Tefron Ltd. — Director's Dealing 2009

Jan 8, 2009

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of The Securities Exchange Act of 1934

For the month of January, 2009

TEFRON LTD

.

(Translation of registrant's name into English)

Ind. Center Teradyon, P.O. Box 1365, Misgav 20179, Israel (Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

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Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

10171/0/1406035/1

Yes __ No X

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- N/A_

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Changes in interested parties holdings

The following are the changes in the holdings of Tefron's ordinary shares by interested parties (as defined in the Israeli Securities Law, 1968) made on January 8, 2009:

Name of interested party	Jacob Gelbard
Description of interested party	Chairman of the Board of Directors
Description of change	Purchase of shares
Date of change	7/1/09
Currency of the transaction	NIS
Price	1.32NIS
Number of Shares	11,664
Total holdings prior to the purchase detailed in this report	518,336 shares plus 300,000 options
Holding rate after the change	2.49% or 3.91% (including the options)
Holding rate after the change on a fully diluted basis	2.39% or 3.74% (including the options)

The following are the holdings of Tefron's ordinary shares by interested parties (as defined in the Israeli Securities Law, 1968) as of January 8, 2009:

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Name of interested party	The registered shareholder	Number of shares/ options
Norfet Limited Partnership*	Norfet Limited Partnership	4,613,085 shares
Wellington Management Company,LLP	Wellington Management Company,LLP	2,985,900 shares
Jacob Gelbard, Chairman of the Board of Directors	Jacob Gelbard	530,000 shares and 300,000 options
Ishay Davidi, Director	FIMI Opportunity Fund LP FIMI ISRAELOpportunityFundLP	3,188 shares 16,494shares
Zvi Limon, Director**	Rimon Investment Master Funds, LP	1,012,270 shares
Adi (Aviad) Livneh, CEO	Adi (Aviad) Livneh	40,000 shares and 300,000 options
Eran Rotem, CFO	Eran Rotem	1,200 shares
MichaKorman, director	MichaKorman	8,425 shares and options

• 4,613,085 Ordinary Shares held by Norfet, may be deemed to be beneficially owned under U.S. securities laws and held under Isreali securities laws by (i) Ishay Davidi, a director of the company, since he serves as CEO of FIMI 2001 Ltd., which controls the general partner of Norfet, one of the Norfet limited partners (which is managed by FIMI 2001 Ltd.) as well as the other Norfet limited partners by virtue of an irrevocable power of attorney; and (ii) Meir Shamir, a director of the company, due to his 40% interest in Mivtah-Shamir, which holds an approximately 34.45% interest in Norfet.

** The shares held by Rimon Investment Master Fund, LP ("Rimon"), may be deemed to be beneficially owned under the U.S. securities laws and held under the Isreali securities laws, since he serves as a partner in the management company of Rimon.

This report is filed during the period during which Tefron's shares are no longer traded on NYSE and it is not clear whether Tefron will be able to list its shares for trading on another U.S. exchange recognized for purposes of continued reporting under the dual listing rules (Chapter E3) of the Israeli Securities Law of 1968.

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This Form 6-K is hereby incorporated by reference into Tefron Ltd.’s Registration Statement on Form F-3 (Registration No. 333-128847) and its Registration Statements on Form S-8 (Registration Nos. 333-139021 and 333-111932).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TEFRON LTD.

(Registrant)

By: _/s/__Eran Rotem_ Name: Eran Rotem Title: Chief Financial Officer By: _/s/Hanoch Zlotnik Name: Hanoch Zlotnik Title: Treasurer

Date: January 8, 2008

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