SecProbe.io

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Room 4561
      September 29, 2005

Tal Raz
Vice President and Chief  Financial Officer
Elron Electronic Industries LTD.
3 Azrieli Center
42nd Floor
Tel-Aviv, Israel 67023

Re: 	Elron Electronic Industries LTD.
      Form 20-F for the year ended December 31, 2004
      Filed July 13, 2005
      File No. 000-11456

Dear Mr. Raz:

      We have reviewed the above referenced filing and have the
following comments.  Please note that we have limited our review
to
the matters addressed in the comments below.  We may ask you to
provide us with supplemental information so we may better
understand
your disclosure.  Please be as detailed as necessary in your
explanation.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. We note that Elron Electronics Industries Ltd. ("Elron")
received
an order from the Commission pursuant to Section 3(b)(2) of the
Investment Company Act of 1940 declaring that Elron was not an
investment company.  See In re Elron Electronic Industries, Ltd.,
SEC
Rel. No. IC-11314 (Aug. 22, 1980) (the "3(b)(2) Order").  The
3(b)(2)
Order was based upon a number of factual representations made by
Elron as part of its application for that order.  See In re Elron
Electronic Industries, Ltd., SEC Rel. No. IC-111273 (July 23,
1980).
We further note that a number of these factual representations no
longer appear to accurately describe Elron`s present business.
Please provide us with a written explanation that details why you
believe that Elron is still entitled to rely upon the 3(b)(2)
Order,
and if you conclude that Elron is unable to rely upon its 3(b)(2)
Order, please provide us with a written analysis of why you
believe
Elron is not an investment company, or is otherwise excepted or
exempt from regulation under the Investment Company Act of 1940.

Please note that disclosure of the requested information is
voluntary
on your part.  There are no direct sanctions and thus no direct
effects for failing to provide all or any part of the requested
information.  Furthermore, our request for information is subject
to
the policies and statements contained in Form SEC1662, which is
available on our website at:
http://www.sec.gov/about/forms/sec1662.pdf.

Consolidated Financial Statements
Report of Independent Registered Accounting Firm-page 2
2. We note that certain of the other auditors` reports included in
the filing reference other auditors` reports.  Tell us how you
considered the guidance Rule 2-05 of Regulation S-X.  The
auditor`s
report for DEP Technology and ChipX reference other auditors,
however
those other auditor`s report are not included in the filing.

Consolidated Statements of Operations-page 6

3. The net revenues and cost of revenues are presented in the
consolidated statements of operations on an aggregated basis.
Tell
us what consideration was given to presenting revenue and costs of
revenues on a disaggregated basis in accordance with Rule 5-03(b)
of
Regulation S-X.  Also, provide us with a detailed description of
the
various components of net revenues.

4. Item 17(b) of Form 20-F indicates that the financial statements
should disclose information substantially similar to financial
statements that comply with U.S. generally accepted accounting
principles and Regulation S-X.  Tell us how you considered and
whether you believe that your presentation of the Consolidated
Statements of Operations is in accordance with the guidance in
Rule
5-03 of Regulation S-X.  In this regard, the revenue caption and
subtotal should only include captions that qualify as revenue.
For
example, the gain from disposal of business and affiliated
companies
should be classified in cost and expenses and as non-operating
income.

*	*	*	*	*

      As appropriate, please amend your filing and respond to
these
comments within ten business days or tell us when you will provide
us
with a response.  Please submit all correspondence and
supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  You
may wish to provide us with marked copies of any amendment to
expedite our review.  Please furnish a cover letter with any
amendment that keys your responses to our comments and provides
any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing any amendment and your responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

	If you have any questions, please call Morgan Youngwood at
(202)
551-3479 or Stephen Krikorian at (202) 551-3488.

							Sincerely,

							Stephen Krikorian
							Accounting Branch Chief

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Tal Raz
Elron Electronic Industries LTD.
September 29, 2005
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