SecProbe.io

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Mail Stop 6010

August 19, 2005

Adar Azancot
Chief Executive Officer
RADA Electronic Industries Ltd.
7 Giborei Israel Street
Netanya 42504, Israel

	Re:	RADA Electronic Industries Ltd.
		Registration Statement on Form F-3 and
		  documents incorporated by reference
      	Filed on August 12, 2005
		File No. 333-127491

Dear Mr. Azancot:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your filings in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 20-F for the Year Ended December 31, 2004

Item 15.  Controls and Procedures, page 76

1. We note your conclusion regarding the effectiveness of your
disclosure controls and procedures.  However, the language that
appears after the word "effective" does not fully comply with the
definition of disclosure controls and procedures as contained in
Rule
13a-15(e) of the Exchange Act.  Please revise your filing to
remove
this language.  Alternatively, if you elect to retain the language
appearing after the word "effective," please revise your filing to
ensure the language complies with the definition of disclosure
controls and procedures contained in Rule 13a-15(e) of the
Exchange
Act.

2. We note your statement that "all internal control systems, no
matter how well designed have inherent limitations.  Therefore,
even
those systems determined to be effective may not prevent or detect
misstatements and can only provide reasonable assurance with
respect
to financial statement preparation and presentation."  Please
revise
your filings to state clearly, if true, that your disclosure
controls
and procedures are designed to provide reasonable assurance of
achieving their objectives. In the alternative, remove the
reference
to the level of assurance of your disclosure controls and
procedures.
Please refer to Section II.F.4 of Management`s Reports on Internal
Control Over Financial Reporting and Certification of Disclosure
in
Exchange Act Periodic Reports, SEC Release No. 33-8238, available
on
our website at <http://www.sec.gov/rules/final/33-8238.htm>.

Consolidated Financial Statements, page F-1

Report of Independent Auditors, page F-3

3. We note that Luboshitz Kasiserer, an affiliate member of Ernst
&
Young International, issued their report dated June 23, 2003 on
your
financial statements for the year ended December 31, 2002 and that
their report references the auditing standards established by the
Public Company Accounting Oversight Board (United States).
However,
it does not appear that Luboshitz Kasiserer is registered with the
Public Company Accounting Oversight Board.  Please note that an
unregistered firm cannot update their report to be performed in
accordance with the Public Accounting Oversight Board Standards
(United States).  Please have your former auditor revise its
report
to remove the reference to the Public Accounting Oversight Board
Standards (United States) and please file an amendment to your
Form
20-F to include the revised report.  Please also file an amendment
to
your Form F-3 to update the consent of your former auditor to
reference the amended Form 20-F.

Statement of Cash Flows, page F-7

4. Revise your filing to separately present the proceeds and
repayments of your short-term bank credits and loans within your
statement of cash flows or tell us why you believe these items
qualify for net reporting.  Refer to paragraphs 11-13 of SFAS 95.

Notes to Consolidated Financial Statements, page F-9

Note 2.  Significant Accounting Policies, page F-9

-m.  Concentrations of Credit Risk, page F-13

5. We note that you have an outstanding long-term receivable to
your
CEO and former officer of $983,000 as of December 31, 2004 and
2003
and that you are currently in litigation with these officers
regarding such loans.  We further note your disclosures on page F-
21
and F-22 that you have various legal proceedings outstanding with
your former CEO and officers in part relating to these
receivables.
Please tell us and revise your filing to explain how you have
determined that these outstanding receivables are collectible as
of
December 31, 2004.

-p.  Revenue Recognition, page F-14

6. We note that your revenues from certain arrangements may
include
multiple elements within a single contract and that you account
for
these arrangements as one unit of accounting under EITF 00-21.
Please tell us and revise your filing to explain in more detail
the
nature of any multiple element arrangements that are within the
scope
of EITF 00-21 and why you believe it is appropriate to account for
these as one unit of accounting.  Disclose when you recognize
revenue
on these arrangements.

7. We further note on page 19 and throughout the filing that your
arrangements include software packages.  Please tell us how you
have
considered SOP 97-2 and EITF 03-05 in your revenue recognition
policies for sales including software.

Note 7.  Intangible Assets, net, page F-20

8. We note that you recorded $758,000 and $251,000 of impairment
related to specific test system program sets for the year ended
December 31, 2003 and 2002, respectively and that these charges
were
recorded because you did not anticipate future revenues on
specific
Test Systems Program Sets.  We further note on page F-9 that you
changed the useful life of the intangibles from five to ten years
during 2003.  Tell us why you concluded it was appropriate to
change
the useful life from five to ten years for your test systems
program
sets at the same time you were recording an impairment of similar
assets.

Note 10.  Commitments and Contingent Liabilities, page F-21

9. You state that you have recorded floating charges on your
assets
and specific charges on certain of your assets in respect to your
liabilities to banks and other creditors.  Please tell us and
revise
your filing to disclose the nature of your liabilities under your
bank and other creditor arrangements.  Clarify why you record
floating charges and specific charges on your assets.  Within your
discussion, please tell us how you account for these charges
within
your consolidated financial statements.

10. We note that you have obtained $3.1 million in guarantees on
behalf your customers and suppliers in the ordinary course of
business.  We further note your disclosure on page F-10 that you
have
restricted cash of $1 million related to guarantees your
customers.
Tell us and revise your filing to explain the nature of your
obligations under these guarantees, including the approximate term
of
these guarantees, how the guarantees arose, the events or
circumstances that would require you to perform under these
guarantees, and other disclosures required by paragraph 13 of FIN
45.
Within your discussion, please tell us and revise to state why you
have restricted cash of $1 million related to guarantees for your
customers.

Note 11.  Shareholder`s Equity, page F-23

11. We note you have determined the fair value of the warrants and
investment rights that were issued in 2003 and 2004 based upon an
analysis completed by an independent third party valuation firm.
While you are not required to make reference to such, you should
disclose the name of the expert and include the consent of the
expert
since the reference is made in a 1933 Act filing.  Alternatively,
remove such reference to an expert and disclose how management
determined the validity of the valuation that was obtained and
used
in the determination of the fair value of the warrants and
investments rights.

12. We note that you issued warrants to purchase 3,781,995 shares
of
common stock to your banks in conjunction with your debt
restructuring in 2003.  We also note that you issued warrants to
purchase 1,100,000 shares of common stock to the same banks.
However, it is unclear whether the warrants to purchase 1,100,000
shares of common stock were issued as part of the restructuring or
as
part of a separate transaction.  It is also unclear how you
accounted
for the 1,100,000 warrants.  Please tell us and revise the filing
to
clarify whether the 1,100,000 warrants were issued as part of the
restructuring and how you have accounted for the issuance of the
1,100,000 warrants.

*          *          *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your 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 your amendment and
responses
to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information investors require for an informed
investment 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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness 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.

	We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

	We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	You may contact Tara Harkins at (202) 551-3639 or Kevin
Vaughn
at (202) 551-3643 if you have questions regarding comments on the
financial statements and related matters.  Please contact Tim
Buchmiller at (202) 551-3635 or me at (202) 551-3800 with any
other
questions.

							Sincerely,

							Peggy A. Fisher
							Assistant Director

cc:  	Steven J. Glusband, Esq.
	Sarit Molcho, Adv.
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Adar Azancot
RADA Electronic Industries Ltd.
August 19, 2005
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