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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 20-F/A



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| ̈ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Fiscal Year ended December 31, 2004



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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COMMISSION FILE NUMBER



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VIRYANET LTD.

(Exact Name of Registrant as specified in its charter)



STATE OF ISRAEL

(Jurisdiction of incorporation or organization)



8 HaMarpe St.

Har Hotzvim

P.O. Box 45041

Jerusalem 91450

Israel

(Address of principal executive offices)



Securities registered or to be registered pursuant to Section 12(b) of
the Act:



|                    |  |                                          
|------------------- |  | -----------------------------------------
|Title of each class |  | Name of each exchange on which registered
|NONE                |  | N/A                                      



Securities
registered or to be registered pursuant to Section 12(g) of the Act:



Ordinary Shares, par value NIS 1.0 per share

(Title of Class)



Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act:

N/A

(Title of Class)



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Indicate the number of outstanding shares of each of issuers classes of capital or common stock as of the close of the period covered
by the annual report:



As of December 31, 2004, the Registrant had
outstanding 5,413,892 Ordinary Shares (on a post reverse stock split basis, taking into account the 10 to 1 reverse stock split effected on May 1, 2002).



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: ̈



Indicate by check mark which financial statement item the Registrant has elected to follow: Item 17 ̈Item 18 x



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EXPLANATORY NOTE



This Amendment to the Companys Form 20-F is being filed solely for the purpose of providing updated certifications attached hereto.



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SIGNATURES



Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form 20-F and has duly caused this Form 20-F/A to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Southborough, Massachusetts, on this August 25, 2005.



| |  |                                                       
| |  | ------------------------------------------------------
| |  | VIRYANET LTD.                                         
| | 
| |  | By:                              /s/    Paul V. Brooks
| |  | Paul V. Brook President and Chief Executive Officer