SecProbe.io

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Mail Stop 3561

      							August 17, 2005

Mr. Yuval Yanai
Chief Financial Officer
Koor Industries, Ltd.
14 Hamelacha Street
Rosh Ha`ayin 48091, Israel

	Re:	Koor Industries, Ltd.
      Form 20-F for the Fiscal Year Ended December 31, 2004
		Filed July 15, 2005

Dear Mr. Yanai:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Where indicated, we think you should
revise your documents 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 or may not
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 Years Ended December 31, 2004

Item 15, Controls and Procedures, page 113

1. We note your disclosure that your disclosure controls and
procedures are "effective in alerting them on a timely basis to
material information relating to us required to be included in our
reports file[d] or submitted under the Exchange Act."  Please
revise
to clarify, if true, that your disclosure controls and procedures
also are effective to ensure that information required to be
disclosed in the reports that you file or submit under the
Exchange
Act is accumulated and communicated to your management, including
your principal executive and principal financial officers, to
allow
timely decisions regarding required disclosure.  See Rule 13a-
15(e)
of the Exchange Act.  Alternatively, you may simply state that
your
disclosure controls and procedures are effective.

Principal and Subsidiary Auditor Reports, page F-2

Report of Independent Auditors, page F-2

2. The audit report of your principal auditor as of December 31,
2004
and 2003 and for the three years then ended, states that with
respect
to certain subsidiaries and affiliates, your audit opinion is
based
solely on the reports of the other auditors.  Your relationship to
the companies for which audit reports have been included is
unclear.
If you have included an audit report for a subsidiary other than
those listed in exhibit 8.1, please tell us what your relationship
is
to that company.

3. The audit report of your principal auditor as of December 31,
2004
and 2003 and for the three years then ended, states that with
respect
to certain subsidiaries and affiliates, your audit opinion is
based
solely on the reports of the other auditors.  The subsidiary and
affiliate auditors` reports on the financial statements of Talla-
Com,
Tadiran Electronic Industries, LLC, Microwave Networks, Inc., and
Balton CP Limited, express opinions on the entities` conformity
with
US GAAP.  It is unclear which auditor has taken responsibility for
the conversion of the subsidiary amounts from US GAAP to Israeli
GAAP.  Responsibility for the conversions should be clearly stated
in
the report of the auditor that has taken responsibility.
Therefore,
please amend your 20-F to include audit reports that clearly state
which  auditor has taken responsibility for the conversions.  For
further guidance, refer to Topic V (J) of the information provided
in
the International Reporting and Disclosure Issues in the Division
of
Corporation Finance, which is available on our website at:
http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm
#P2
44_30840.

Auditors` Report of Nutriblend, Ltd., page F-134

4. The audit report of your principal auditor as of December 31,
2004
and 2003 and for the three years then ended, states that with
respect
to certain subsidiaries and affiliates, your audit opinion is
based
solely on the reports of the other auditors.  The audit report of
Goodman Jones on the financial statements of Nutriblend Ltd.,
express
an opinion on the entities` conformity with UK GAAP.  It is
unclear
which auditor has taken responsibility for the conversion of the
subsidiary amounts from UK GAAP to Israeli GAAP.  Responsibility
for
the conversions should be clearly stated in the report of the
auditor
that has taken responsibility.  Revise your Form 20-F to include
an
audit report that clearly states the auditor responsible for the
conversion from UK GAAP to Israeli GAAP.

Auditor Reports Issued by Hoberman, Miller Goldstein & Lesser,
pages
F-124, F-127 and F-128

5. Revise to include the city and state where the accountant`s
reports were issued in accordance with Rule 2-02(a)(3) of
Regulation
S-X.

6. The subsidiary and affiliate auditors` reports on the financial
statements of Talla-Com, Tadiran Electronic Industries, LLC, and
Microwave Networks, Inc. all include a statement that "Application
of
accounting principles generally accepted in Israel did not have a
material effect on the results of operations, shareholder`s equity
and cash flows for the years ended December 31, 2004 and 2003."
However, we note the significant adjustments required in note 28
to
convert your results from Israeli GAAP to US GAAP.  Please tell us
about the GAAP differences that were identified for each company
and
why they were not considered to have a material effect on the
results
of operations, shareholder`s equity and cash flows.

Note 28.  Material Differences Between Israeli and US GAAP and
their
Effect on Financial Statements, page F-107

7. Please consider providing a cross reference from your
descriptions
of the Israeli versus US GAAP differences, which are presented
beginning on page F-107, to each line item in your numerical
reconciliations beginning on page F-117.

Reconciliation of net earnings (loss), page F-117

8. We refer to the reconciling item described in note A(7) for
provisions for anticipated losses from realization of convertible
securities in investee companies.  Please provide us with an
example
of a situation where you were required to create a provision for
such
a loss and how you determined the reconciling item to arrive at US
GAAP.

9. We refer to the reconciling item described in note A(8) for
employee severance benefits as a part of an efficiency program.
It
is not clear what the differences are between Israeli and US GAAP
beginning in 2003; please clarify.  Also, please tell us why
severance pay under US GAAP would have been more than that
reported
in Israeli GAAP in 2003 and less than the amounts reported in
Israeli
GAAP in 2004.

10. We refer to the reconciling item entitled "capital gain from a
decline in holding in consolidated company."  Please explain what
this adjustment refers to and revise to describe the Israeli
versus
US GAAP differences.

11. We refer to the reconciling item described in note A(11)
entitled, "revenue recognition - adoption of SAB 101."  Please
explain in more detail what the differences are between US GAAP
and
Israeli GAAP for the years presented, and what the reconciling
items
represent.

12. We refer to the reconciling item entitled, "differences from
investee due to impairment previously recorded."  Please explain
to
us the nature of this adjustment. Also revise your disclosure to
describe the differences between Israeli and US GAAP.

13. We refer to the reconciling item associated with your
investment
in ECI, as described in note A(14).  Please explain in greater
detail
how you accounted for the impairment and the currency translation
adjustment in Israeli GAAP and clearly explain to us how you
determined the reconciling adjustments in accordance with US GAAP.
Further, please tell us why the excess of Koor`s share in the
equity
over the investment was attributed to ECI`s non-current assets and
how this affects your financial statements.

Consolidated Statement of Cash Flows

14. In accordance with Item 17(c)(2)(iii) of Form 20-F, revise to
include a statement of cash flows prepared in accordance with US
GAAP
and SFAS No. 95 or with International Accounting Standard 7; or
furnish in a note to the financial statements a quantified
description of the material differences between cash or funds
flows
reported in your primary financial statements and cash flows that
would be reported in a statement of cash flows prepared in
accordance
with US GAAP.

15. You state in note 2 that you consolidate jointly controlled
companies by the proportionate consolidation method.  Please
identify
those entities for us, and tell us how you complied with the
provisions set forth in Item 17(c)(2)(vii) to Form 20-F.

Statement of Shareholders` Equity

16. In your response letter, please provide us with statements of
changes in shareholders` equity for 2004 and 2003 using balances
determined under US GAAP to help us understand your US GAAP
presentation.  Consider including this information in future
filings.

Financial Statements of Makhteshim-Agan Industries Ltd., page F-
142

Audit Report of Makhteshim-Agan Industries Ltd., page F-143

17. The report of Somekh Chaikin on the financial statements of
Makhteshim-Agan Industries Ltd. for the years ended December 31,
2004, 2003 and 2002 included in your Form 20-F indicates that the
audits were conducted on a basis of auditing other than standards
of
the Public Company Accounting Oversight Board (PCAOB).  You should
take whatever steps are necessary to obtain an audit conducted in
accordance with the standards of the PCAOB.  You should then amend
your Form 20-F to include financial statements accompanied by an
audit report that states that the audits were conducted in
accordance
with the standards of the Public Company Accounting Oversight
Board
(United States).

18. Revise to include the city and state where the accountant`s
report was issued in accordance with Rule 2-02(a)(3) of Regulation
S-
X.

*    *    *    *

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  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 required under the Securities
Exchange Act of 1934 and that they have provided 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.

	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 filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; 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 our review of your filings or
in
response to our comments on your filings.

      You may contact Christine Bashaw, Staff Accountant, at (202)
551-3363 or Terry French, Accountant Branch Chief, at (202) 551-
3828
if you have questions regarding comments on the financial
statements
and related matters.  Please contact me at (202) 551-3810 with any
other questions.

								Sincerely,

								Larry Spirgel
								Assistant Director

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Mr. Yuval Yanai
Koor Industries, Ltd.
August 17, 2005
Page 6

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

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