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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, 2006;
|- | ---------------------------------------------------------------------------------------------------------------------------------

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, 2006 | 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. 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 correcting a typographical error appearing in the Report of
Independent Registered Public Accounting Firm in Item 18 (page F-2) of Cimatrons
Annual Report, filed with the Commission on June 28, 2007. Following is the amended
Report of Independent Registered Public Accounting Firm:

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# REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of
Cimatron Limited.

We have audited the accompanying
consolidated balance sheets of Cimatron Limited (the Company) and its
subsidiaries as ofDecember 31, 2006 and 2005 and the related statements of
operations, changes in shareholders equity and comprehensive income (loss), and cash
flows for each of the three years in the period ended December 31, 2006. These
consolidated 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. The Company is not
required to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit includes 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 audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated
financial statements present fairly, in all material respects, the consolidated financial
position of the Company and its subsidiaries as of December 31, 2006 and 2005 and the
consolidated results of their operations and their consolidated cash flows for each of the
three years in the period ended December 31, 2006, in conformity with U.S. generally
accepted accounting principles.

/s/ Brightman Almagor & Co.
Brightman Almagor & Co.
Certified Public Accountants
A member firm of Deloitte Touche TohmatsuTel Aviv, Israel
June 17, 2007

F - 2

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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. 1 to the annual report on its
behalf.

# 

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

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