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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-K/A

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT OF
1934 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 FOR THE TRANSITION PERIOD FROM ______ TO ______.


                       Commission File Number:   0-23336
                                                 -------

                            AROTECH CORPORATION
      --------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
<S>                                                                             <C>
                                 Delaware                                                    95-4302784
--------------------------------------------------------------------------      -----------------------------------
      (State or other jurisdiction of incorporation or organization)            (I.R.S. Employer Identification No.)

                    354 Industry Drive, Auburn, Alabama                                         36830
--------------------------------------------------------------------------      -----------------------------------
                 (Address of principal executive offices)                                    (Zip Code)
</TABLE>

                                 (334) 502-9001
      --------------------------------------------------------------------
              (Registrant's telephone number, including area code)

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

      Title of each class              Name of each exchange on which registered
    -----------------------            -----------------------------------------
             None                                 Not applicable

Securities registered pursuant to Section 12(g) of the Act:
                                                   Common Stock, $0.01 par value

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 if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K (ss.  229.405 of this chapter) is not contained  herein,  and
will not be  contained,  to the best of  registrant's  knowledge,  in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.                                |_|

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). Yes                                |X| No |_|

The  aggregate   market  value  of  the   registrant's   voting  stock  held  by
non-affiliates  of  the  registrant  as  of  June  30,  2004  was  approximately
$128,605,410  (based  on the  last  sale  price of such  stock  on such  date as
reported by The Nasdaq  National  Market and  assuming,  for the purpose of this
calculation only, that all of the registrant's  directors and executive officers
are affiliates).

(Applicable  only to  corporate  registrants)  Indicate  the  number  of  shares
outstanding  of each of the  registrant's  classes  of common  stock,  as of the
latest practicable date:                                80,103,668 as of 3/31/05

Documents incorporated by reference:                                       None

================================================================================

            Potential  persons who are to respond to the  collection
            of  information  contained in this form are not required
            to respond  unless the form  displays a currently  valid
            OMB control number.

<PAGE>

                                EXPLANATORY NOTE

      Arotech Corporation is filing this Amendment No. 1 to its Annual Report on
Form 10-K for the year ended December 31, 2004, as filed with the Securities and
Exchange  Commission  on March 31, 2005.  This  amendment  reports the following
changes  resulting from Arotech's and Arotech's  Independent  Registered  Public
Accounting  Firm's  completed   analysis  of  internal  control  over  financial
reporting as required under Section 404 of the Sarbanes-Oxley Act of 2002:

            >>    Replaces Item 9A, "Controls and Procedures";

            >>    Adds the report on internal  control over financial  reporting
                  from  Kost,  Forer,  Gabbay &  Kassierer,  a member of Ernst &
                  Young Global, Independent Registered Public Accounting Firm;

            >>    Provides  an  additional  Consent  of  Kost,  Forer,  Gabbay &
                  Kassierer,  a  member  of  Ernst & Young  Global,  Independent
                  Registered Public Accounting Firm; and

            >>    Replaces  the Section 302  certifications  from the  Chairman,
                  President and Chief Executive Officer and the Vice President -
                  Finance and Chief Financial Officer.

      This amendment does not reflect the restatement of any previously reported
financial  statements,  results of  operations  or any other  related  financial
disclosures.


<PAGE>

                                     PART II

ITEM 9A.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

      As of December 31, 2004, our management, including the principal executive
officer and principal  financial officer,  evaluated our disclosure controls and
procedures related to the recording, processing, summarization, and reporting of
information in our periodic  reports that we file with the SEC. These disclosure
controls  and  procedures  are  intended  to ensure  that  material  information
relating to us,  including our  subsidiaries,  is made known to our  management,
including these officers,  by other of our employees,  and that this information
is recorded,  processed,  summarized,  evaluated,  and reported,  as applicable,
within the time  periods  specified  in the SEC's  rules and  forms.  Due to the
inherent  limitations of control systems, not all misstatements may be detected.
These   inherent   limitations   include  the   realities   that   judgments  in
decision-making  can be faulty and that  breakdowns  can occur because of simple
error or mistake.  Any system of  controls  and  procedures,  no matter how well
designed and operated,  can at best provide only  reasonable  assurance that the
objective of the system are met and management  necessarily is required to apply
its judgment in evaluating the cost benefit  relationship  of possible  controls
and  procedures.  Additionally,  controls can be  circumvented by the individual
acts of some  persons,  by  collusion of two or more  people,  or by  management
override of the control.  Our controls  and  procedures  are intended to provide
only  reasonable,  not absolute,  assurance that the above  objectives have been
met.

      Based on their  evaluation  as of December 31,  2004,  except as otherwise
described  herein and below,  our  principal  executive  officer  and  principal
financial  officer  were  able to  conclude  that our  disclosure  controls  and
procedures  (as defined in Rules  13a-15(e) and 15d-15(e)  under the  Securities
Exchange Act of 1934) were effective to ensure that the information  required to
be disclosed  by us in the reports  that we file or submit under the  Securities
Exchange Act of 1934 is recorded, processed,  summarized and reported within the
time periods specified in SEC rules and forms.

      In  light  of  the  material  weakness  described  below,  our  management
performed  additional  analyses and other post-closing  procedures to ensure our
consolidated  financial  statements  are prepared in accordance  with  generally
accepted  accounting  principles in the United States (U.S. GAAP).  Accordingly,
management believes that the consolidated  financial statements included in this
report fairly present in all material respects our financial  position,  results
of operations and cash flows for the periods presented.

Management's Report on Internal Control Over Financial Reporting

      Our management,  including our principal executive and financial officers,
is responsible for establishing and maintaining  adequate  internal control over
our financial  reporting.  Our management has evaluated the effectiveness of our
internal controls,  pursuant to the requirements of Sarbanes-Oxley  Section 404,
as of the end of the  period  covered  by this  Annual  Report  on Form 10-K for
December 31, 2004. In making our  assessment of internal  control over financial
reporting, management used the criteria set forth by the Committee of Sponsoring
Organizations  ("COSO")  of  the  Treadway  Commission  in  Internal  Control  -
Integrated Framework. In accordance with the rules of the SEC, we did not assess

<PAGE>

the   internal   control  over   financial   reporting  of  Armour  of  America,
Incorporated,  which we acquired in August 2004,  financial  statements of which
reflect total assets of 4% of our  consolidated  assets as of December 31, 2004,
and total revenues of 5% of our  consolidated  revenues for the year then ended.
In our Annual Report on Form 10-K for the year ending December 31, 2005, we will
be required to provide an assessment of our  compliance  that takes into account
an assessment of Armour of America,  Incorporated and all of our other currently
existing subsidiaries as of December 31, 2005.

      For the  reasons  described  below,  we have  concluded  that  there  were
material  weaknesses  in our internal  controls at December 31, 2004. We note in
this connection that our Independent  Registered Public Accounting Firm audited,
in accordance  with the  standards of the Public  Company  Accounting  Oversight
Board (United  States),  our  consolidated  financial  statements  and financial
statement  schedule as of and for the year ended  December 31,  2004,  and their
report  dated March 24, 2005  expressed  an  unqualified  opinion  with  respect
thereto.

      On November 22, 2004,  the Audit  Committee of our Board of Directors,  on
the  recommendation  of our management and after discussion with our Independent
Registered Public Accounting Firm, made an internal  determination and concluded
that our  Annual  Report  on Form 10-K for the year  ended  December  31,  2003,
including  the  financial  statements  that our  Independent  Registered  Public
Accounting  Firm had previously  audited that are contained  therein,  contained
certain  errors  related to the  re-pricing  of warrants and grant of additional
warrants to certain of our  investors  and others and the  amortization  of debt
discount   arising  from  the  allocation  of  the  debt  discount  between  the
convertible  debentures and their detachable  warrants.  The net effect of these
errors,  which generally related to the timing and  characterization  of certain
non-cash  expenses,  was (i) to  increase  our net loss  attributable  to common
stockholders for 2003 by approximately $579,000 and to decrease our net loss for
the first half of 2004 by approximately  $608,000,  and (ii) to decrease our net
loss  attributable  to common  stockholders  for the nine and three months ended
September 30, 2004 by approximately $1,583,778 and $976,129,  respectively.  The
Audit Committee of our Board of Directors therefore concluded to restate certain
previously  issued financial  statements  contained in our Annual Report on Form
10-K for the year ended  December  31,  2003.  The  decision  to  restate  these
financial statements was made by our Audit Committee, upon the recommendation of
our management and with the  concurrence of our  Independent  Registered  Public
Accounting Firm.

      As a result of the restatement referred to in the preceding paragraph,  we
have  identified  material  weaknesses  for inadequate  controls  related to the
financial  statement  close  process,  convertible  debentures and share capital
processes  as  it  applies  to   non-routine   and  highly   complex   financial
transactions. A material weakness is a control deficiency (within the meaning of
the Public Company  Accounting  Oversight Board ("PCAOB")  Auditing Standard No.
2), or combination of control  deficiencies,  that results in more than a remote
likelihood  that a material  misstatement  of the  annual or  interim  financial
statements will not be prevented or detected. The material weaknesses arise from
insufficient staff with technical  accounting  expertise to independently  apply
our  accounting  policies,  as they  relate to  non-routine  and highly  complex
transactions,  in accordance with U.S. generally accepted accounting principles.
Management has identified  that due to the reasons  described  above, we did not
consistently  follow  established  internal  control  over  financial  reporting
procedures related to the analysis, documentation and review of selection of the
appropriate   accounting   treatment   for   non-routine   and  highly   complex
transactions.  Because of these material  weaknesses,  we have concluded that we
did not  maintain  effective  internal  control over  financial  reporting as of
December  31,  2004,  based  on  the  criteria  in  Internal  Control-Integrated
Framework.


                                      -2-
<PAGE>

      The foregoing  management  assessment of the effectiveness of our internal
control over  financial  reporting as of December 31, 2004,  has been audited by
Kost,  Forer,  Gabbay  and  Kassierer,  a member  of Ernst & Young  Global,  the
registered public accounting firm that audited the financial statements included
in our annual report, as stated in their report which is included below.

Management's Response to the Material Weaknesses

      In response to the material weaknesses described above, we have undertaken
to take the  following  initiatives  with respect to our  internal  controls and
procedures  that we believe  are  reasonably  likely to improve  and  materially
affect our  internal  control  over  financial  reporting.  We  anticipate  that
remediation will be continuing throughout fiscal 2005, during which we expect to
continue pursuing appropriate corrective actions, including the following:

            >>    Preparing  appropriate written  documentation of our financial
                  control procedures;

            >>    Adding additional qualified staff to our finance department;

            >>    Scheduling training for accounting staff to heighten awareness
                  of generally  accepted  accounting  principles  applicable  to
                  complex transactions;

            >>    Strengthening  our internal  review  procedures in conjunction
                  with our ongoing work to enhance our  internal  controls so as
                  to enable us to identify and adjust items proactively;

            >>    Engaging   an  outside   accounting   firm  to   support   our
                  Sarbanes-Oxley   Section  404  compliance  activities  and  to
                  provide  technical  expertise in the selection and application
                  of generally accepted accounting principles related to complex
                  transactions to identify areas that require control or process
                  improvements  and  to  consult  with  us  on  the  appropriate
                  accounting treatment applicable to complex transactions; and

            >>    Implementing  the  recommendations  of our outside  accounting
                  consultants.

      Our management and Audit Committee will monitor closely the implementation
of our remediation  plan. The  effectiveness of the steps we intend to implement
is subject to continued management review, as well as Audit Committee oversight,
and we may make  additional  changes  to our  internal  control  over  financial
reporting.

      We  cannot  assure  you that we will not in the  future  identify  further
material  weaknesses  in our  internal  control  over  financial  reporting.  We
currently are unable to determine when the  above-mentioned  material weaknesses
will be fully  remediated.  However,  because  remediation will not be completed
until we have  added  finance  staff and  strengthened  pertinent  controls,  we
presently  anticipate  that we will report in our Quarterly  Report on Form 10-Q
for the first quarter of fiscal 2005 that material weaknesses continue to exist.


                                      -3-
<PAGE>

Changes in Internal Controls Over Financial Reporting

      Except as noted above,  there have been no changes in our internal control
over financial  reporting that occurred  during our last fiscal quarter to which
this Annual Report on Form 10-K relates that have  materially  affected,  or are
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.


                                      -4-
<PAGE>

[LOGO] ERNST & YOUNG                                        Phone: 972-3-6232525
                                                            Fax:   972-3-5622555


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

                             To the Stockholders of

                               AROTECH CORPORATION

We have audited management's assessment, included in the accompanying "Report of
Management  on  Internal   Control  Over  Financial   Reporting,"  that  Arotech
Corporation did not maintain effective internal control over financial reporting
as of  December  31,  2004,  because of the  effect of  material  weaknesses  in
internal  controls  related  to  the  financial  statement  close  process,  the
convertible  debentures and share capital processes as it applies to non-routine
and highly  complex  financial  transactions,  based on criteria  established in
Internal  Control - Integrated  Framework  issued by the Committee of Sponsoring
Organizations   of  the  Treadway   Commission  (the  COSO  criteria).   Arotech
Corporation's  management is  responsible  for  maintaining  effective  internal
control over financial  reporting and for its assessment of the effectiveness of
internal control over financial  reporting.  Our responsibility is to express an
opinion on management's  assessment and an opinion on the  effectiveness  of the
company's internal control over financial reporting based on our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain  reasonable  assurance  about whether  effective
internal  control  over  financial  reporting  was  maintained  in all  material
respects. Our audit included obtaining an understanding of internal control over
financial reporting,  evaluating management's assessment, testing and evaluating
the design and operating  effectiveness of internal control, and performing such
other  procedures as we considered  necessary in the  circumstances.  We believe
that our audit provides a reasonable basis for our opinion.

A company's  internal control over financial  reporting is a process designed to
provide reasonable  assurance  regarding the reliability of financial  reporting
and the preparation of financial  statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control over
financial  reporting  includes those policies and procedures that (1) pertain to
the  maintenance  of records that, in reasonable  detail,  accurately and fairly
reflect the  transactions  and  dispositions  of the assets of the company;  (2)
provide  reasonable  assurance  that  transactions  are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting  principles,  and that receipts and  expenditures  of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of  unauthorized  acquisition,  use, or  disposition  of the company's
assets that could have a material effect on the financial statements.


<PAGE>

Because of its inherent  limitations,  internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may deteriorate.

A  material  weakness  is  a  control  deficiency,  or  combination  of  control
deficiencies,  that  results  in more than a remote  likelihood  that a material
misstatement of the annual or interim financial statements will not be prevented
or detected. The following material weaknesses have been identified and included
in  management's  assessment.  Management  identified  material  weaknesses  for
inadequate   controls   related  to  the  financial   statement  close  process,
convertible  debentures and share capital processes as it applies to non-routine
and highly complex financial  transactions.  The material  weaknesses arise from
insufficient staff with technical  accounting  expertise to independently  apply
the Company's  accounting  policies,  as they relate to  non-routine  and highly
complex  transactions,  in accordance with U.S.  generally  accepted  accounting
principles ("GAAP"). Management has identified that due to the reasons described
above, the Company did not consistently follow established internal control over
financial reporting procedures related to the analysis, documentation and review
of selection of the appropriate  accounting treatment for non-routine and highly
complex transactions. These material weaknesses resulted in a restatement of the
2003  consolidated  financial  statements and quarterly  unaudited  consolidated
financial  statements  for each of the quarters  through  September 30, 2004 and
related to the errors in the appropriate  accounting  treatment to be applied to
(i) re-pricing of warrants and grant of additional warrants to certain investors
and others,  and (ii)  amortization of debt discount arising from the allocation
of the debt discount  between the  convertible  debentures and their  detachable
warrants.  The net effect of these errors, which generally related to the timing
and characterization of certain non-cash expenses,  was (i) to increase net loss
attributable to common  stockholders for 2003 by  approximately  $579,000 and to
decrease net loss for the first half of 2004 by approximately $608,000, and (ii)
to decrease net loss attributable to common  stockholders for the nine and three
months  ended  September  30, 2004 by  approximately  $1,583,778  and  $976,129,
respectively.   The  above   material   weaknesses   resulted  in  the  material
misstatement of amount of convertible  debentures,  finance  expenses related to
convertible debentures and stockholders' equity.

These material weaknesses were considered in determining the nature, timing, and
extent of audit tests applied in our audit of the December 31, 2004 consolidated
financial statements, and this report does not affect our report dated March 24,
2005 on those consolidated financial statements.

As indicated in the accompanying  "Report of Management on Internal Control Over
Financial  Reporting,"   management's   assessment  of  and  conclusion  on  the
effectiveness of internal  control over financial  reporting did not include the
internal  controls of Armour of America Inc., a  wholly-owned  subsidiary  whose
total  assets  and total  revenues  represent  4% and 5%,  respectively,  of the
related  consolidated  financial  statement amounts as of and for the year ended
December  31,  2004,  which was  acquired by the Company in a purchase  business
combination during 2004. Our audit of internal control over financial  reporting
of Arotech  Corporation  also did not  include  an  evaluation  of the  internal
control over financial reporting of Armour of America Inc.


                                      -2-
<PAGE>

In our  opinion,  management's  assessment  that  Arotech  Corporation  did  not
maintain effective internal control over financial  reporting as of December 31,
2004,  is fairly  stated,  in all material  respects,  based on the COSO control
criteria.  Also, in our opinion,  because of the effect of the material weakness
described  above on the  achievement of the objectives of the control  criteria,
Arotech Corporation has not maintained effective internal control over financial
reporting as of December 31, 2004, based on the COSO control criteria.



Tel-Aviv, Israel                                 KOST, FORER, GABBAY & KASIERER
April 21, 2005                                  A Member of Ernst & Young Global


                                      -3-
<PAGE>

                                     PART IV

ITEM 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)   The following documents are filed as part of this amended report:

      (3)   Exhibits - The following  Exhibits are either filed herewith or have
            previously  been filed with the Securities  and Exchange  Commission
            and are  referred to and  incorporated  herein by  reference to such
            filings:

      Exhibit No.                              Description
      -----------                              -----------

      *23.1.......Consent of Kost, Forer, Gabbay & Kassierer, a member of  Ernst
                  & Young Global

      *31.1.......Certification  of  Principal  Executive  Officer  pursuant  to
                  Section 302 of the Sarbanes-Oxley Act of 2002

      *31.2.......Certification  of  Principal  Financial  Officer  pursuant  to
                  Section 302 of the Sarbanes-Oxley Act of 2002

---------------------------
      *Filed herewith


<PAGE>

                                   SIGNATURES

      Pursuant  to the  requirements  of Section  13 or 15(d) of the  Securities
Exchange Act of 1934,  the  Registrant has duly caused this amended report to be
signed on its behalf by the undersigned, thereunto duly authorized, on May 2,
2005.

                                            AROTECH CORPORATION


                                             By:   /s/  Robert S. Ehrlich
                                                --------------------------------
                                                Name:   Robert S. Ehrlich
                                                Title:  Chairman, President and
                                                        Chief Executive Officer

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this amended report has been signed below by the following  persons on behalf of
the registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
            Signature                                      Title                                   Date
            ---------                                      -----                                   ----
<S>                                       <C>                                                   <C>
     /s/ Robert S. Ehrlich                Chairman, President, Chief Executive Officer
-------------------------------------                     and Director
         Robert S. Ehrlich                         (Principal Executive Officer)                May 2, 2005

     /s/ Avihai Shen
-------------------------------------             Vice President - Finance                      May 2, 2005
         Avihai Shen                            (Principal Financial Officer)

     /s/ Danny Waldner
-------------------------------------                    Controller                             May 2, 2005
         Danny Waldner                         (Principal Accounting Officer)

     /s/ Steven Esses
-------------------------------------      Executive Vice President, Chief Operating            May 2, 2005
         Steven Esses                                Officer and Director


-------------------------------------                       Director                            May __, 2005
         Dr. Jay M. Eastman

     /s/ Lawrence M. Miller
-------------------------------------                       Director                            May 2, 2005
         Lawrence M. Miller

     /s/ Jack E. Rosenfeld
-------------------------------------                       Director                            May 2, 2005
         Jack E. Rosenfeld


-------------------------------------                       Director                            May __, 2005
         Bert W. Wasserman

/s/ Edward J. Borey
-------------------------------------                       Director                            May 2, 2005
         Edward J. Borey
</TABLE>


<PAGE>

                                  EXHIBIT INDEX

     Exhibit
      Number                                            Description
     -------                                            -----------

      23.1 ......Consent of Kost, Forer, Gabbay & Kassierer,  a member of Ernst
                 & Young Global


      31.1 ......Certification  of Chief Executive  Officer pursuant to Section
                 302 of the Sarbanes-Oxley Act of 2002


      31.2 ......Certification  of Chief Financial  Officer pursuant to Section
                 302 of the Sarbanes-Oxley Act of 2002