FORM 20-F/A
(Amendment No. 2)

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934;

OR

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2007;

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to ___________

For the fiscal year ended December 31, 2007 Commission File Number: 000-27974 

CIMATRON LTD.
(Exact name of Registrant as specified in its charter and translation of Registrant’s name into English)

Israel
(Jurisdiction of incorporation or organization)

11 Gush Etzion St., Givat Shmuel 54030, Israel
(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act:
None
Securities registered or to be registered pursuant to Section 12(g) of the Act:
Ordinary Shares, nominal value 0.10 New Israeli Shekel per share
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None
(Title of Class)

Indicate the number of outstanding shares of each of the issuer's classes of capital or common
stock as of the close of the period covered by the annual report:

7,887,682 Ordinary Shares

        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 o

Indicate by check mark which financial statements the registrant has elected to follow:

Item 17 o Item 18 x

EXPLANATORY NOTE

        This Amendment No. 2 to the Annual Report on Form 20-F of Cimatron Ltd. (“Cimatron”) for the fiscal year ended December 31, 2007 is being filed with the Securities and Exchange Commission (the “Commission”) for the sole purpose of providing, in Exhibits 12.1 and 12.2 hereto, the required certification language pursuant to Rule 13a-14 or Rule 15d-14 under the Securities Exchange Act of 1934 concerning the certifying officers’ responsibility for designing, establishing and maintaining internal control over financial reporting, both in the introductory language in paragraph 4 of such certifications and in paragraph 4(b) thereof. Such language was inadvertently omitted from the text of Exhibits 12.1 and 12.2 of Cimatron’s Annual Report, as filed with the Commission on June 30, 2008 and as amended pursuant to Amendment No. 1, filed with the Commission on August 28, 2008.

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SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Amendment No. 2 to the annual report on its behalf.

CIMATRON LTD.


By: /s/ Dan Haran
——————————————
Dan Haran
President and Chief Executive Officer

Date: December 22, 2008

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