Tefron Ltd. — Proxy Solicitation & Information Statement 2008

Mar 25, 2008

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 March, 2008

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 X 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.

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_

10171/0/1034045/1

Attached is a Notice to Shareholders being sent to shareholders in connection with the upcoming Extraordinary General Meeting of Shareholders to be held on April 16, 2008.

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/ Asaf Alperovitz______ Name: Asaf Alperovitz Title: Chief Financial Officer

By: /s/ Hanoch Zlotnik____ Name: Hanoch Zlotnik Title: Treasurer

Date: March 25, 2008

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NOTICE TO THE SHAREHOLDERS OF TEFRON LTD.

March 25, 2008

The Proxy Statement for the Extraordinary General Meeting of Shareholders to be held on April 16, 2008 is amended to provide that the exercise price of the options to be granted to Mr. Yacov Gelbard, the Active Chairman of the Board of Tefron Ltd., under his Service Agreement shall be the closing price per share on the New York Stock Exchange on April 28, 2008, which shall be the "relevant day" for purposes of vesting and the other purposes described in the Proxy Statement. This date is following the expiration of 30 days after submission of the notice of extension of the Company's share option plan to the Israeli Tax Authority. The options to be issued to Mr. Gelbard would be subject to the terms of the Company's share option plan.

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