Exhibit 2

TARO PHARMACEUTICAL INDUSTRIES LTD. c/o AMERICAN STOCK TRANSFER 59 MAIDEN LANE NEW YORK, NY 10038 - www.proxyvote.com ----------------- 1 -800-690-6903 VOTE BY INTERNET Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on September 5, 2005. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form VOTE BY PHONE - Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on September 5, 2005. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to TARO PHARMACEUTICAL INDUSTRIES LTD., c/o ADP, 51 Mercedes Way, Edgewood, NY 11717. Your proxy card must be received on or before 11:59 p.m. Eastern Time on September 5, 2005. ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS If you would like to reduce the costs incurred by TARO PHARMACEUTICAL INDUSTRIES LTD. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: TARPHI KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. -- DETACH AND RETURN ThUS PORTION ONLY TARO PHARMACEUTICAL INDUSTRIES LTD. Vote On Directors Election of Directors 01)Heather Douglas 05) Barne Levitt For Withhold ForAllTOwitflhOKl autnonty to vote, mark lorAII Excep(' All All Exceptand wtite the nominees runber on the the bebw. 02)Micha Friedman 06) Tal Levitt 03) Eric Johnston 07) Daniel Moros 04) Gad Keren 08) Myron Strober For Against Absthin Vote On Proposals 2. Reappoint Kost Forer Gabbay & Kasierer as the Company's independent registered public accounting firm and authorize the Audit Committee to fix the remuneration of said independent registered public accounting firm. 3. Approve an amendment to the Articles of Association to provide for indemnification of officers and directors. 4. Approve indemnification of the Company's officers and directors including entering into amended exemption and o o o indemnification agreements. 5. Approve the Consolidated Financial Statements of the Company for the year ended December 31, 2004.

TARO PHARMACEUTICAL INDUSTRIES LTD. PROXY FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS ON SEPTEMBER 8, 2005 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF TARO PHARMACEUTICAL INDUSTRIES LTD. The undersigned hereby appoints Hannah Bayer, Marc Coles and Samuel Rubinstein, and each or any of them, with full power of substitution and revocation to each of them, the attorney, agent and proxy of the undersigned, as to all Ordinary Shares of TARO PHARMACEUTICAL INDUSTRIES LTD. (the "Company") which the undersigned is entitled to vote at the Annual General Meeting of Shareholders of the Company to be held at the offices of the Company, 14 Hakitor Street, Haifa Bay, Israel on Thursday, September 8, 2005 at 8:00 a.m. (Israel time) and at any and all adjourn ments thereof, to vote as fully and with the same force and effect as the undersigned might or could do if personally present and acting, with respect to the matters on the reverse side. IF NO DIRECTIONS ARE INDICATED THE SHARES REPRESENTED BY THE PROXY WILL BE VOTED "FOR" EACH OF THE MATTERS ON THE REVERSE SIDE AND AS DETERMINED BY THE HOLDERS OF THE PROXIES WITH RESPECT TO ALL OTHER MATTERS TO COME BEFORE THE MEETING. (To be Continued and Signed on the Other Side)