Elron Ventures Ltd. — Major Shareholding Notification 2005

Jun 29, 2005

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

SCHEDULE 13D

Under the Securities Exchange Act of 1934 (Amendment No. 15) *

Elron Electronic Industries Ltd.

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

290160-10-0

(CUSIP Number)

Shirit Caplan, Adv. Discount Investment Corporation Ltd. The Triangular Tower, 44[th] Floor

3 Azrieli Center, Tel Aviv 67023 Israel Tel: +972 3 6075888

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 21, 2005

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 249.13d-1(g), check the following box. !

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 24 pages

ELRON

SCHEDULE 13D/A

CUSIP NO. 290160-10-0

1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

PEC Israel Economic Corporation 13-1143258

1. Check the Appropriate Box if a Member of a Group (See Instructions) (a) X (b)

(b)	(b)
3.SEC Useonly
4.Source of funds (SeeInstructions)Not Applicable
5.Check if disclosure of Legal Proceedings Is Required Pursuantto Items 2(d) or 2(e)
6.Citizenship or Place ofOrganizationMaine
Number of SharesBeneficiallyOwned by EachReporting PersonWith:	7.Sole Voting Power0
	8.Shared Voting Power360,484
	9.Sole Dispositive Power0
	10. Shared Dispositive Power360,484
11Aggregate Amount Beneficially Owned by EachReporting Person360,484

1. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13. Percent of Class Represented by Amount 1.23% in Row (11) 14. Type of Reporting Person (See Instructions)

CO

Page 2 of 24 pages

ELRON

SCHEDULE 13D/A

CUSIP NO. 290160-10-0

1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

DIC Loans Ltd.

2.Check the Appropriate Box if a Member of a Group (See Instructions)(a)X(b)	2.Check the Appropriate Box if a Member of a Group (See Instructions)(a)X(b)
3.SEC Useonly
4.Source of funds (SeeInstructions)WC
5.Check if disclosure of Legal Proceedings Is Required Pursuantto Items 2(d) or 2(e)
6.Citizenship or Place ofOrganizationIsrael
Number of SharesBeneficiallyOwned by EachReporting PersonWith:	7.Sole Voting Power0
	8.Shared Voting Power10,087,335.40
	9.Sole Dispositive Power0
	10. Shared Dispositive Power10,087,335.40
11Aggregate Amount Beneficially Owned by EachReporting Person10,087,335.40
12.Check if the Aggregate Amount in Row (11) Excludes CertainShares (See Instructions)
13.Percent of Class Represented by Amountin Row (11)34.29%
14.Type of Reporting Person (See Instructions)CO

Page 3 of 24 pages

ELRON

SCHEDULE 13D/A

CUSIP NO. 290160-10-0

1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

Discount Investment Corporation Ltd.

2.Check the Appropriate Box if a Member of a Group (See Instructions)(a)X(b)	2.Check the Appropriate Box if a Member of a Group (See Instructions)(a)X(b)
3.SEC Useonly
4.Source of funds (SeeInstructions)Not Applicable
5.Check if disclosure of Legal Proceedings Is Required Pursuantto Items 2(d) or 2(e)X
6.Citizenship or Place ofOrganizationIsrael
Number of SharesBeneficiallyOwned by EachReporting PersonWith:	7.Sole Voting Power0
	8.Shared Voting Power13,971,515.78
	9.Sole Dispositive Power0
	10. Shared Dispositive Power13,971,515.78
11Aggregate Amount Beneficially Owned by EachReporting Person13,971,515.78
12.Check if the Aggregate Amount in Row (11) Excludes CertainShares (See Instructions)
13.Percent of Class Represented by Amountin Row (11)47.49%
14.Type of Reporting Person (See Instructions)CO

Page 4 of 24 pages

ELRON

SCHEDULE 13D/A

CUSIP NO. 290160-10-0

1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

IDB Development Corporation Ltd.

2.Check the Appropriate Box if a Member of a Group (See Instructions)(a)X(b)	2.Check the Appropriate Box if a Member of a Group (See Instructions)(a)X(b)
3.SEC Useonly
4.Source of funds (SeeInstructions)Not Applicable
5.Check if disclosure of Legal Proceedings Is Required Pursuantto Items 2(d) or 2(e)
6.Citizenship or Place ofOrganizationIsrael
Number of SharesBeneficiallyOwned by EachReporting PersonWith:	7.Sole Voting Power0
	8.Shared Voting Power13,971,515.78
	9.Sole Dispositive Power0
	10. Shared Dispositive Power13,971,515.78
11Aggregate Amount Beneficially Owned by EachReporting Person13,971,515.78
12.Check if the Aggregate Amount in Row (11) Excludes CertainShares (See Instructions)
13.Percent of Class Represented by Amountin Row (11)47.49%
14.Type of Reporting Person (See Instructions)CO

Page 5 of 24 pages

ELRON

SCHEDULE 13D/A

CUSIP NO. 290160-10-0

1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

IDB Holding Corporation Ltd.

2.Check the Appropriate Box if a Member of a Group (See Instructions)(a)X(b)	2.Check the Appropriate Box if a Member of a Group (See Instructions)(a)X(b)	2.Check the Appropriate Box if a Member of a Group (See Instructions)(a)X(b)	2.Check the Appropriate Box if a Member of a Group (See Instructions)(a)X(b)	2.Check the Appropriate Box if a Member of a Group (See Instructions)(a)X(b)	2.Check the Appropriate Box if a Member of a Group (See Instructions)(a)X(b)	2.Check the Appropriate Box if a Member of a Group (See Instructions)(a)X(b)
3.SEC Useonly
4.Source of funds (SeeInstructions)Not Applicable
	f funds (Seeons)Not Applicabl
			e
5.Check ifto Items	disclosure of Legal Proceedings Is Requi2(d) or 2(e)		red Pursuant
6.CitizensOrganiz	hip or Place ofationIsrael
Number of SharesBeneficiallyOwned by EachReporting PersonWith:	res	7.Sole Voting Power	0
		8.Shared Voting Power	13,971	,515.78
		9Sl Diii P	0
		.oe spostve ower
		10. Shared Dispositive Power13,971,515.78
11Aggregate Amount Beneficially Owned by EachReporting Person13,971,515.78
12.Check if the Aggregate Amount in Row (11) Excludes CertainShares (See Instructions)
13.Percent of Class Represented by Amountin Row (11)47.49%
14.Type of Reporting Person (See Instructions)CO

Page 6 of 24 pages

ELRON

SCHEDULE 13D/A

CUSIP NO. 290160-10-0

1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

Nochi Dankner

2.Check the Appropriate Box if a Member of a Group (See Instructions)(a)X(b)	2.Check the Appropriate Box if a Member of a Group (See Instructions)(a)X(b)	2.Check the Appropriate Box if a Member of a Group (See Instructions)(a)X(b)	2.Check the Appropriate Box if a Member of a Group (See Instructions)(a)X(b)	2.Check the Appropriate Box if a Member of a Group (See Instructions)(a)X(b)	2.Check the Appropriate Box if a Member of a Group (See Instructions)(a)X(b)	2.Check the Appropriate Box if a Member of a Group (See Instructions)(a)X(b)	2.Check the Appropriate Box if a Member of a Group (See Instructions)(a)X(b)	2.Check the Appropriate Box if a Member of a Group (See Instructions)(a)X(b)	2.Check the Appropriate Box if a Member of a Group (See Instructions)(a)X(b)	2.Check the Appropriate Box if a Member of a Group (See Instructions)(a)X(b)	2.Check the Appropriate Box if a Member of a Group (See Instructions)(a)X(b)	2.Check the Appropriate Box if a Member of a Group (See Instructions)(a)X(b)	2.Check the Appropriate Box if a Member of a Group (See Instructions)(a)X(b)	2.Check the Appropriate Box if a Member of a Group (See Instructions)(a)X(b)	2.Check the Appropriate Box if a Member of a Group (See Instructions)(a)X(b)	2.Check the Appropriate Box if a Member of a Group (See Instructions)(a)X(b)	2.Check the Appropriate Box if a Member of a Group (See Instructions)(a)X(b)	2.Check the Appropriate Box if a Member of a Group (See Instructions)(a)X(b)	2.Check the Appropriate Box if a Member of a Group (See Instructions)(a)X(b)	2.Check the Appropriate Box if a Member of a Group (See Instructions)(a)X(b)	2.Check the Appropriate Box if a Member of a Group (See Instructions)(a)X(b)	2.Check the Appropriate Box if a Member of a Group (See Instructions)(a)X(b)	2.Check the Appropriate Box if a Member of a Group (See Instructions)(a)X(b)
3.SEC Useonly
		only
4.		Source of funds (SeeInstructions)Not Applicable
5.Check if disclosure of Legal Proceedings Is Required Pursuantto Items 2(d) or 2(e)		Check if disclosure of Legal Proceedings Is Required Purs												uant
6.Citizenship or Place ofOrganizationIsrael
	.pOrganizatio		n						Israel
NBORW	umber of Shareseneficiallywned by Eacheporting Personith:			7.S		ole Voti		ng Pow	er				0
				8.S		hared Vo		ting P	ower				13,		971,515.7			8
					9.S	ol	e Disp	ositive	P	ower			0
					10. S	h	ared Di	spositi	v	e Power			13,		9	71,515.7		8
11Aggregate Amount Beneficially Owned by EachReporting Person13,971,515.78	1Aggregate A		m		ount Be		neficial	ly Ow	n	ed by Ea	c	h				97151			78
12.Check if the Aggregate Amount in Row (11) Excludes CertainShares (See Instructions)
13.Percent of Class Represented by Amountin Row (11)47.49%
14.Type of Reporting Person (See Instructions)IN

Page 7 of 24 pages

ELRON

SCHEDULE 13D/A

CUSIP NO. 290160-10-0

1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

Shelly Bergman

2.Check the Appropriate Box if a Member of a Group (See Instructions)(a)X(b)	2.Check the Appropriate Box if a Member of a Group (See Instructions)(a)X(b)
3.SEC Useonly
4.Source of funds (SeeInstructions)Not Applicable
5.Check if disclosure of Legal Proceedings Is Required Pursuantto Items 2(d) or 2(e)
6.Citizenship or Place ofOrganizationIsrael
Number of SharesBeneficiallyOwned by EachReporting PersonWith:	7.Sole Voting Power0
	8.Shared Voting Power13,971,515.78
	9.Sole Dispositive Power0
	10. Shared Dispositive Power13,971,515.78
11Aggregate Amount Beneficially Owned by EachReporting Person13,971,515.78
12.Check if the Aggregate Amount in Row (11) Excludes CertainShares (See Instructions)
13.Percent of Class Represented by Amountin Row (11)47.49%
14.Type of Reporting Person (See Instructions)IN

Page 8 of 24 pages

ELRON

SCHEDULE 13D/A

CUSIP NO. 290160-10-0

1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

Ruth Manor

2.Check the Appropriate Box if a Member of a Group (See Instructions)(a)X(b)	2.Check the Appropriate Box if a Member of a Group (See Instructions)(a)X(b)
3.SEC Useonly
4.Source of funds (SeeInstructions)Not Applicable
5.Check if disclosure of Legal Proceedings Is Required Pursuantto Items 2(d) or 2(e)
6.Citizenship or Place ofOrganizationIsrael
Number of SharesBeneficiallyOwned by EachReporting PersonWith:	7.Sole Voting Power0
	8.Shared Voting Power13,971,515.78
	9.Sole Dispositive Power0
	10. Shared Dispositive Power13,971,515.78
11Aggregate Amount Beneficially Owned by EachReporting Person13,971,515.78
12.Check if the Aggregate Amount in Row (11) Excludes CertainShares (See Instructions)
13.Percent of Class Represented by Amountin Row (11)47.49%
14.Type of Reporting Person (See Instructions)IN

Page 9 of 24 pages

ELRON

SCHEDULE 13D/A

CUSIP NO. 290160-10-0

1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

Avraham Livnat

2.Check the Appropriate Box if a Member of a Group (See Instructions)(a)X(b)	2.Check the Appropriate Box if a Member of a Group (See Instructions)(a)X(b)
3.SEC Useonly
4.Source of funds (SeeInstructions)Not Applicable
5.Check if disclosure of Legal Proceedings Is Required Pursuantto Items 2(d) or 2(e)
6.Citizenship or Place ofOrganizationIsrael
Number of SharesBeneficiallyOwned by EachReporting PersonWith:	7.Sole Voting Power0
	8.Shared Voting Power13,971,515.78
	9.Sole Dispositive Power0
	10. Shared Dispositive Power13,971,515.78
11Aggregate Amount Beneficially Owned by EachReporting Person13,971,515.78
12.Check if the Aggregate Amount in Row (11) Excludes CertainShares (See Instructions)
13.Percent of Class Represented by Amountin Row (11)47.49%
14.Type of Reporting Person (See Instructions)IN

Page 10 of 24 pages

ELRON

This Amendment No. 15 on Schedule 13D/A (the “Amendment”) amends and supplements, to the extent specified herein, the Statement on Schedule 13D, as amended, previously filed with the Securities and Exchange Commission by the Reporting Persons with respect to the ordinary shares, par value New Israeli Shekel 0.003 per share, of Elron Electronic Industries Ltd. (the “Statement”). Capitalized terms used in this Amendment without being defined herein have the meanings given to them in the Statement.

The Amendment is filed by the Reporting Persons in connection with changes in their ownership of the Ordinary Shares as a result of purchases of Ordinary Shares by DIC Loans.

The following amends and supplements Items 2, 3, 4, 5 and 7 of the Statement.

Item 2. Identity and Background

(a), (b) and (c): The Reporting Persons.

The address of PEC’s principal office is the Triangular Tower, 44th Floor, 3 Azrieli Center, Tel Aviv 67023, Israel.

The address of DIC Loans’s principal office is the Triangular Tower, 44th Floor, 3 Azrieli Center, Tel Aviv 67023, Israel.

The address of Shelly Bergman is 9 Hamishmar Ha'Ezrachi Street, Afeka, Tel Aviv 69697, Israel.

As of June 28, 2005:

IDB Development owned approximately 67.6% of the outstanding shares of DIC.

IDB Holding owned approximately 67.2% of the outstanding shares of IDB Development.

Nochi Dankner (together with a private company controlled by him) and Shelly Bergman owned approximately47.1% and 13.4% respectively of the outstanding shares of, and control, Ganden Holdings. Pursuant to an Investment and Shareholders Agreement dated February 9, 2000, as amended, among Ganden Holdings and all its shareholders, Nochi Dankner has an option exercisable from time to time until February 15, 2006 to acquire from Ganden Holdings shares constituting in the aggregate up to 9% of the outstanding shares of such corporation at the time this option will be exercised for the last time. Also, Nochi Dankner granted to three of Ganden Holdings’ other shareholders, owning approximately 11.9% in the aggregate of Ganden Holdings’ outstanding shares, a tag along right to participate in certain sales of Ganden Holdings’ shares by Nochi Dankner, and one of such shareholders agreed to vote all its shares of Ganden Holdings, constituting approximately 1.8% of Ganden Holdings’ outstanding shares, in accordance with Nochi Dankner’s instructions.

In addition to approximately 31.02% of the outstanding shares of IDB Holding owned by Ganden, which is controlled by Nochi Dankner and Shelly Bergman through Ganden Holdings, Ganden Holdings itself owned directly approximately 7.1% of the outstanding shares of IDB Holding, and a private Israeli corporation which is wholly owned by Shelly Bergman owned approximately 7.23% of the outstanding shares of IDB Holding. These additional shares of IDB Holding are not subject to the Shareholders Agreement. Substantially all of these additional shares

Page 11 of 24 pages

ELRON

of IDB Holding owned directly by Ganden Holdings and by Shelly Bergman's wholly owned corporation as set forth above were acquired with borrowed funds and are subject to the rights of each respective shareholder's lending institution in the event of default.

In addition to approximately 10.34% of the outstanding shares of IDB Holding owned by Manor, which is controlled by Ruth Manor, another private Israeli corporation which is controlled by her owned approximately 0.03% of the outstanding shares of IDB Holding. These additional shares of IDB Holding are not subject to the Shareholders Agreement.

In addition to approximately 10.34% of the outstanding shares of IDB Holding owned by Livnat, which is controlled by Avraham Livnat, another private Israeli corporation which is controlled by him owned approximately 0.04% of the outstanding shares of IDB Holding. These additional shares of IDB Holding are not subject to the Shareholders Agreement.

The name, citizenship, residence or business address and present principal occupation of the directors and executive officers of (i) PEC, (ii) DIC Loans, (iii) DIC, (iv) IDB Development and (v) IDB Holding are set forth in Schedules A, B, C, D and E attached hereto, respectively, and incorporated herein by reference. These Schedules replace Schedules A, B, C, D and E previously attached to the Statement.

(d) None of the Reporting Persons or, to the knowledge of the Reporting Persons, any director or executive officer named in Schedules A, B, C, D and E to this Amendment, has, during the last five years, been convicted in any criminal proceeding, excluding traffic violations and similar misdemeanors, except as provided below.

In November 2004, the Tel Aviv District Court acquitted DIC, several past executive officers of DIC and one of its other officers, and accepted their appeal filed in such Court against a judgment of Tel Aviv Magistrate’s Court convicting them in February 2002, of criminal offenses under the Israeli Securities Act, 1968, regarding the inclusion of a misleading detail in DIC’s annual and quarterly financial statements in order to mislead a reasonable investor by not attaching the financial statements of certain companies to DIC’s financial statements in respect of the financial reporting periods from 1990 through the first quarter of 1995 filed with the Tel Aviv Stock Exchange and the Israeli Registrar of Companies. In December 2004, the prosecution filed in the Supreme Court of Israel a request for leave to appeal against the aforesaid decision of the Tel Aviv District Court. This request of the prosecution has not yet been heard by the Supreme Court. None of the activities underlying the legal proceedings described above, which activities ended in May 1995, relate to or involve Elron or its business in any way.

(e) None of the Reporting Persons or, to the knowledge of the Reporting Persons, any director or executive officer named in Schedules A, B, C, D and E to this Amendment, has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

From June 19, 2005 through June 28, 2005 DIC Loans purchased 527,858 Ordinary Shares for a total purchase price of NIS 30,963,699 (approximately $6,824,030), excluding commissions, in cash, using its own funds to pay such total purchase price.

Page 12 of 24 pages

ELRON

Item 4. Purpose of Transaction

The Ordinary Shares acquired by DIC Loans as set forth in this Amendment were purchased for investment purposes.

Item 5. Interest in Securities of the Issuer

As of June 28, 2005:

PEC beneficially owned 360,484 Ordinary Shares, or approximately 1.23% of the outstanding Ordinary Shares. PEC shares the power to vote and dispose of the Ordinary Shares owned by it.

DIC Loans beneficially owned 10,087,335.40 Ordinary Shares, or approximately 34.29% of the outstanding Ordinary Shares. 2,203,425 of these Ordinary Share were transferred to DIC Loans by DIC on September 5, 2004. DIC Loans shares the power to vote and dispose of the Ordinary Shares owned by it.

DIC owned directly 3,523,696.38 Ordinary Shares, or approximately 11.98% of the outstanding Ordinary Shares. DIC shares the power to vote and dispose of these Ordinary Shares and may be deemed to share to power to vote and dispose of the 360,484 Ordinary Shares owned by PEC and the 10,087,335.40 Ordinary Shares owned by DIC Loans, or a total of 13,971,515.78 Ordinary Shares, constituting approximately 47.49% of the outstanding Ordinary Shares.

DIC, IDB Development, IDB Holding and the Reporting Persons who are natural persons may each be deemed beneficial owner of, and to share the power to vote and dispose of, an aggregate of 13,971,515.78 Ordinary Shares held by PEC, DIC Loans and DIC, constituting approximately 47.49% of the outstanding Ordinary Shares.

Elron advised the Reporting Persons that as of June 28, 2005 there were 29,416,924 Ordinary Shares outstanding, and the percentages of outstanding Ordinary Share set forth above are based on this number.

The following table sets forth the purchases of Ordinary Shares made by DIC Loans from June 19, 2005 through June 28, 2005 (a total of 527,858 Ordinary Shares). All these purchases were made on the Tel Aviv Stock Exchange except for the purchase made on June 21, 2005 which was privately negotiated.

Date ofTransactionNumber of OrdinaryShares PurchasedJune 19, 20051,500217661737804,39055710,4823,514	Price PerOrdinary Share
	NIS 59.0059.0359.0559.0659.0759.0859.0959.1059.11

Page 13 of 24 pages

ELRON

			1,660		59.12
			767		59.13
			450		59.14
			32,763		59.15
			60		59.16
			2,077		59.17
			2,000		59.19
			9,750		59.20
			49		59.25
			250		59.29
			4,196		59.30
			1,000		59.33
			450		59.34
			3,550		59.35
			335		59.36
			216		59.37
June	20,	2005	1,500	NIS	58.86
			2,743		58.88
			2,060		58.89
			13,760		58.90
			900		58.91
			50		58.92
			1,500		58.93
			300		58.94
			4,930		58.95
			770		58.96
			460		58.97
			1,500		58.98
			50		58.99
			9,706		59.00
			1,000		59.01
			60		59.06
			1,580		59.07
			3,000		59.08
			10,007		59.10
			60		59.11
			1,320		59.12
			350		59.13
			2,250		59.14
			35,679		59.15
			4,125		59.18
June	21,	2005	211,140	NIS	59.15
June	26,	2005	550	NIS	58.01
			1,500		58.02
			600		58.03
			2,588		58.05
			1,900		58.06

Page 14 of 24 pages

ELRON

			2,300		58.07
			3,600		58.10
			84		58.15
			6,635		58.20
			1,000		58.21
			6,000		58.22
			1,283		58.25
			300		58.28
			300		58.29
			4,589		58.30
			225		58.44
			300		58.45
			5,700		58.46
			7,793		58.50
			100		58.58
June	28,	2005	7,553	NIS	56.70
			77,447		56.79
			2,500		56.80
			500		56.88

Except as set forth above, none of the Reporting Persons purchased or sold any Ordinary Shares during the last 60 days preceding June 21, 2005.

Information provided to the Reporting Persons indicates that the executive officers and directors of IDB Holding, IDB Development, PEC, DIC and DIC Loans owned as of June 21, 2005 an aggregate of 77,843 Ordinary Shares (including 77,437 Ordinary Shares that may be acquired pursuant to options which are exercisable within 60 days from June 21, 2005 to purchase such shares from Elron). According to the information provided to the Reporting Persons, none of such executive officers and directors purchased or sold any Ordinary Shares during the last 60 days preceding June 21, 2005.

Item 7. Material to be filed as Exhibits

Schedules A,		Name, citizenship, residence or business address and present principal
B, C, D and	-	occupation of the directors and executive officers of (i) PEC, (ii) DIC Loans,
E		(iii) DIC, (iv) IDB Development and (v) IDB Holding.

Page 15 of 24 pages

ELRON

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Amendment No. 15 is true, complete and correct.

Date: June 29, 2005

PEC ISRAEL ECONOMIC CORPORATION DIC LOANS LTD. DISCOUNT INVESTMENT CORPORATION LTD. IDB DEVELOPMENT CORPORATION LTD. IDB HOLDING CORPORATION LTD. NOCHI DANKNER SHELLY BERGMAN RUTH MANOR AVRAHAM LIVNAT

BY: IDB HOLDING CORPORATION LTD.

(signed)

BY:

______________________________ Dr. Zehavit Joseph and Arthur Caplan, authorized signatories of IDB Holding Corporation Ltd., for itself and on behalf of PEC Israel Economic Corporation, DIC Loans Ltd., Discount Investment Corporation Ltd., IDB Development Corporation Ltd., Nochi Dankner, Shelly Bergman, Ruth Manor and Avraham Livnat, pursuant to agreements annexed to Amendment No. 13 of the Statement as Exhibits 3 through 10.

Page 16 of 24 pages

ELRON

Schedule A

Directors and Executive Officers o f

PEC Israel Economic Corporation

(as of June 21, 2005)

Citizenship is the same as country of address, unless otherwise noted.

Name & Address Position Current Principal Occupation Oren Lieder President & Senior Vice President and Chief Financial 3 Azrieli Center, The Triangular Director Officer of DIC. Tower 44[th] floor, Tel-Aviv 67023, Israel Raanan Cohen Director Vice President of DIC. 3 Azrieli Center, The Triangular Tower 44[th] floor, Tel-Aviv 67023, Israel Michel Dahan Director & Comptroller of DIC. 3 Azrieli Center, The Triangular Treasurer Tower 44[th] floor, Tel-Aviv 67023, Israel

Schedule B

Directors and Executive Officers

o f DIC Loans Ltd. (as of June 21, 2005)

Citizenship is the same as country of address, unless otherwise noted.

Name & AddressOren Lieder3 Azrieli Center, The TriangularTower 44thfloor, Tel-Aviv 67023,IsraelRaanan Cohen3 Azrieli Center, The TriangularTower 44thfloor, Tel-Aviv 67023,IsraelMichel Dahan3 Azrieli Center, The TriangularTower 44thfloor, Tel-Aviv 67023,Israel	PositionDirector &Chief FinancialOfficerDirectorDirector &Comptroller	Current Principal OccupationSenior Vice President and Chief FinancialOfficer of DIC.Vice President of DIC.Comptroller of DIC.

Page 17 of 24 pages

ELRON

Schedule C

Directors and Executive Officers o f

Discount Investment Corporation Ltd.

(as of June 21, 2005)

Citizenship is the same as country of address, unless otherwise noted.

Name & AddressNochi Dankner3 Azrieli Center, The TriangularTower, 44thfloor, Tel-Aviv 67023,IsraelShelly Bergman9 Hamishmar Ha'Ezrachi Street,Afeka, Tel-Aviv 69697, IsraelZvi Livnat3 Azrieli Center, The TriangularTower, 45thfloor, Tel-Aviv 67023,IsraelAvi Fischer3 Azrieli Center, The TriangularTower, 45thfloor, Tel-Aviv 67023,IsraelLior Hannes (1)3 Azrieli Center, The TriangularTower, 44thfloor, Tel-Aviv 67023,IsraelRefael Bisker3 Azrieli Center, The TriangularTower, 44thfloor, Tel-Aviv 67023,IsraelJacob Schimmel7 High field Gardens, London W119HD, United Kingdom	PositionChairman of theBoard ofDirectorsDirectorDirectorDirectorDirectorDirectorDirector	Current Principal OccupationChairman and Chief Executive Officer ofIDB Holding; Chairman of IDBDevelopment, DIC and Clal Industriesand Investments Ltd.; Director ofcompanies.Director of companies.Executive Vice President of IDB Holding;Deputy Chairman of IDB Development;Co-Chief Executive Officer of ClalIndustries and Investments Ltd.Executive Vice President of IDB Holding;Deputy Chairman of IDB Development;Co-Chief Executive Officer of ClalIndustries and Investments Ltd.Executive Vice President of IDBDevelopment; Chairman of Clal TourismLtd.Chairman of Property and BuildingCorporation Ltd.Chairman and Chief Executive Officer ofUKI Investments.

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Shaul Ben-Zeev Director Chief Executive Officer of Avraham Taavura Junction, Ramle 72102, Livnat Ltd. Israel Eliahu Cohen Director Chief Executive Officer of IDB 3 Azrieli Center, The Triangular Development. Tower, 44[th] floor, Tel-Aviv 67023, Israel Gideon Lahav Director Director of companies. 124 Ehad Ha-Am Street, Tel-Aviv 65208, Israel Moshe Arad External Director of companies. 14 Shay Agnon Street, Jerusalem Director 92586, Israel Gideon Dover External Chief Executive Officer and director of 11 Hamaalot Street, Herzlia B Director Dover Medical and Scientific Equipment 46583, Israel Ltd. Isaac Manor () Director Chairman of companies in the motor 26 Hagderot Street, Savion 56526, vehicle sector of the David Lubinski Ltd. Israel group. Dori Manor () Director Chief Executive Officer of companies in 18 Hareches Street, Savion 56538, the motor vehicle sector of the David Israel Lubinski Ltd. group. Darko Horvat (**) Director Chairman and Chief Executive Officer of 20 Kensington Park Gardens, Aktiva group. London W11 3HD, United Kingdom

Chief Executive Officer and director of Dover Medical and Scientific Equipment Ltd.

Chairman of companies in the motor vehicle sector of the David Lubinski Ltd. group.

Chief Executive Officer of companies in the motor vehicle sector of the David Lubinski Ltd. group.

Chairman and Chief Executive Officer of Aktiva group.

Ami Erel (2) 3 Azrieli Center, The Triangular Tower, 44[th] floor, Tel-Aviv 67023, Israel

President and President and Chief Executive Officer of Chief Executive DIC. Officer

Oren Lieder Senior Vice Senior Vice President and Chief Financial 3 Azrieli Center, The Triangular President and Officer of DIC. Tower, 44[th] floor, Tel-Aviv 67023, Chief Financial Israel Officer

Raanan Cohen 3 Azrieli Center, The Triangular Tower, 44[th] floor, Tel-Aviv 67023, Israel

Vice President Vice President of DIC.

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Michel Dahan

Comptroller Comptroller of DIC.

3 Azrieli Center, The Triangular Tower, 44[th] floor, Tel-Aviv 67023, Israel

• (*) Dual citizen of Israel and France.

• (**) Citizen of Slovenia.

• (1) As of June 21, 2005 Mr. Hannes owned 406 Ordinary Shares.

• (2) As of June 21, 2005 Mr. Erel owned options that are exercisable within 60 days of such date to purchase from Elron 77,437 Ordinary Shares at a price ranging between $8.44 and $19.05 per share.

Schedule D

Directors and Executive Officers

o f IDB Development Corporation Ltd. (as of June 21, 2005)

Citizenship is the same as country of address, unless otherwise noted.

Name & Address Position Current Principal Occupation Nochi Dankner Chairman of the Chairman and Chief Executive Officer of 3 Azrieli Center, The Triangular Board of IDB Holding; Chairman of IDB Tower, 44[th] floor, Tel-Aviv 67023, Directors Development, DIC and Clal Industries Israel and Investments Ltd.; Director of companies. Shelly Bergman Director Director of companies. 9 Hamishmar Ha'Ezrachi Street, Afeka, Tel-Aviv 69697, Israel Avi Fischer Deputy Executive Vice President of IDB Holding; 3 Azrieli Center, The Triangular Chairman of the Deputy Chairman of IDB Development; Tower, 45[th] floor, Tel-Aviv 67023, Board of Co-Chief Executive Officer of Clal Israel Directors Industries and Investments Ltd. Zvi Livnat Deputy Executive Vice President of IDB Holding; 3 Azrieli Center, The Triangular Chairman of the Deputy Chairman of IDB Development; Tower, 45[th] floor, Tel-Aviv 67023, Board of Co-Chief Executive Officer of Clal Israel Directors Industries and Investments Ltd. Refael Bisker Director Chairman of Property and Building 3 Azrieli Center, The Triangular Corporation Ltd. Tower, 44[th] floor, Tel-Aviv 67023, Israel

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Jacob Schimmel	Director	Chairman and Chief Executive Officer of
7 High field Gardens, London W11		UKI Investments.
9HD, United Kingdom
Shay Livnat	Director	President of Zoe Holdings Ltd.
26 Shalva Street, Herzlia Pituach
46705, Israel
Eliahu Cohen	Director and	Chief Executive Officer of IDB
3 Azrieli Center, The Triangular	Chief Executive	Development.
Tower 44thfloor, Tel-Aviv 67023,	Officer
Israel
Isaac Manor (*)	Director	Chairman of companies in the motor
26 Hagderot Street, Savion 56526,		vehicle sector of the David Lubinski Ltd.
Israel		group.
Dori Manor (*)	Director	Chief Executive Officer of companies in
18 Hareches Street, Savion 56538,		the motor vehicle sector of the David
Israel		Lubinski Ltd. group.
Darko Horvat (**)	Director	Chairman and Chief Executive Officer of
20 Kensington Park Gardens,		Aktiva group.
London W11 3HD,
United Kingdom
Abraham Ben Joseph	Director	Director of companies.
87 Haim Levanon Street, Tel-Aviv
69345, Israel
Arnos Malka	External	Deputy Chairman of Elul group of
18 Nahal Soreq Street, Modi'in	Director	companies.
71700, Israel
Rami (Avraham) Mardor	External	Director of companies.
33 Haoranim Street, Kfar	Director
Shmariyahu 46910, Israel
Lior Hannes (1)	Executive Vice	Executive Vice President of IDB
3 Azrieli Center, The Triangular	President	Development; Chairman of Clal Tourism
Tower, 44thfloor, Tel-Aviv 67023,		Ltd.
Israel

Dr. Zehavit Joseph (***) Executive Vice Executive Vice President and Chief 3 Azrieli Center, The Triangular President and Financial Officer of IDB Development; Tower, 44[th] floor, Tel-Aviv 67023, Chief Financial Chief Financial Officer of IDB Holding. Israel Officer

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Gabriel Perel Executive Vice Executive Vice President of IDB 3 Azrieli Center, The Triangular President Development. Tower, 44[th] floor, Tel-Aviv 67023, Israel Ari Raved Vice President Vice President of IDB Development. 3 Azrieli Center, The Triangular Tower, 44[th] floor, Tel-Aviv 67023, Israel Haim Gavrieli Vice President Vice President of IDB Development. 3 Azrieli Center, The Triangular Tower, 44[th] floor, Tel-Aviv 67023, Israel Haim Tabouch Comptroller Comptroller of IDB Holding and IDB 3 Azrieli Center, The Triangular Development. Tower, 44[th] floor, Tel-Aviv 67023, Israel Ruti Sapan Vice President, Vice President, Management Resources of 3 Azrieli Center, The Triangular Management IDB Development. Tower, 44[th] floor, Tel-Aviv 67023, Resources Israel

(*) Dual citizen of Israel and France.

• (**) Citizen of Slovenia.

(***) Dual citizen of Israel and U.S.A.

(1) As of June 21, 2005 Mr. Hannes owned 406 Ordinary Shares.

Schedule E

Directors and Executive Officers o f IDB Holding Corporation Ltd. (as of June 21, 2005)

Citizenship is the same as country of address, unless otherwise noted.

Name & AddressNochi Dankner3 Azrieli Center, The TriangularTower, 44thfloor, Tel-Aviv 67023,Israel	PositionChairman of theBoard ofDirectors andChief ExecutiveOfficer	Current Principal OccupationChairman and Chief Executive Officer ofIDB Holding; Chairman of IDBDevelopment, DIC and Clal Industriesand Investments Ltd.; Director ofcompanies.

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Isaac Manor (*)	Deputy	Chairman of companies in the motor
26 Hagderot Street, Savion 56526,	Chairman of the	vehicle sector of the David Lubinski Ltd.
Israel	Board of	group.
	Directors
Shelly Bergman	Director	Director of companies.
9 Hamishmar Ha'Ezrachi Street,
Afeka, Tel-Aviv 69697, Israel
Lior Hannes (1)	Director	Executive Vice President of IDB
3 Azrieli Center, The Triangular		Development; Chairman of Clal Tourism
Tower, 44thfloor, Tel-Aviv 67023,		Ltd.
Israel
Refael Bisker	Director	Chairman of Property and Building
3 Azrieli Center, The Triangular		Corporation Ltd.
Tower, 44thfloor, Tel-Aviv 67023,
Israel
Jacob Schimmel	Director	Chairman and Chief Executive Officer of
7 High field Gardens, London W11		UKI Investments.
9HD, United Kingdom
Shaul Ben-Zeev	Director	Chief Executive Officer of Avraham
Taavura Junction, Ramle 72102,		Livnat Ltd.
Israel
Eliahu Cohen	Director	Chief Executive Officer of IDB
3 Azrieli Center, The Triangular		Development.
Tower, 44thfloor, Tel-Aviv 67023,
Israel
Dori Manor (*)	Director	Chief Executive Officer of companies in
18 Hareches Street, Savion 56538,		the motor vehicle sector of the David
Israel		Lubinski Ltd. group.
Darko Horvat (**)	Director	Chairman and Chief Executive Officer of
20 Kensington Park Gardens,		Aktiva group.
London W11 3HD, United
Kingdom
Meir Rosenne	Director	Attorney.
14 Aluf Simchoni Street, Jerusalem
92504, Israel
Shmuel Lachman	External	Information technology consultant
9A Khilat Jatomir Street,	Director
Tel Aviv 69405, Israel

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Daniel Doron External Business consultant. 16 Levi Eshkol Street, Director Tel Aviv 69361, Israel Rolando Eisen External Director of companies. 2 "A" Geiger Street, Naveh Avivim, Director Tel Aviv 69341, Israel

Zvi Livnat 3 Azrieli Center, The Triangular Tower, 45[th] floor, Tel-Aviv 67023, Israel

Avi Fischer 3 Azrieli Center, The Triangular Tower, 45[th] floor, Tel-Aviv 67023, Israel Dr. Zehavit Joseph (***) 3 Azrieli Center, The Triangular Tower, 44[th] floor, Tel-Aviv 67023, Israel Haim Tabouch 3 Azrieli Center, The Triangular Tower, 44[th] floor, Tel-Aviv 67023, Israel

Director and Executive Vice President of IDB Holding; Executive Vice Deputy Chairman of IDB Development; President Co-Chief Executive Officer of Clal Industries and Investments Ltd. Executive Vice Executive Vice President of IDB Holding; President Deputy Chairman of IDB Development; Co-Chief Executive Officer of Clal Industries and Investments Ltd.

Chief Financial Officer of IDB Holding; Executive Vice President and Chief Financial Officer of IDB Development.

Chief Financial Officer

Comptroller Comptroller of IDB Holding and IDB Development.

• (*) Dual citizen of Israel and France.

• (**) Citizen of Slovenia.

• (***) Dual citizen of Israel and U.S.A.

• (1) As of June 21, 2005 Mr. Hannes owned 406 Ordinary Shares.

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