Tefron Ltd. — Regulatory Filings 2006

Sep 28, 2006

10171/0/543446/1

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 September, 2006

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.

Yes ☐ No ☑

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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Further to Tefron's announcement on August 8, 2006 regarding a dividend payment in the aggregate amount of $5 million paid on September 14, 2006, the exercise price of Tefron's Option Certificates (Series 1) (600,000 in total) issued to investors in Israel in January 2006 in connection with an underwritten public offering was adjusted on September 3, 2006 due to the dividend distribution described above. Immediately following the adjustment, each Option Certificate is exercisable into one Share at an exercise price of NIS 42.86. The exercise price of the Option Certificates is linked to any increase in the representative rate of exchange between the US dollar and the NIS from December 29, 2006 to the date of exercise.

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 Statement on Form S-8 (Registration No. 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: Finance Manager

Date: September 28, 2006

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