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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)



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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)



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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



The Companys Form 20-F for the year ended December 31, 2004 inadvertently omitted exhibit 13.1. This Amendment to Form
20-F is being filed solely for the purpose of adding exhibit 13.1 and correcting certain errors contained in exhibits 12.1 and 12.2 (filed as exhibit 99.1).



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Item 19. Exhibits



|              |  |    |   |  |                                                                                                                                  |  |                                                                                                                                   
|------------- |  | -- | - |  | -------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------
|Exhibit Index |  |    |   |  | Description of Document                                                                                                          |  |                                                                                                                                   
|1             |  | 1  | ) |  | Memorandum of Association of Registrant (English translation) dated March 8, 1988                                                |  | Filed as Exhibit 3.1 to the Companys Registration Statement on Form F-1, No. 333-42158 and incorporated herein by reference.     
|              |  |    |  
|              |  | 2  | ) |  | Amended Articles of Association of ViryaNet                                                                                      |  | Filed as Exhibit 1(2) of the Companys 20-F for the year ending December 31, 2001 and incorporated herein by reference.           
|              |  |    |  
|4(a)          |  | 1  | ) |  | The 2000 Amendment and Restatement to the Investors Rights Agreement among ViryaNet and the Investors dated April 5, 2000        |  | Filed as Exhibit 10.5 to the Companys Registration Statement on Form F-1, No. 333-42158 and incorporated herein by reference.    
|              |  |    |  
|              |  | 2  | ) |  | The Registration Rights Agreement, among ViryaNet and the previous shareholders of iMedeon, Inc. dated February 25, 2002.        |  | Filed as Exhibit 4(a) of the Companys 20-F for the year ending December 31, 2001 and incorporated herein by reference.           
|              |  |    |  
|              |  | 3  | ) |  | The Agreement and Plan of Merger among ViryaNet, iMedeon, Inc. and the stockholders of iMedeon, Inc, dated February 25, 2002.    |  | Filed as Exhibit 4(a) of the Companys 20-F for the year ending December 31, 2001 and incorporated herein by reference.           
|              |  |    |  
|              |  | 4  | ) |  | Warrant issued by ViryaNet to Hapoalim Nechasim (Menayot) Ltd. to purchase Ordinary Shares.                                      |  | Filed as Exhibit 10.10 to the Companys Registration Statement on Form F-1, No. 333-42158 and incorporated herein by reference.   
|              |  |    |  
|              |  | 5  | ) |  | Warrant issued by ViryaNet to Hapoalim Nechasim (Menayot) Ltd. to purchase Ordinary Shares.                                      |  | Filed as Exhibit 10.11 to the Companys Registration Statement on Form F-1, No. 333-42158 and incorporated herein by reference.   
|              |  |    |  
|              |  | 6  | ) |  | Form of warrant issued by ViryaNet to customers prior to July 1, 2000 to purchase Ordinary Shares.                               |  | Filed as Exhibit 10.12 to the Companys Registration Statement on Form F-1, No. 333-42158 and incorporated herein by reference.   
|              |  |    |  
|              |  | 7  | ) |  | Form of warrant issued by ViryaNet to customers after July 1, 2000 to purchase Ordinary Shares.                                  |  | Filed as Exhibit 10.17 to the Companys Registration Statement on Form F-1, No. 333-42158 and incorporated herein by reference    
|              |  |    |  
|              |  | 8  | ) |  | Warrant issued by ViryaNet to Bank Hapoalim Ltd. to purchase Ordinary Shares dated effective February 13, 2002.                  |  | Filed as Exhibit 4(a) of the Companys 20-F for the year ending December 31, 2001 and incorporated herein by reference.           
|              |  |    |  
|              |  | 9  | ) |  | Warrant issued by ViryaNet to GE Capital Equity Investments, Inc. to purchase Ordinary Shares dated effective February 21, 2002. |  | Filed as Exhibit 4(a) of the Companys 20-F for the year ending December 31, 2001 and incorporated herein by reference.           
|              |  |    |  
|              |  | 10 | ) |  | Letter of Credit issued by Bank Hapoalim B.M. to ViryaNet dated February 10, 2002.                                               |  | Filed as Exhibit 4(a) of the Companys 20-F for the year ending December 31, 2001 and incorporated herein by reference.           
|              |  |    |  
|              |  | 11 | ) |  | Letter from Bank Hapoalim B.M. to ViryaNet dated July 14, 2003.                                                                  |  | Translation. Filed as exhibit 11 of the Companys 20-F for the year ending December 31, 2002 and incorporated herein by reference.
|              |  |    |  
|              |  | 12 | ) |  | Share Purchase Agreement dated July 28, 2003, by and among the company and Telvent GIT, S.A., and exhibits thereof               |  | Filed as Exhibit 4(a) of the Companys 20-F for the year ending December 31, 2003 and incorporated herein by reference.           



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|              |  |    |   |  |                                                                                                                                                                                                                              |  |                                                                                                                                                                
|------------- |  | -- | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Index |  |    |   |  | Description of Document                                                                                                                                                                                                      |  |                                                                                                                                                                
|              |  | 13 | ) |  | Share Purchase Agreement dated October 30, 2003, among ViryaNet and the investors identified in such agreement, and exhibits thereof                                                                                         |  | Filed as Exhibit 4(a) of the Companys 20-F for the year ending December 31, 2003 and incorporated herein by reference.                                        
|              |  |    |  
|              |  | 14 | ) |  | Agreements dated November 6, 2003, among ViryaNet and the investors identified in such agreements                                                                                                                            |  | Filed as Exhibit 4(a) of the Companys 20-F for the year ending December 31, 2003 and incorporated herein by reference.                                        
|              |  |    |  
|              |  | 15 | ) |  | Agreement and Plan of Merger dated July 9, 2004, among Utility Partners, Inc., ViryaNet and ViryaNet Acquisition Inc.                                                                                                        |  | Filed as Exhibit 4(a) 15 of the Companys 20-F for the year ending December 31, 2004 and incorporated herein by reference.                                     
|              |  |    |  
|              |  | 16 | ) |  | Note Purchase Agreement dated July 27, 2004, between ViryaNet and LibertyView Special Opportunities Fund LP, and exhibits thereof                                                                                            |  | Filed as Exhibit 4(a) 16 of the Companys 20-F for the year ending December 31, 2004 and incorporated herein by reference.                                     
|              |  |    |  
|              |  | 17 | ) |  | Share Purchase Agreement dated February 7, 2005, between ViryaNet and Telvent Investments, S.L. and exhibits thereof                                                                                                         |  | Filed as Exhibit 4(a) 17 of the Companys 20-F for the year ending December 31, 2004 and incorporated herein by reference.                                     
|              |  |    |  
|              |  | 18 | ) |  | Letter dated March 14, 2005, between ViryaNet and Bank Hapoalim Ltd.                                                                                                                                                         |  | Translated from the Hebrew original. Filed as Exhibit 4(a) 18 of the Companys 20-F for the year ending December 31, 2004 and incorporated herein by reference.
|              |  |    |  
|              |  | 19 | ) |  | Warrant dated March 14, 2005, issued by ViryaNet to Bank Hapoalim Ltd. to purchase Ordinary Shares                                                                                                                           |  | Filed as Exhibit 4(a) 19 of the Companys 20-F for the year ending December 31, 2004 and incorporated herein by reference.                                     
|              |  |    |  
|              |  | 20 | ) |  | Asset Purchase Agreement dated June 1, 2005, between ViryaNet and e-Wise Solutions                                                                                                                                           |  | Filed as Exhibit 4(a) 20 of the Companys 20-F for the year ending December 31, 2004 and incorporated herein by reference.                                     
|              |  |    |  
|4(b)          |  | 1  | ) |  | Lease for approximately 16,950 square feet of office space in Jerusalem, Israel.                                                                                                                                             |  | Filed as Exhibit 10.14 to the Companys Registration Statement on Form F-1, No. 333-42158 and incorporated herein by reference.                                
|              |  |    |  
|              |  | 2  | ) |  | A new Lease agreement reducing the current Company premises leased in Jerusalem, Israel, to an area of approximately 7,600 square feet of office space, dated February 25, 2002 (as summarized and
translated into English). |  | Filed as Exhibit 4(a) of the Companys 20-F for the year ending December 31, 2001 and incorporated herein by reference.                                        
|              |  |    |  
|              |  | 3  | ) |  | Lease for approximately 13,807 square feet in Southborough, Massachusetts.                                                                                                                                                   |  | Filed as Exhibit 10.15 to the Companys Registration Statement on Form F-1, No. 333-42158 and incorporated herein by reference.                                
|              |  |    |  
|              |  | 4  | ) |  | Lease for approximately 20,000 square feet located in Alpharetta, Georgia.                                                                                                                                                   |  | Filed as Exhibit 4(a) of the Companys 20-F for the year ending December 31, 2001 and incorporated herein by reference.                                        
|              |  |    |  
|              |  | 5  | ) |  | Consent of Kost, Forer, Gabbay & Kasierer, a member of Ernst and Young Global                                                                                                                                                |  |                                                                                                                                                                
|              |  |    |  
|              |  | 6  | ) |  | First Amendment to the Lease Agreement by and between the Company and Three and 400 Northwinds Center L.P., dated June 10, 2003.                                                                                             |  | Filed as Exhibit 4(b) of the Companys 20-F for the year ending December 31, 2002.                                                                             
|              |  |    |  
|              |  | 7  | ) |  | Promissory Notes by and between the Company and Three and 400 Northwinds Center L.P., dated June 10, 2003.                                                                                                                   |  | Filed as Exhibit 4(b) of the Companys 20-F for the year ending December 31, 2002.                                                                             
|              |  |    |  
|4(c)          |  | 1  | ) |  | The Companys 1996 Stock Option and Incentive Plan.                                                                                                                                                                          |  | Filed as Exhibit 10.1 to the Companys Registration Statement on Form F-1, No. 333-42158 and incorporated herein by reference.                                 



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|              |  |   |   |  |                                                                                                         |  |                                                                                                                                
|------------- |  | - | - |  | ------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------
|Exhibit Index |  |   |   |  | Description of Document                                                                                 |  |                                                                                                                                
|              |  | 2 | ) |  | The Companys 1997 Stock Option and Incentive Plan.                                                     |  | Filed as Exhibit 10.2 to the Companys Registration Statement on Form F-1, No. 333-42158 and incorporated herein by reference. 
|              |  |   |  
|              |  | 3 | ) |  | The Companys 1998 Stock Option and Incentive Plan.                                                     |  | Filed as Exhibit 10.3 to the Companys Registration Statement on Form F-1, No. 333-42158 and incorporated herein by reference. 
|              |  |   |  
|              |  | 4 | ) |  | The Companys 1999 Stock Option and Incentive Plan.                                                     |  | Filed as Exhibit 10.4 to the Companys Registration Statement on Form F-1, No. 333-42158 and incorporated herein by reference. 
|              |  |   |  
|              |  | 5 | ) |  | Form of Indemnification Agreement entered into with directors and officers of the Company.              |  | Filed as Exhibit 10.16 to the Companys Registration Statement on Form F-1, No. 333-42158 and incorporated herein by reference.
|              |  |   |  
|              |  | 6 | ) |  | Tender Offer Statement under Section 13(e)(1) of the Securities Exchange Act of 1934.                   |  | Filed on Form SC TO-I, No. 005-60313 and incorporated herein by reference.                                                     
|              |  |   |  
|12.1          |  |   |   |  | Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a)                      |  |                                                                                                                                
|              |  |   |  
|12.2          |  |   |   |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a)                      |  |                                                                                                                                
|              |  |   |  
|13.1          |  |   |   |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 |  |                                                                                                                                



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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 July 25, 2005.



VIRYANET LTD.By:

/s/ Paul V. BrooksPaul V. Brooks President and Chief Executive Officer