SecProbe.io

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[KOOR INDUSTRIES LTD. (An Israeli Corporation) GRAPHIC OMITTED]

                                               Finance Department
                                               14 Hamelacha Street
                                               Park Afek
                                               Rosh Ka'Ayin, Israel 48091
                                               Tel: 972-3-9008310
                                               Fax: 972-3-9008313

                                     November 21, 2005

VIA FACSIMILE AND EDGAR
-----------------------

Larry Spirgel
Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.  20549

             Re:   Koor Industries Ltd. (File No. 1-09178)
                   Form 20-F for the Fiscal Year Ended December 31, 2004
                   Filed July 15, 2005
                   Form 20-F/A for the Fiscal Year Ended December 31, 2004
                   Filed September 16, 2005
                   -------------------------------------------------------

Dear Mr. Spirgel:

         On behalf of Koor Industries Ltd., a corporation organized under the
laws of the State of Israel (the "Company"), set forth below are the Company's
responses to the comments of the staff of the Securities and Exchange
Commission (the "Staff") to the above-referenced Form 20-F of the Company (the
"Form 20-F") set forth in your letter dated November 8, 2005 (the "Comment
Letter"). For the convenience of the Staff, each response has been numbered to
correspond with the comments in the Comment Letter. Capitalized terms used but
not defined herein shall have the meanings ascribed to them in the Form 20-F.

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

Principal and Subsidiary Auditor Reports, page F-2
--------------------------------------------------

Report of Independent Auditors, page F-2
----------------------------------------

                                       1

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1.       We note your response to comment 3. It is unclear which auditor has
         taken responsibility for the conversion of Balton CP Limited's results
         from US GAAP to Israeli GAAP. In future filings, in order to make this
         point more clear, revise the second paragraph of the audit report
         issued for Koor Trade to specifically identify Balton CP Limited and
         any other affiliates whose financial statements were not audited by
         Koor Trade's auditor.

                  The Company will comply with the Staff's request and include
         in its future filings a revised auditors' report issued for Koor Trade
         Ltd. ("Koor Trade") that specifically identifies Balton CP Limited and
         any other affiliates whose financial statements were not audited by
         Koor Trade's principal auditor.

Auditors' Report of Nutriblend, Ltd., page F-138
------------------------------------------------

2.       We note your response to comment 4. It is unclear which auditor has
         taken responsibility for the conversion of Nutriblend Limited's
         results from US GAAP to Israeli GAAP. In future filings, in order to
         make this point more clear, revise the second paragraph of the audit
         report issued for Lycored Natural Products Industries, Ltd. to
         specifically identify Nutriblend Limited and any other subsidiaries
         whose financial statements were not audited by the auditor of Lycored.

                  The Company will comply with the Staff's request and include
         in its future filings a revised auditors' report issued for Lycored
         Natural Products Industries ("Lycored") that specifically identifies
         Nutriblend Limited and any other subsidiaries whose financial
         statements were not audited by Lycored's principal auditor.

Auditor Reports Issued by Hoberman, Miller Goldstein & Lesser, pages F-128,
F-131 and F-132
--------------------------------------------------------------------------

3.       We note your response to comment 6, where Hoberman Miller, Goldstein &
         Lesser, CPA's P.C. indicate that there were no identified differences
         between US GAAP and Israeli GAAP for either Talla-Com, Tadiran
         Electronic Industries, LLC, or Microwave Networks, Inc. In future
         filings, in order to make this point more clear, the Hoberman Miller,
         Goldstein & Lesser, CPA's P.C. audit report should be revised to
         indicate that the "application of accounting principles generally
         accepted in Israel did not have any effect on the results of
         operations, shareholder's equity and cash flows ..."

                  The Company will comply with the Staff's request and include
         in its future filings revised auditors' reports issued by Hoberman
         Miller, Goldstein & Lesser, CPA's P.C. for Talla-Com, Tadiran
         Electronic Industries, LLC, and Microwave Networks, Inc. that include
         the language suggested by the Staff.

                                       2
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Note 28  Material Differences Between Israeli and US GAAP and their Effect
on Financial Statements, page F-107
--------------------------------------------------------------------------

Reconciliation of net earnings (loss), page F-119
-------------------------------------------------

4.       We note your response to comment 9. In future filings, please revise
         to clarify that the difference between Israeli GAAP and US GAAP is
         related to timing.

                  The Company will comply with the Staff's request and clarify
         in its future filings that the difference between Israeli GAAP and US
         GAAP is related to timing.

5.       We note your response to comment 15. Revise your accounting policy to
         explain in more detail your basis for proportionately consolidating
         Yehuda Hotels, Ltd., Herod's Hotels Spa and Resort, Ltd. and Telrad
         Networks, Ltd.

                  As discussed below in its response to comment 6, the Company
         believes that the basis for proportionately consolidating Telrad
         Networks, Ltd. ("Telrad") is clearly described in Note 3D(1) to its
         financial statements. With respect to Yehuda Hotels Ltd. and Herod's
         Hotels Spa and Resort Ltd., the Company advises the Staff that its
         investment in each of those companies is immaterial (the Company's
         investment in those companies together represents less than two
         percent of the Company's consolidated total assets under Israeli GAAP
         as of December 31, 2004 and those companies' combined net income for
         the year ended December 31, 2004 represents less than one percent of
         the Company's consolidated net income under Israeli GAAP for the same
         period). The Company believes the disclosure in Notes 2A(3), 2E(1) and
         2E(3) to its financial statements explain the main accounting
         principles with respect to this issue. Accordingly, the Company
         respectfully proposes not to amend its Form 20-F for the sole purpose
         of supplementing its accounting policy disclosure; instead the Company
         proposes revise future filings to explain in more detail the basis for
         proportionately consolidating the above companies by the following
         disclosure in Note 2E(1) to its financial statements:

                  "The consolidated financial statements include the financial
                  statements of the Company and of all the companies in which
                  the Company has control. Jointly controlled companies are
                  included in the consolidated financial statements by the
                  proportionate consolidation method. A jointly controlled
                  company is an entity whose significant operating policies
                  are, by contractual arrangement, jointly controlled by all
                  parties having an equity interest in the entity."

6.       It is not clear how Telrad met the accommodation in Form 20-F under
         Item 17(c) (2)(vii) that allows you to omit Israeli GAAP to US GAAP
         reconciliation, because it does not appear that all parties with an
         equity interest have the right to share in the control of all
         significant financial and operating policies. The existence of
         significant participating rights that preclude consolidation under
         EITF 96-16 would ordinarily mean that not all significant financial
         and operating policies of the entity are jointly controlled by all
         parties with an equity interest. Please tell us in more detail about

                                       3
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         why you believe the above-mentioned accommodation is available to
         Telrad. Please refer to section VI(C) of International Reporting and
         Disclosure Issues in the Division of Corporation Finance, which is
         located on our website at
         http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.
         htm#P577_92041.

                  Telrad is a developer and marketer of telecom products and
         end-to-end solutions, thus meeting the operating entity criterion set
         forth in Item 17(c)(2)(vii) of Form 20-F. Furthermore, all significant
         financial and operating policies of Telrad are jointly controlled by
         all the parties with an equity interest.

                  The Company, as the majority shareholder, and Fortissimo GP
         Capital Fund L.P. ("Fortissimo"), as the sole minority shareholder
         during 2004, are party to a shareholders'agreement. As described in
         Note 3D(1) to the Company's financial statements as of and for the
         year ended December 31, 2004, the shareholders' agreement stipulates a
         list of matters governing essentially all significant financial and
         operating policies of Telrad, which must be approved by the joint
         consent of the Company and Fortissimo. These matters include: (i)
         approval of Telrad's budget; (ii) appointment of Telrad's executives
         and determining their terms of employment; (iii) dividend
         distribution; (iv) amending the organizational documents of the
         company; (v) issuance of ordinary shares, convertible securities or
         other securities; (vi) merger or sale of substantially all of the
         company's assets; (vii) increase in the number of directors; (viii)
         related party transactions; (ix) loans, advances or guarantees other
         than in the ordinary course of business; (x) formation or investment
         in an entity that is not wholly owned; (xi) material changes in the
         nature of business; (xii) effecting any form of winding up of the
         company; (xiii) selling or granting a license to the company's
         technology; (xiv) making various financial investments; and (xv)
         incurring indebtedness exceeding a certain amount.

                  Although section VI(C) of International Reporting and
         Disclosure Issues in the Division of Corporation Finance, states that
         the existence of significant participating rights that preclude
         consolidation under EITF 96-16 would ordinarily mean that not all
         significant financial and operating policies of the entity are jointly
         controlled by all parties with an equity interest, all Telrad's
         significant financial and operating policies are in fact jointly
         controlled by all parties with an equity interest. As described above,
         Fortissimo's rights under the shareholders' agreement confer to
         Fortissimo the right to actually participate in essentially all the
         significant decisions related to the Telrad's normal course of
         business, thereby preventing the Company from actual control over
         Telrad and requiring the joint consent of the Company and Fortissimo
         in decisions on all matters that are critical for the operating
         objectives of Telrad. As a result, according to Israeli GAAP, Telrad
         is jointly controlled by the Company and Fortissimo, and is thus
         precluded from consolidation by the Company. Accordingly, Telrad is
         included in the Company's financial statements by the proportionate
         consolidation method.

                  Therefore, the Company believes that the accommodation set
         forth in Item 17(c)(2)(vii) of Form 20-F is applicable to Telrad, as
         both the operating entity criterion and the joint control criterion
         are met.

                                       4

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              If you have any questions regarding the responses to the Staff's
comments, or require additional information, please contact the undersigned at
011-972-3-900-8310.

                                                     Sincerely,

                                                     /s/ Ran Maidan

                                                     Ran Maidan
                                                     Senior Vice President
                                                     & Chief Financial Officer

cc:  Shlomo Heller
     Michal Yageel
         Koor Industries Ltd.

     David Goldschmidt
     Yehuda Markovits
         Skadden, Arps, Slate, Meagher & Flom LLP

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