UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

(Mark One)

[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2005

[_]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
                         FOR THE TRANSITION PERIOD FROM __________ TO __________
                         COMMISSION FILE NUMBER ________________________________


                            LAPIS TECHNOLOGIES, INC.
                            ------------------------
                 (Name of small business issuer in its charter)

            DELAWARE                                    27-0016420
            --------                                    ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                19 W. 34TH Street, Suite 1008, New York, NY 10001
                -------------------------------------------------
                    (Address of principal executive offices)

                    Issuer's telephone Number: (212) 937-3580
                                               --------------

      Check  whether  the issuer (1) filed all  reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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
[_]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

      State the number of shares  outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: As of May 13, 2005, the issuer
had 5,483,000 outstanding shares of Common Stock.

      Transitional Small Business Disclosure Format (check one): Yes [_] No [X]



<PAGE>



                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
                         PART I - FINANCIAL INFORMATION

Item 1.       Financial Statements...........................................  2
Item 2.       Management's Discussion and Analysis or Plan of Operation......  7
Item 3.       Controls and Procedures........................................ 10

                                        PART II - OTHER INFORMATION

Item 1.       Legal Proceedings.............................................. 10
Item 2.       Unregistered Sales of Equity Securities and Use of Proceeds.... 11
Item 3.       Defaults Upon Senior Securities................................ 11
Item 4.       Submission of Matters to a Vote of Security Holders............ 11
Item 5.       Other Information.............................................. 11
Item 6.       Exhibits and Reports on Form 8-K............................... 11

SIGNATURES................................................................... 12




                                       1
<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.


                    LAPIS TECHNOLOGIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                      (In Thousands, Except Share Amounts)

           ASSETS
                                                                      March 31,
                                                                        2005
                                                                    -----------
Current Assets:
    Cash and cash equivalents                                       $        43
    Accounts receivable                                                   2,393
    Inventories                                                           2,292
    Prepaid expenses and other current assets                               623
    Due from stockholder                                                    372
                                                                    -----------

      Total current assets                                                5,723

Property and equipment, net                                                 385
Deferred income taxes                                                        19
                                                                    -----------

                                                                    $     6,127
                                                                    ===========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current  Liabilities:
    Bank line of credit                                             $       461
    Short term bank loans                                                 2,087
    Current portion of term loans                                           151
    Accounts payable and accrued expenses                                 1,577
    Income taxes payable                                                    233
                                                                    -----------

      Total current liabilities                                           4,509

Term loans, net of current portion                                          193
Severance payable                                                            59
                                                                    -----------

        Total liabilities                                                 4,761
                                                                    -----------

    Commitments and contingencies

Minority interest                                                           311

Stockholders' Equity:
    Preferred stock; $.001 par value, 5,000,000 shares
      authorized,  none issued                                             --
    Common stock; $.001 par value, 100,000,000 shares
      authorized, 5,483,000
      shares issued and outstanding                                           5
    Additional paid-in capital                                               78
    Accumulated other comprehensive loss                                    (68)
    Retained Earnings                                                     1,040
                                                                    -----------

      Total stockholders' equity                                          1,055
                                                                    -----------

                                                                    $     6,127
                                                                    ===========


                                       2
<PAGE>

                     LAPIS TECHNOLOGIES, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF INCOME
           (In Thousands, Except Earnings Per Share and Share Amounts)

                                                       Three Months Ended
                                                            March 31,
                                                   --------------------------
                                                       2005           2004
                                                   -----------    -----------
Sales                                              $     1,665    $     1,121
Cost of sales                                            1,241            758
                                                   -----------    -----------

    Gross profit                                           424            363
                                                   -----------    -----------

Operating expenses:
    Selling expenses                                        23              2
    General and administrative                             284            252
                                                   -----------    -----------

      Total operating expenses                             307            254
                                                   -----------    -----------

    Income from operations                                 117            109
                                                   -----------    -----------

Other income (expense):
    Interest expense, net                                  (61)           (73)
                                                   -----------    -----------

    Income before provision for income taxes and
      minority interest                                     56             36

    Provision for income taxes                              56              9
    Minority interest                                       50             (9)
                                                   -----------    -----------

Net income                                                  50             18

Other comprehensive (loss) income, net of taxes
    Foreign translation (loss) gain                        (11)           (43)
                                                   -----------    -----------

Comprehensive (loss) income                        $        39    $       (25)
                                                   ===========    ===========


Basic net income (loss) per share                  $      0.01    $      0.00
                                                   ===========    ===========

Basic weighted average common shares outstanding     5,483,000      5,483,000
                                                   ===========    ===========


The accompanying notes are an integral part of these financial statements.


                                       3
<PAGE>

                     LAPIS TECHNOLOGIES, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In Thousands)

                                                             Three Months Ended
                                                                 March 31,
                                                              2005        2004
                                                            -------     -------
Cash flows from operating activities:
    Net income                                              $    50     $    18
    Adjustments to reconcile net income to net cash
      provided by (used in) operating activities:
        Depreciation and amortization                            30          31
        Minority interest                                       (61)         15
        Gain on sale of property and equipment                 --
        Deferred income tax                                      (1)         (1)
    Change in operating assets and liabilities:
      Accounts receivable                                       151         760
      Inventories                                               (18)       (338)
      Prepaid expenses and other current assets                (184)        (34)
      Accounts payable and accrued expenses                       2        (178)
      Income tax payable                                         54           5
      Customer deposits                                          54        --
                                                            -------     -------

Net cash provided by (used in) operating activities              77         278
                                                            -------     -------

Cash flows from investing activities:
    Purchase of property and equipment                         --          --
    Increase in due from stockholder                            (13)       (140)
                                                            -------     -------

Net cash used in investing activities                           (13)       (140)
                                                            -------     -------

Cash flows from financing activities:
    Increase in bank line of credit, net                       (233)        204
    Proceeds from long term debt                              1,221         950
    Repayment of long-term debt                              (1,123)     (1,421)
                                                            -------     -------

Net cash (used in) provided by financing activities            (135)       (267)
                                                            -------     -------

Effects of exchange rates on cash                               (10)         (4)
                                                            -------     -------

Increase (decrease) in cash                                     (81)       (133)
Cash, beginning of period                                       124         181
                                                            -------     -------

Cash, end of period                                         $    43     $    48
                                                            =======     =======

Supplemental  disclosure of cash flow information:
    Cash paid during the period for:
      Interest                                              $    61     $    65
                                                            =======     =======
      Income taxes                                          $    22     $    12
                                                            =======     =======


                                       4
<PAGE>


                    LAPIS TECHNOLOGIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    (In Thousands, Except Per Share Amounts)
                                 MARCH 31, 2005


NOTE 1 - DESCRIPTION OF BUSINESS

      Lapis Technologies,  Inc. (the "Company") was incorporated in the State of
      Delaware on January 31, 2002.  The Company was  originally  named  Enertec
      Electronics,  Inc.  and on  April  23,  2002  changed  its  name  to  Opal
      Technologies,  Inc. which changed its name to Lapis Technologies,  Inc. on
      October 3, 2002.  The  Company's  operations  are  conducted  through  its
      wholly-owned Israeli Subsidiary,  Enertec Electronics Ltd. ("Enertec") and
      its  majority   owned  Israeli   subsidiary   Enertec   Systems  2001  LTD
      ("Systems").  Enertec is engaged in the  manufacturing,  distribution  and
      marketing  of  electronic   components  and  products  relating  to  power
      supplies, converters and related power conversion products, automatic test
      equipment,  simulators and various military and airborne  systems,  within
      the State of Israel.

NOTE 2 - BASIS OF PRESENTATION AND CONSOLIDATION

      The accompanying  unaudited  consolidated financial statements and related
      footnotes  have been prepared in  accordance  with  accounting  principles
      generally  accepted in the United States of America for interim  financial
      statements and pursuant to the rules and regulations of the Securities and
      Exchange Commission for Form 10-QSB. Accordingly,  they do not include all
      of  the  information  and  footnotes  required  by  accounting  principles
      generally  accepted in the United States of America for complete financial
      statements.  In the opinion of management,  all adjustments (consisting of
      normal recurring  accruals)  considered  necessary for a fair presentation
      have been included.  For further information read the financial statements
      and footnotes  thereto included in the Company's Annual Report to be filed
      in  accordance  with the  rules  and  regulations  of the  Securities  and
      Exchange  Commission on Form 10-KSB for the year ended  December 31, 2004.
      The results of operations  for the  three-months  ended March 31, 2005 are
      not necessarily  indicative of the operating  results that may be expected
      for the year ending December 31, 2005.

      The accompanying  financial statements include the accounts of the Company
      and  their  ownership  interest  in  its  subsidiaries.   All  significant
      intercompany   balances  and   transactions   have  been   eliminated   in
      consolidation.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Stock based compensation

      The  Company has  adopted  Statement  of  Financial  Accounting  Statement
      ("SFAS") No. 148, "Accounting for Stock-Based  Compensation-Transition and
      Disclosure"  ("SFAS 148").  SFAS 148 amends SFAS No. 123  "Accounting  for
      Stock-Based  Compensation"  ("SFAS 123"), and provides alternative methods
      of  transition  for a voluntary  change to the fair value based  method of
      accounting for stock-based employee compensation.  The Company has adopted
      the fair value method of accounting as discussed in SFAS 123 as of January
      1, 2003.  Accordingly,  stock  options,  when issued,  will be recorded in
      accordance with the terms of that document.

      Use of Estimates

      The  preparation of consolidated  financial  statements in conformity with
      accounting  principles  generally accepted in the United States of America
      requires  management  to make  estimates and  assumptions  that affect the
      reported   amounts  of  assets  and  liabilities  and  the  disclosure  of
      contingent assets and liabilities at the date of the financial  statements
      and revenues and expenses  during the  reporting  period.  Actual  results
      could differ from those estimates.




                                       5
<PAGE>


                    LAPIS TECHNOLOGIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    (In Thousands, Except Per Share Amounts)
                                 MARCH 31, 2005


NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

      Recent Accounting Pronouncements

      In  December  2003 the FASB  issued  SFAS No.  132  (revised)  "Employers'
      Disclosures  about  Pensions  and Other Post  Retirement  Benefits,"  that
      improves the financial  statement  disclosures  for defined benefit plans.
      The revision changes the existing disclosure  requirements for pensions by
      requiring  company's  to provide  more  details  about their plan  assets,
      benefit  obligations,   cash  flows,  benefit  costs  and  other  relevant
      information.  The Company does not have a defined  benefit pension plan so
      the  adoption  of this  statement  will have no  effect  on the  Company's
      financial position or results of operations.

      Management  does  not  believe  that  any  recently  issued,  but  not yet
      effective accounting  pronouncements,  if currently adopted,  would have a
      material effect on the accompanying consolidated financial statements.

NOTE 4 - PROVISION FOR INCOME TAXES -

      The income tax expense for the three  months ended March 31, 2005 is based
upon the  income  tax laws of  Israel.  Israeli  tax law does not allow a parent
company to offset its' income with losses from any of its subsidiaries.



                                       6
<PAGE>


Item 2. Management's Discussion and Analysis or Plan of Operation.

      This  Report  contains  forward-looking  statements  within the meaning of
Section 27A of the  Securities  Act of 1933 and  Section  21E of the  Securities
Exchange Act of 1934.  These  statements  relate to future  events or our future
financial  performance.   In  some  cases,  you  can  identify   forward-looking
statements by terminology  such as "may," "will,"  "should,"  "expect,"  "plan,"
"anticipate,"  "believe,"  "estimate," "predict," "potential" or "continue," the
negative of such terms, or other  comparable  terminology.  These statements are
only  predictions.  Actual events or results may differ materially from those in
the  forward-looking  statements  as a  result  of  various  important  factors.
Although  we believe  that the  expectations  reflected  in the  forward-looking
statements are reasonable,  such should not be regarded as a  representation  by
Lapis  Technologies,  Inc.,  or any  other  person,  that  such  forward-looking
statements will be achieved.  The business and operations of Lapis Technologies,
Inc. and its subsidiaries are subject to substantial  risks,  which increase the
uncertainty inherent in the forward-looking statements contained in this Report.
Because these forward-looking statements involve risks and uncertainties,  there
are important  factors that could cause actual results to differ materially from
those expressed or implied by these  forward-looking  statements,  including our
plans, objectives, expectations and intentions and other factors discussed under
"Risk Factors," included in our Registration  Statement on Form 10-SB filed with
the Securities and Exchange Commission on March 26, 2004.

      The following  discussion and analysis should be read in conjunction  with
the Consolidated  Financial  Statements and related notes included  elsewhere in
this Report.

Overview

      We were formed in  Delaware  on January  31,  2002 under the name  Enertec
Electronics, Inc. and have filed two certificates of amendment changing our name
to Opal  Technologies,  Inc.  and then to Lapis  Technologies,  Inc.  We conduct
operations in Israel through our wholly owned  subsidiary,  Enertec  Electronics
Limited ("Enertec  Electronics"),  an Israeli corporation formed on December 31,
1991, and Enertec Systems 2001 LTD ("Enertec  Systems"),  an Israeli corporation
formed  on August  28,  2001,  of which we own a 55%  equity  interest.  Enertec
Electronics  is a  manufacturer  and  distributor  of electronic  components and
products  relating to power  supplies,  converters and related power  conversion
products,  automatic test equipment  (ATE),  simulators and various military and
airborne  systems.  Enertec  Electronics  maintains two  divisions,  the Systems
Division and the Electronics  Division.  The Systems Division designs,  develops
and manufactures  test systems for electronics  manufacturers in accordance with
their specifications.  The Electronics Division markets and distributes the test
systems, power supplies and other electronic components  manufactured by us, and
by other manufacturers who engage us to distribute their products.

Liquidity and Capital Resources

      Our cash balance has remained  relatively constant since the quarter ended
March 31, 2004,  with cash and cash  equivalents of $43,000 as of March 31, 2005
compared to $48,000 at March 31, 2004.  Total  current  assets at March 31, 2005
were  $5,723,000,  as compared to $4,796,000 at March 31, 2004.  The increase in
current assets is mainly due to the increase in work in process inventory.

      Our  accounts  receivable  at March 31, 2005 was  $2,393,000,  as compared
to$2,232,000 at March 31, 2004. This change in accounts  receivable is primarily
due to the increase in volume of sales partly  offset by an increase of revenues
from one of Lapis main customers that has much shorter payment terms.

      As of March 31, 2005 our working  capital was  $1,214,000,  as compared to
$703,000 at March 31, 2004. The increase in the working capital is mainly due to
an  increase  in work in process  inventory  as well as an  increase in accounts
receivable.

      The  current  portion of our short term  loans at March 31,  2005  totaled
$151,000  compared  to $140,000  at March 31,  2004.  Our total short term loans
amounted to $2,087,000 for the period ended March 31 2005.

      As of March 31,  2005,  our total bank debt was  $2,892,000  as opposed to
$2,834,000  at the end of March 31, 2004.  These funds were borrowed as follows:
$2,238,000 which includes the current portion of long term debt as various short
term bank loans due through March 2006,  $193,000 of long-term  debt due through
September  2007 and  $461,000  borrowed  using  our bank  lines  of  credit.  We
increased  the amount  borrowed for the quarter  ended March 31, 2005 by $58,000
from $2,834,000 as of March 31, 2004. The increase in bank debt is mainly due to
an increase in receivables and work in progress inventory. As sales increase the
need for  working  capital  increases  along  with it. As a result the source of
financing which is the bank debt increased simultaneously.




                                       7
<PAGE>

      There  are no other  lines of  credit  available  to us to  refinance  our
short-term bank loans. Additionally,  we currently do not have any other sources
of financing  available to us for refinancing our short-term  loans. As of March
31, 2005 we are  current  with all of our bank debt and  compliant  with all the
terms of our bank debt.

      At March 31, 2005,  and at March 31, 2004, we had  receivables  from Harry
Mund, our Chief Executive Officer and President,  in the amounts of $372,000 and
$315,000 respectively. The loan to Mr. Mund was extended as a salary advance. We
believe that the current  payment status will not affect our future cash flow or
liquidity.

Financing Needs

      Although we  currently do not have any  material  commitments  for capital
expenditures,  we expect our  capital  requirements  to  increase  over the next
several years as we continue to develop and test our suite of products, increase
marketing and administration  infrastructure,  and embark on developing in-house
business  capabilities and facilities.  Our future liquidity and capital funding
requirements will depend on numerous factors, including, but not limited to, the
levels and costs of our research and development initiatives, the cost of hiring
and training  additional  sales and marketing  personnel to promote our products
and the cost and timing of the expansion of our marketing efforts.

      Based on our current  business plan, we anticipate  that our existing cash
balances and cash generated from future sales will be sufficient to permit us to
conduct our operations and to carry out our contemplated  business plans for the
next twelve months. However,  management may undertake additional debt or equity
financings  to better  enable  Lapis to grow and meet its future  operating  and
capital  requirements.  We are currently in  negotiations  to obtain  additional
financing  through an offering of equity  securities  to expand our  operations.
However, no definitive  agreement has been reached with respect to the structure
of any proposed financing and there is no assurance that any such financing will
be consummated. Currently, the only external sources of liquidity are our banks,
and we may seek additional  financing from them or through securities  offerings
to expand our  operations,  using new capital to develop new  products,  enhance
existing products or respond to competitive pressures.

Results of Operations

Three Months Ended March 31, 2005 Compared to Three Months Ended March 31, 2004

      For the  three  months  ended  March  31,  2005 we had  total  revenue  of
$1,665,000  compared to revenue of  $1,121,000  for the three months ended March
31, 2004. The increase in revenue of $544,000, or 48.5%, is a result of increase
in volume of orders received during the last quarter of 2004.  During the second
half of 2004 the  Israeli  demand  for both  Lapis'  military  and  non-military
products increased substantially. The increase in revenues for the first quarter
ended March 31,  2005  versus the same  quarter for the prior year is due to the
following  reasons.  During the fourth quarter of 2003, the Israeli  Ministry of
Defense cut their end of year budget which  affected the first quarter  revenues
for 2004,  however  the same thing did not happen in the fourth  quarter of 2004
therefore the first quarter 2005 revenues were significantly higher. In addition
in the military arena we introduced several new products and increased our sales
to several of our top  military  clients.  On the  commercial  side,  the fourth
quarter of 2004 experienced an increased  international  demand for Israeli high
tech products. Consequently we received a boost in revenues in the first quarter
of 2005.

      Gross profit totaled $424,000 for the three months ended March 31, 2005 as
compared to $363,000 for the three  months ended March 31, 2004,  an increase of
$61,000 or 16.8%.  Gross  profit as a  percentage  of sales for the three months
ended March 31, 2005 was 25.5% as compared to 32.4% for the three  months  ended
March 31, 2004.  The  increase in gross  profits is primarily a result of higher
revenues.  The decrease in gross profits as a percentage of sales is a result of
lower introductory prices for new product lines.




                                       8
<PAGE>

      Total operating  expenses in the three months ended March 31, 2005 and the
three  months  ended  March 31,  2004 were  comprised  of  selling,  general and
administrative expenses. Operating expenses for the three months ended March 31,
2005 and 2004 were $307,000 and $254,000  respectively,  an increase of $53,000,
or 20.9%.  The increase in operating  expenses is attributable to an increase of
$21,000 in selling  expenses as a result of our efforts to introduce new product
lines in the  marketplace,  $18,000  in  professional  services  for  legal  and
accounting  costs  associated with being a public company and a $14,000 increase
in taxes and insurance.

      Our net  income was  $50,000  in the three  months  ended  March 31,  2005
compared to $18,000 in the three months ended March 31, 2004.  This  increase in
net income by $32,000 or 178% was mainly due to an increase  in gross  profit of
$61,000 and  decreased  interest  expenses  of $12,000  offset by an increase in
operating  expenses of $53,000,  an increase in the  provision for income tax of
$47,000 and a decrease of $59,000 in the minority interest.

      The  provision  for income  tax was  $56,000  versus  $9,000 for the first
quarter  ended March 31 2005 and 2004  respectively.  This increase in provision
for income tax of $47,000 is due to higher percentage of profits being generated
at Lapis from Enertec Electronics, whose tax rate is 34%, versus Enertec Systems
which is tax exempt after initial revenues of $340,000 per year. The decrease in
the  minority  interest  of $59,000 in the  quarter  ended  March 31,  2005 when
compared  to the  same  quarter  in the  prior  year is due to the net loss of $
111,000 in Enertec  Systems as a result of  aggressive  pricing in order to gain
market share and new client penetration as well as introduction of new products.

      Enertec  Electronics  derives its revenues from the  commercial  arena and
from standard  military power supplies that it sells to the military industry as
well as a few residual ATE orders for the military  industry  that were received
in 2002 that have  recurring  revenues and delivery  dates out into 2005.  Going
forward when we refer to commercial revenues we will be referring exclusively to
Enertec Electronics' commercial business and when we refer to military business,
we refer to Enertec  Systems 2001 and the residual  military  orders referred to
above within Enertec Electronics.

      As  of  March  31,  2005,  we  had  two  customers   that   accounted  for
approximately 28% of accounts  receivable.  For the three months ended March 31,
2005 and 2004,  approximately  41% and 48%,  of our sales  were to two and three
customers, respectively.

Research and Development Costs

      Research and development costs are charged to cost of sale expenses in the
accompanying  statement  of  income  and  consist  of  salaries.   Research  and
development  costs  for the three  months  ended  March  31,  2005 and 2004 were
approximately $34,000 and $28,000, respectively.

OFF-BALANCE SHEET ARRANGEMENTS

      We do not have any off  balance  sheet  arrangements  that are  reasonably
likely to have a current or future effect on our financial condition,  revenues,
results of operations, liquidity or capital expenditures.

Critical Accounting Policies

      Concentration of Credit Risk - Concentrations  of credit risk with respect
to trade receivables are limited to customers dispersed primarily across Israel.
All trade  receivables are concentrated in the manufacturing and distribution of
electronic components segment of the economy; accordingly the Company is exposed
to business and economic risk. Although the Company does not currently foresee a
concentrated  credit risk associated with these trade receivables,  repayment is
dependent upon the financial stability of this segment of the economy.

      Revenue Recognition and Customer Deposits - Revenue is recorded as product
is shipped, the price has been fixed or determined, collectibility is reasonably
assured and all material specific  performance  obligations have been completed.
The product sold by the Company is made to the  specifications of each customer;
sales  returns and  allowances  are  allowed on a  case-by-case  basis,  are not
material to the financial statements and are recorded as an adjustment to sales.
Cash payments received in advance are recorded as customer deposits.




                                       9
<PAGE>

      Revenue relating to service is recognized on the straight-line  basis over
the life of the agreement,  generally one year. For the three months ended March
31,  2005 and 2005  revenue  relating  to  service  contracts  was less than one
percent of net sales.

      Financial  Instruments  - The carrying  amounts of financial  instruments,
including cash and cash equivalents,  accounts receivable,  bank line of credit,
short term bank loans and accounts payable and accrued expenses approximate fair
value  at March  31,  2005  because  of the  relatively  short  maturity  of the
instruments. The fair value of due from stockholder is not practical to estimate
without  incurring  excessive  cost and is carried at cost at March 31, 2005 The
carrying  value of the long-term debt  approximate  fair value at March 31, 2005
based upon debt terms available for companies under similar terms.

      Foreign  Currency  Translation - Lapis  Technologies,  Inc. has one wholly
owned subsidiary,  Enertec Electronics Limited, an Israeli corporation,  and one
majority owned  subsidiary,  Enertec Systems 2001 Ltd., an Israeli  corporation.
The assets and liabilities of the foreign subsidiaries are translated at current
exchange  rates and related  revenues and expenses at average  exchange rates in
effect during the year.  Resulting  translation  adjustments,  if material,  are
recorded as a separate  component of accumulated other  comprehensive  income or
loss.

Item 3. Controls and Procedures.

      As of the end of the  period  covered  by this  report,  we  conducted  an
evaluation,  under  the  supervision  and with the  participation  of our  chief
executive  officer and chief  financial  officer of our disclosure  controls and
procedures  (as defined in Rule  13a-15(e)  and Rule  15d-15(e)  of the Exchange
Act).  Based  upon  this  evaluation,  our  chief  executive  officer  and chief
financial  officer  concluded  that our  disclosure  controls and procedures are
effective  to ensure  that  information  required to be  disclosed  by us in the
reports that we file or submit  under the  Exchange Act is recorded,  processed,
summarized and reported,  within the time periods  specified in the Commission's
rules  and  forms.  There was no change  in our  internal  controls  or in other
factors that could affect these controls during our last fiscal quarter that has
materially affected,  or is reasonably likely to materially affect, our internal
control over financial reporting.

                                     PART II

Item 1. Legal Proceedings.

      Except as described below, we are not subject to any pending or threatened
legal  proceedings,  nor is our property the subject of a pending or  threatened
legal proceeding. None of our directors, officers or affiliates is involved in a
proceeding  adverse to our  business or has a material  interest  adverse to our
business.

      On April 16, 2002, Orckit Communications brought an action in the Tel Aviv
District Court against Gaia  Converter,  a French company and Alcyon  Production
Systems,  also a French company and a subcontractor  of Gaia Converter,  seeking
$1,627,966,  alleging  that the DC converters  supplied to it by Gaia  Converter
were  defective  and caused  Orckit to replace the  converters  at a substantial
financial  expense.  Enertec  Electronics  was  joined in the  action as a local
Israeli distributor of the Gaia Converter  products.  Gaia Converter has advised
us that the  converters  in issue were free from any and all defects and were in
good working order and that it was the faulty  performance  of Orckit's  product
into  which the  converters  were  incorporated  that  caused  them to fail at a
greater rate than anticipated by Orckit. Enertec Electronics filed a response to
this claim that there is no cause of action  against it, as among other  things,
Enertec  Electronics  is merely the local Israeli sales  representative  of Gaia
Converter and did not make any implied or express  representations or warranties
to Orckit  regarding the  suitability  of the  converters or otherwise,  nor was
Enertec Electronics required to do so by law. Technical  specifications required
by Orckit for the converters were determined and communicated directly by Orckit
to Gaia Converter and all other  communications  regarding the  converters  were
directly  between  Orckit  and Gaia  Converter.  Moreover,  Orckit  conducted  a
qualification  test of the  converters  and confirmed to Gaia Converter that the
converters complied with their requirements subsequent to such testing.  Neither
Gaia  Converter  nor Alcyon  Production  Systems  have filed a response  to this
action,  and consequently  Orkit  Communications  requested and obtained default
judgments  from the Tel Aviv  District  Court  against both Gaia  Converter  and
Alcyon Production Systems. Enertec Electronics is defending and is continuing to
defend this action vigorously and we do not believe that it will have a material
adverse  impact on our  business.  Orkit has filed  affidavits  setting  out the
evidence supporting their allegations and Enertec will file answering affidavits
in response.




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<PAGE>

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

        Not applicable.

Item 3. Defaults Upon Senior Securities.

        Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders.

        Not applicable.

Item 5. Other Information.

        Not applicable.

Item 6. Exhibits.

Exhibit Number                               Description
-----------------   ------------------------------------------------------------
31.1                Certification by Chief Executive  Officer,  required by Rule
                    13a-14(a) or Rule 15d-14(a) of the Exchange Act, promulgated
                    pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2                Certification by Chief Financial  Officer,  required by Rule
                    13a-14(a) or Rule 15d-14(a) of the Exchange Act, promulgated
                    pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1                Certification by Chief Executive  Officer,  required by Rule
                    13a-14(b) or Rule  15d-14(b) of the Exchange Act and Section
                    1350 of Chapter 63 of Title 18 of the  United  States  Code,
                    promulgated  pursuant to Section  906 of the  Sarbanes-Oxley
                    Act of 2002.
32.2                Certification by Chief Financial  Officer,  required by Rule
                    13a-14(b) or Rule  15d-14(b) of the Exchange Act and Section
                    1350 of Chapter 63 of Title 18 of the  United  States  Code,
                    promulgated  pursuant to Section  906 of the  Sarbanes-Oxley
                    Act of 2002.






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<PAGE>



                                   SIGNATURES

      In accordance  with the  requirements  of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                   LAPIS TECHNOLOGIES, INC.


      Dated:   May 16, 2005        By: /s/ Harry Mund
                                       -----------------------------------------
                                       Harry Mund
                                       Chief Executive Officer, President
                                       and Chairman of the Board



      Dated:   May 16, 2005        By: /s/ Miron Markovitz
                                       -----------------------------------------
                                       Miron Markovitz
                                       Chief Financial Officer, Chief Accounting
                                       Officer and Director


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