement. A review includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. A review 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 review provides 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 Cimatron GmbH as of December 31, 2003
and the results of its operations and its cash flows for the period then ended in
conformity with generally accepted accounting principles in the United States.

6

---

---

Without
qualifying our opinion above, we draw attention to the companys net equity
position. The company is overindebted based on book values in the amount of 
1.410.478,00 (US-$ 1.782.209,49). To avoid filing for insolvency procedures the parent
company expressed a letter of subordination in the amount of  1.600.000. The parent
company agreed that from their receivables as at December 31, 2003 a partial amount of 
1.600.000 shall rank behind all other creditors of Cimatron GmbH. Any portion
of a claim so subordinated shall only be paid out of a surplus from future profits,
a future liquidation surplus or, after overcoming the crisis, a net worth exceeding the other
debts. However, the explanation provided show that it is not impossible that the business operations
will be maintained in the longer term. As a consequence, the accounting principles applied are
based on the assumption that the company will be able to continue as a going concern.

Wiesbaden/Germany, February 6, 2004

| |                                 |             |                   | 
| | ------------------------------- | ----------- | ----------------- | 
| | Grant Thornton GmbH             |            
|
| | Wirtschaftsprüfungsgesellschaft |            
| | -s- A. Groß                     | (SIGNATURE) | -s- R. Binder     | 
| | A. Groß                         | R.  Binder  |                  
| | Wirtschaftsprüferin             |             | Wirtschaftsprūfer | 

7

---

---