S-8

As filed with the Securities and Exchange Commission on September 7, 2004
	Registration No. 33-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

NEXUS TELOCATION SYSTEMS LTD.

(Exact name of Registrant as specified in its charter)

Israel
(State or other jurisdiction of incorporation
or organization) Not Applicable
(I.R.S. Employer
Identification No.)

1 Korazin Street
Givatayim 53583 Israel
972-3-572-3111
(Address of Registrant’s principal executive offices)

NEXUS TELOCATION SYSTEMS LTD. EMPLOYEE SHARE OPTION PLAN (2003)
(full title of the plan)

Nexus Telocation Systems Ltd.
Givatayim 53583 Israel
972-3-572-3111
(Name and address of agent for service)
(Telephone number, including area code, of agent for service)

Copies to:

Orly Tsioni, Adv.
Yigal Arnon & Co.
1 Azrieli Center
Tel Aviv 67021, Israel
(972-3) 608-7777

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered1	Proposed maximum offering price per	Proposed maximum aggregate offering	Amount of registration fee2
Ordinary Shares	3,000,000	$0.135	$405,000	$52

1 In addition, in accordance with Rule 416(a) under the Securities Act of 1933, this registration statement also covers such indeterminate number of shares as may become subject to options under the Nexus Telocation Systems Ltd. Employee Share Option Plan (2003) as a result of the adjustment provisions therein.

2 The registration fee for Ordinary Shares which may be purchased upon exercise of outstanding options under the plan was calculated pursuant to Rule 457 (h) and pursuant to Section 6(b) of the Securities Act of 1933 as follows: average of high and low prices within 5 business days prior to the date of filing multiplied by .0001267.

I

REGISTRATION OF ADDITIONAL SECURITIES

EXPLANATORY NOTE

        This Registration Statement on Form S-8 is being filed with the Securities Exchange Commission for the purpose of registering an additional 3,000,000 Ordinary Shares, par value NIS 0.03 each, of Nexus Telocation Systems Ltd. (the “Registrant”), issuable pursuant to the Registrant’s Employee Shares Option Plan (2003), as amended (the “Plan”). The Registrant’s earlier Registration Statement on Form S-8, filed on March 9, 2004, file number 333-113420, relating to 15,000,000 of its Ordinary Shares, par value NIS 0.03 each, issuable pursuant to the Plan is incorporated herein by reference. These additional 3,000,000 Ordinary Shares have become authorized for issuance under the Plan in accordance with the resolution of the Board of Directors of the Registrant adopted in their meeting held May 2, 2004.

Incorporation of Certain Information by Reference

        Pursuant to General Instruction E to Form S-8 the following documents filed by the Registrant are incorporated by reference in this registration statement.

    (a)        Registrant’s Registration Statement on Form S-8, filed on March 9, 2004, file number 333-113420.

    (b)        Registrant’s Annual Report on Form 20-F for the year ended December 31, 2003, filed on June 30, 2004, including any amendment or report subsequently filed by the Registrant for the purpose of updating the information contained therein.

    (c)        All other reports filed by the Registrant pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since June 30, 2004 including our Report of Foreign Private Issuers on Form 6-K filed on

Month	Filing Date
July 2004	July 27, 2004

Item 8. Exhibits

Exhibit 5.1 Opinion of Yigal Arnon & Co.

Exhibit 23.1 Consent of Yigal Arnon & Co. (included in the opinion of Yigal Arnon & Co. filed as Exhibit 5.1 herein).

Exhibit 23.2 Consent of Kost Forer Gabbay & Kasierer C.P.A. (formerly Kost, Forer & Gabbay).

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Givatayim, State of Israel, on the 31^st day of August, 2004.

NEXUS TELOCATION SYSTEMS LTD.


BY: /S/ Yossi Ben Shalom
——————————————
Yossi Ben Shalom,
Chairman of the Board of Directors

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Yossi Ben Shalom and Arik Avni and each of them severally, his true and lawful attorney-in-fact, and agent each with power to act with or without the other, and with full power of substitution and resubstitution, to execute in the name of such person, in his capacity as a director or officer of Nexus Telocation Systems Limited, any and all amendments to this Registration Statement on Form S-8 and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or their substitutes, may do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Signature Title Date

/s/ Yossi Ben Shalom
Yossi Ben Shalom Chairman of the Board of
Directors August 31, 2004

/s/ Arik Avni
Arik Avni President and Chief Executive
Officer August 31, 2004

/s/ Ronen Stein
Ronen Stein Chief Financial Officer August 31, 2004

/s/ Barak Dotan
Barak Dotan Director August 31, 2004

/s/ Ken Lalo
Ken Lalo Director August 31, 2004

/s/ Yoel Rosenthal
Yoel Rosenthal Director August 31, 2004

/s/ Alicia Rotbard
Alicia Rotbard Independent Director August 31, 2004

/s/ Ben Ami Gov
Ben Ami Gov Independent Director August 31, 2004

EX-99

Exhibit 5.1

YIGAL ARNON & CO.
ADVOCATES AND NOTARY

Tel Aviv	August 31, 2004
Ref.	YA Opinion

Direct Dial:
Direct Fax:
E-mail: 972-3-6087842
972-3-608-7713 or - 7714
orly@arnon.co.il

Nexus Telocation Systems Ltd.
1 Korazin Street
Givatayim
Israel

Ladies and Gentlemen:

Re:     Registration Statement on Form S-8

Dear Sirs:

We have acted as counsel for Nexus Telocation Systems Ltd., a company organized under the laws of Israel (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) being filed by the Company under the Securities Act of 1933 for the purposes of registering an additional 3,000,000 of its Ordinary Shares, par value New Israeli Shekel 0.03 per share (the “Option Shares”), under the Nexus Telocation Systems Ltd. Employee Share Option Plan 2003 (the “Plan”). The Registration Statement is being filed further to the Registration Statement on Form S-8 filed with the Securities Exchange Commission on March 9, 2004, file number 333-113420, under which 15,000,000 of the Company’s Ordinary Shares, par value New Israeli Shekel 0.03 per share, were registered under the Plan.

On the basis of such investigation as we have deemed necessary, we are of the opinion that the Option Shares have been duly and validly authorized for issuance and, when issued upon due exercise of options granted or hereafter granted under the Plan in accordance with the provisions of the Plan and the related option agreements (including payment of the option exercise price provided for therein), will be fully paid and nonassessable.

We are members of the Israeli bar, and the opinions expressed herein are limited to questions arising under the laws of the State of Israel, and we disclaim any opinion whatsoever with respect to matters governed by the laws of any other jurisdiction.

YIGAL ARNON & CO.

We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, or the Rules and Regulations of the Securities and Exchange Commission thereunder.

Very truly yours,


/s/ Yigal Arnon & Co.
——————————————
Yigal Arnon & Co.

- 2 -

EX-99

Exhibit 23.2

	n	Kost Forer Gabbay & Kasierer	n	Phone: 972-3-6232525
		3 Aminadav St.		Fax:     972-3-5622555
		Tel-Aviv 67067, Israel

Consent of Independent Auditors

        We consent to the to the incorporation by reference in the Registration Statement (Form S-8) of Nexus Telocation Systems Ltd.(the "Company") of our report dated June 30, 2004 with respect to the consolidated financial statements of the Company included in its Annual Report (Form 20-F), for the year ended December 31, 2003.

/s/ Kost Forer Gabbay & Kasierer
——————————————
Kost Forer Gabbay & Kasierer,
A member of Ernst & Young Global

Tel Aviv, Israel

Date: August 31, 2004