Tefron Ltd. — Director's Dealing 2009

Jan 1, 2009

10171/0/1406035/1

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.

Form 20-F ☑ Form 40-F ☐

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.

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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 December 31, 2008:

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	31/12/08
Currency of the transaction	NIS
Price	1.20 NIS
Number of Shares	336
Total holdings prior to the purchase detailed in this report	518,000 shares plus 300,000 options
Holding rate after the change	2.44% or 3.86% (including the options)
Holding rate after the change on a fully diluted basis	2.23% or 3.53% (including the options)

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 1, 2009

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