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SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549



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

ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

|                                              |  |                           
|--------------------------------------------- |  | --------------------------
|For the fiscal year
  ended December 31, 2004 |  | Commission File
  File No.



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NEXUS TELOCATION SYSTEMS LIMITED(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)

1 Korazin Street,
Givatayim 53583 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, NIS 0.03 nominal value per share(Title of Class)

Securities for which there is a reporting obligation
pursuant to Section 15(d) of the Act: None



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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:

170,450,516

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 xNoo

Indicate
by check mark which financial statements the registrant has elected to follow:

Item 17 oItem
18x

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# EXPLANATORY NOTE

This amendment to our annual report
on Form 20-F for the fiscal year ended December 31, 2004 is filed for the purpose of
amending Item 10B of the original annual report to include additional corporate governance
practices in which we are following home country practices in accordance with NASDAQ
Marketplace Rule 4350(a)1.

Therefore, this Form 20-F/A consists
of a cover page, this explanatory note, Item 10B (as amended), the signature page and the
required certifications of our chief executive officer and the person serving in the
capacity of our financial officer.

This amendment does not reflect
events occurring after the filing of the original Form 20-F for the fiscal year ended
December 31, 2004, and should not be viewed as updating any information contained therein.
Except as described above, no change has been made to our annual report on Form 20-F filed
on June 30, 2004.

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|         |                       
|-------- | ----------------------
|ITEM 10. | ADDITIONAL INFORMATION

|   |                                       
|-- | --------------------------------------
|B. | MEMORANDUM AND ARTICLES OF ASSOCIATION

Our
registration number at the Israeli registrar of companies is 52-004147-6.

Articles of Association; Israeli Companies
Law

Articles of Association

September
2003, we adopted a new Articles of Association in order to comply with the new
Israeli Companies Law. The provisions of our new Articles are substantially the
same as the material provisions of our previous Articles.

The
objective of our company as stated in our Articles and in our Memorandum of
Association is to engage in any lawful activity.

We
have currently outstanding only one class of securities. Pursuant to a
one-for-three reverse stock split of our ordinary shares, effective as of April
2001, each three shares of our old Ordinary Shares with a par value of NIS 0.01
each were converted into one Ordinary Share with a par value of NIS 0.03 per
share. Accordingly, all shares and per share data in this annual report have
been retroactively adjusted to reflect the reverse stock split. No preferred
shares are currently authorized.

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Holders
of Ordinary Shares have one vote per share, and are entitled to participate
equally in the payment of dividends and share distributions and, in the event
of our liquidation, in the distribution of assets after satisfaction of
liabilities to creditors. Our Articles may be amended by a resolution carried
at a General Meeting by 75% of those who voted is required. The shareholders
rights may not be modified in any other way unless otherwise expressly provided
in the terms of issuance of the shares.

Our
Articles require that we hold our annual general meeting of shareholders each
year no later than 15 months from the last annual meeting, at a time and place
determined by the board of directors, upon at least 21 days prior notice to our
shareholders. No business may be commenced until a quorum of two or more
shareholders holding at least one-third of the voting rights are present in
person or by proxy. Shareholders may vote in person or by proxy, and will be
required to prove title to their shares as required by the Israeli Companies
Law (the Companies Law) pursuant to procedures established by the board of
directors. Resolutions regarding the following matters must be passed at a
general meeting of shareholders:

| |   |                                                                                                                                                                                                                                                                             
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | amendments to our Articles
  (other than modifications of shareholders rights as mentioned above);                                                                                                                                                                          
|
| |  | appointment or termination
  of our auditors;                                                                                                                                                                                                                               
|
| |  | appointment and dismissal
  of directors;                                                                                                                                                                                                                                   
|
| |  | approval of acts and
  transactions requiring general meeting approval under the Israeli Companies
  Law;                                                                                                                                                                   
|
| |  | increase or reduction of
  our authorized share capital [or the rights of shareholders or a class of
  shareholders]  Sections 286 and 287 of the Israeli Companies Law                                                                                                    
|
| |  | any merger as provided in
  section 320 of the Israeli Companies Law; and                                                                                                                                                                                                   
|
| |  | the exercise of the board
  of directors powers by a general meeting, if the board of directors is
  unable to exercise its powers and the exercise of any of its powers is vital
  for our proper management, as provided in section 52(a) of the Israeli
  Companies Law.

A
special meeting of our shareholders shall be convened by the board, at the
request of any two directors or one quarter of the officiating directors, or by
request of one or more shareholders holding at least 5% of our issued share
capital and 1% of the voting rights, or by request of one or more shareholders
holding at least 5% of the voting rights. Shareholders requesting a special
meeting must submit their proposed resolution with their request. Within 21
days of receipt of the request, the board must convene a special meeting and
send out notices setting forth the date, time and place of the meeting. Such
notice must be given at least 21 days, but not more than 35 days, prior to the
special meeting.

The Israeli Companies Law

The
Israeli Companies Law, as amended most recently in March 2005, codifies the
fiduciary duties that office holders, including directors and executive
officers, owe to a company. An office holder, is defined in the Israeli
Companies Law, as a (i) director, (ii) general manager, (iii) chief business
manager, (iv) deputy general manager, (v) vice general manager, (vi) another
manager directly subordinate to the managing director or (vii) any other person
assuming the responsibilities of any of the forgoing positions without regard
to such persons title.

The
Israeli Companies Law requires that an office holder of a company promptly
disclose any personal interest that he or she may have and all related material
information known to him or her, in connection with any existing or proposed
transaction by the company. In addition, if the transaction is an extraordinary
transaction, as defined under Israeli law, the office holder must also disclose
any personal interest held by the office holders spouse, siblings, parents,
grandparents, descendants, spouses descendants and the spouses of any of the
foregoing, or by any corporation in which the office holder is a 5% or greater
shareholder, holder of 5% or more of the voting power, director or general
manager or in which he or she has the right to appoint at least one director or
the general manager. An extraordinary transaction is defined as a transaction
not in the ordinary course of business, not on market terms, or that is likely
to have a material impact on the companys profitability, assets or
liabilities.

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In
the case of a transaction that is not an extraordinary transaction, after the
office holder complies with the above disclosure requirement, only board
approval is required unless the Articles of Association of the company provide
otherwise. The transaction must not be adverse to the companys interest. If
the transaction is an extraordinary transaction, then, in addition to any
approval required by the Articles of Association, it must also be approved by
the audit committee and by the board of directors, and, under specified
circumstances, by a meeting of the shareholders.

Subject
to certain exceptions provided for in the regulations to the Israeli Companies
Law, agreements regarding directors terms of employment require the approval
of the board of directors and the audit committee. In all matters in which a
director has a personal interest, including matters of his/her terms of employment,
he/she shall not be permitted to vote on the matter or be present in the
meeting in which the matter is considered. However, should a majority of the
audit committee or of the board of directors have a personal interest in the
matter, then:

|                                                                                                                                   |     |                                                                         
|---------------------------------------------------------------------------------------------------------------------------------- | --- | ------------------------------------------------------------------------
|(a)     all
  of the directors are permitted to vote on the matter and attend the meeting
  in which the matter is considered; and
|                                                                                                                                   |     |                                                                         
|                                                                                                                                   | (b) | the
  matter requires approval of the shareholders at a general meeting.

According
to the Israeli Companies Law, the disclosure requirements discussed above also
apply to a controlling shareholder of a public company. Such requirements also
apply to certain shareholders of a public company, with respect to private
placements that will increase their relative holdings in the company. In
general, extraordinary transactions with a controlling shareholder or in which
a controlling shareholder has a personal interest, and agreements relating to
employment and compensation terms of a controlling shareholder require the approval
of the audit committee, the board of directors and the shareholders of the
company. The term controlling shareholder is defined as a shareholder who has
the ability to direct the activities of a company, other than if this power
derives solely from the shareholders position on the board of directors or any
other position with the company. The definition also includes shareholders that
hold 25% or more of the voting rights if no other shareholder owns more than
50% of the voting rights in the company.

The
shareholder approval must either include at least one-third of the shares held
by disinterested shareholders who actively participate in the voting process
(without taking abstaining votes into account), or, alternatively, the total
shareholdings of the disinterested shareholders who vote against the
transaction must not represent more than one percent of the voting rights in
the company.

Private
placements in a public company require approval by a companys board of
directors and shareholders in the following cases:

| |     |                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                        
| | --- | -------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | A
  private placement that meets all of the following conditions:                                       
| |     |                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                          | (i)
  the private placement will increase the relative holdings of a shareholder
  that holds five percent or more of the companys outstanding share capital,
  assuming the exercise of all of the securities convertible into shares held
  by that person, or that will cause any person to become, as a result of the
  issuance, a holder of more than five percent of the companys outstanding
  share capital.
| |     |                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                          | (ii)
  20 percent or more of the voting rights in the company prior to such issuance
  are being offered.                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                          | (iii)
  all or part of the consideration for the offering is not cash or registered
  securities, or the private placement is not being offered at market terms.                                                                                                                                                                                                                                                       
| |     |                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (b) | A
  private placement that results in anyone becoming a controlling shareholder
  of the public company.

In
addition, under the Israeli Companies Law, certain transactions or a series of
transactions are considered to be one private placement.

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Any
placement of securities that does not fit the above description may be issued
at the discretion of the Board of Directors.

Under
the Israeli Companies Law, a shareholder has a duty to act in good faith
towards the company and other shareholders and refrain from abusing his power
in the company, including, among other things, voting in the general meeting of
shareholders on the following matters:

| |   |                                                                               
| | - | ------------------------------------------------------------------------------
| |  | any
  amendment to the Articles of Association;                               
|
| |  | an
  increase of the companys authorized share capital;                      
|
| |  | a
  merger; or                                                                
|
| |  | approval
  of interested party transactions that require shareholder approval.

In
addition, any controlling shareholder, any shareholder who knows that it possesses
power to determine the outcome of a shareholder vote and any shareholder who
has the power to appoint or prevent the appointment office holder in the
company is under a duty to act with fairness towards the company. The breach of
such duty is governed by Israeli contract law. The Israeli Companies Law does
not describe the substance of this duty. The Israeli Companies Law requires
that specified types of transactions, actions and arrangements be approved as
provided for in a companys articles of association and in some circumstances
by the audit committee, by the board of directors and by the shareholders. The
vote required by the audit committee and the board of directors for approval of
these matters, in each case, is a majority of the disinterested directors
participating in a duly convened meeting.

Provisions
Restricting Change in Control of Our Company

Tender Offer. A person wishing to acquire
shares or any class of shares of a publicly traded Israeli company and who
would as a result hold over 90% of the companys issued and outstanding share
capital or of a class of shares which are listed, is required by the Companies
Law to make a tender offer to all of the companys shareholders for the
purchase of all of the issued and outstanding shares of the company. If the shareholders who do not respond to
the offer hold less than 5% of the issued share capital of the company, all of
the shares that the acquirer offered to purchase will be transferred to the
acquirer by operation of law. The Companies Law provides for an exception
regarding the threshold requirement for a shareholder that prior to and
following February 2000 holds over 90% of a companys issued and outstanding
share capital. However, the
shareholders may petition the court to alter the consideration for the
acquisition. If the dissenting
shareholders hold more than 5% of the issued and outstanding share capital of
the company, the acquirer may not acquire additional shares of the company from
shareholders who accepted the tender offer if following such acquisition the
acquirer would then own over 90% of the companys issued and outstanding share
capital.

The
Companies Law provides that an acquisition of shares of a public company must
be made by means of a tender offer if as a result of the acquisition the
purchaser would become a 25% or greater shareholder of the company. This rule does not apply if there is already
another 25% shareholder of the company. 
Similarly, the Companies Law provides that an acquisition of shares in a
public company must be made by means of a tender offer if as a result of the
acquisition the purchaser would become a 45% or greater shareholder of the
company, if there is no 45% or greater shareholder of the company.

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Merger. The Companies Law permits merger
transactions if approved by each partys board of directors and the majority of
each partys shares voted on the proposed merger at a shareholders meeting
called on at least 21 days prior notice. 
Under the Companies Law, merger transactions may be approved by holders
of a simple majority of our shares present, in person or by proxy, at a general
meeting and voting on the transaction. 
In determining whether the required majority has approved the merger, if
shares of a company are held by the other party to the merger, or by any person
holding at least 25% of the outstanding voting shares or 25% of the means of
appointing directors of the other party to the merger, then a vote against the
merger by holders of the majority of the shares present and voting, excluding
shares held by the other party or by such person, or anyone acting on behalf of
either of them, is sufficient to reject the merger transaction. If the transaction would have been approved
but for the exclusion of the votes of certain shareholders as provided above, a
court may still approve the merger upon the request of holders of at least 25%
of the voting rights of a company, if the court holds that the merger is fair
and reasonable, taking into account the value of the parties to the merger and
the consideration offered to the shareholders. Upon the request of a creditor of either party to the proposed merger,
the court may delay or prevent the merger if it concludes that there exists a
reasonable concern that, as a result of the merger, the surviving company will
be unable to satisfy the obligations of any of the parties to the merger. In addition, a merger may not be executed
unless at least 30 days have passed from the receipt of the shareholders
approval and 50 days have passed from the time that a proposal for approval of
the merger has been filed with the Israeli Registrar of Companies.

Nasdaq Marketplace Rules and Home Country Practices

In
accordance with Israeli law and practice and subject to the exemption set forth
in Rule 4350(a)(1) of the NASD Marketplace Rules, we follow the provisions of
the Israeli Companies Law  1999, rather than the requirements of Rule 4350 of
the Market Place Rules with respect to the following requirements:

| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Distribution
  of annual and quarterly reports to shareholders  Under Israeli law we are
  not required to distribute annual and quarterly reports directly to
  shareholders and the generally accepted business practice in Israel is not to
  distribute such reports to shareholders. We do however make our audited
  financial statements available to our shareholders prior to our annual
  general meeting and file our quarterly and annual financial results with the
  Securities Exchange Commission on Form 6-K.                                                                                                                                                                                                                    
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  | Quorum
   Under Israeli law a company is entitled to determine in its articles of
  association the number of shareholders and percentage of holdings required
  for a quorum at a shareholders meeting. Our Articles of Association provide
  that a quorum of two or more shareholders holding at least 33.3% of the
  voting rights in person or by proxy is required for commencement of business
  at a general meeting. However, the quorum set forth in our Articles of
  Association with respect to an adjourned meeting, consists of two or more
  shareholders in person or by proxy.                                                                                                                                                  
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  | Approval
  of Related Party Transactions  All related party transactions are approved
  in accordance with the requirements and procedures for approval of interested
  party acts and transactions, set forth in sections 268 to 275 of the Israeli
  Companies Law-1999, and the Regulations promulgated thereunder. Provided that our executive officers
do not serve on our board, Israeli law does not require nor do we engage in the
recommendation to, or determination by, our board of the compensation of our executive
officers. See also Item 10B  Additional Information  Memorandum and
Articles of Association  The Israeli Companies Law, for the definition and
procedures for the approval of, related party transactions.
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  | Shareholder
  Approval  We seek shareholder approval for all corporate action requiring
  such approval, in accordance with the requirements of the Israeli Companies
  Law  1999.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  | Independence of Directors  our
board contains two independent directors in accordance with the provisions contained in
Sections 239-249 of the Israeli Companies Law  1999. Israeli law does not require
nor do our independent directors conduct, regularly scheduled meetings at which only they
are present.                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  | Nomination of our Directors  With the exception of our independent directors, our
directors are elected for terms of one year or until the following annual meeting, by a
general meeting of our shareholders. The nominations for director which are presented to
our shareholders are generally made by our directors but may be made by one or more of our
shareholders holding together at least one percent of the voting power at the general
meeting. Israeli law does not require the adoption of and our board has not adopted a
formal written charter or board resolution addressing the nomination process and related
matters.                                                                                                       
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  | Israeli law does not require and our board has not adopted a formal written audit
committee charter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  | Our audit committee complies with
all of the requirements under Israeli law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  | Israeli law does not require and we have not adopted a code of conduct applicable to all
of our employees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

Mr. Gov Ben Ami and Ms
Alicia Rotbard currently serve on our Board of Directors as External Directors.
Ms. Alicia Rotbard, Mr. Gov Ben Ami and Mr. Ken Lalo currently serve on our
Audit Committee.

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SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant certifies that it meets all of the requirements for
filing on Form 20-F and has duly caused this Amendment No. 1 to the Annual Report to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Tel Aviv,
State of Israel, on the 26th day of October, 2005.

NEXUS TELOCATION SYSTEMS LIMITED

| |                                      |                        | 
| | ------------------------------------ | ---------------------- | 
| | By:                                  | /s/
  Yossi Ben Shalom | 
| |                                      |                       
| | Yossi Ben
  Shalom                  
| | Chairman of
  the Board of Directors

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