As filed with the Securities and Exchange Commission on November 26, 2002
                          Registration No. 333-_______
==========================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            ON TRACK INNOVATIONS LTD.
             (Exact name of registrant as specified in its charter)

             ISRAEL                                      NOT APPLICABLE
(State or other jurisdiction of                         (I.R.S. Employer
 Incorporation or organization)                        Identification No.)

                             Z.H.R. INDUSTRIAL ZONE
                                   P.O. BOX 32
                                ROSH PINA, ISRAEL               12000
                   (Address of principal executive offices)  (Zip code)

                             2001 SHARE OPTION PLAN
                        2001 EMPLOYEE SHARE PURCHASE PLAN
                             1995 SHARE OPTION PLAN
                              (Full title of plans)

                                   OHAD BASHAN
                                OTI AMERICA, INC.
                       1601 SOUTH DE ANZA BLVD., SUITE 201
                           CUPERTINO, CALIFORNIA 95014

                                 (408) 252-0333
            (Name, address, including zip code and telephone number,
                   including area code of agent for service)
                        ---------------------------------
                                   COPIES TO:
    Jon M. Jenkins, Esq.                            Shmuel Zysman, Adv.
        Z.A.G/S&W LLP                              Zysman Aharoni Gayer
     292 Madison Avenue                             & Co. Law Offices
  New York, New York 10017                         52A Hayarkon Street
      (212) 213-8200                              Tel Aviv 63432, Israel
                                                  (011) 972-3-795-5555
<TABLE>
<CAPTION>
                                                   CALCULATION OF REGISTRATION FEE

                                                                          PROPOSED           PROPOSED
                                               AMOUNT                     MAXIMUM            MAXIMUM               AMOUNT OF
                                               TO BE                      OFFERING           AGGREGATE             REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED           REGISTERED                 PRICE PER UNIT     OFFERING PRICE        FEE
                                               ----------                 --------------     --------------        ---
<S>                                            <C>                        <C>                <C>                  <C>
2001 Share Option Plan
Ordinary Shares (nominal NIS 0.1 per share)    680,432 shares (1)(4)      $120.00(5)       $81,651,840.00(5)     $7,512.00(5)

2001 Employee Share Purchase Plan
Ordinary Shares (nominal NIS 0.1 per share)     67,500 shares (2)(4)      $  7.20(6)       $     486,000(6)      $    44.7(6)

1995 Share Option Plan
Ordinary Shares (nominal NIS 0.1 per share)     82,894 shares (1)(3)      $115.00(5)       $   9,532,810(5)      $  877.00(5)
</TABLE>

(1) An aggregate of 825,000 Ordinary Shares may be offered or issued pursuant to
the 2001 Share Option Plan, 680,432 of which are registered on this Form S-8.
The remaining 144,568 Ordinary Shares were issued pursuant to option exercises
occurring prior to the effective date of this Form S-8 and therefore are not
registered.

(2) An aggregate of 67,500 Ordinary Shares may be offered or issued pursuant to
the 2001 Employees Share Purchase Plan, all of which are registered on this Form
S-8.

(3) An aggregate of 130,300 Ordinary Shares may be offered or issued pursuant to
the 1995 Share Option Plan, 82,894 of which are registered on this Form S-8.
The remaining 47,406 Ordinary Shares were issued pursuant to option exercises
occurring prior to the effective date of this Form S-8 and therefore are not
registered.

(4) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate number of
Ordinary Shares that may be offered or issued by reason of stock splits, stock
dividends or similar transactions pursuant to the 2001 Share Option Plan and the
1995 Share Option Plan.

(5) Such shares are issuable upon exercise of outstanding options with fixed
exercise prices. Pursuant to Rule 457(h), the aggregate offering price and the
fee have been computed on the basis of the price at which the option may be
exercised. The offering price per share set forth for such shares is the
exercise price per share at which such options are exercisable.

(6) The price of $7.2 per share, which is the average of the high and low prices
of an Ordinary Share of the Company reported on November 25, 2002 on Nasdaq, is
set forth solely for purposes of calculating the filing fee pursuant to Rule
457(c) and has been used for those shares without a fixed exercise price.

<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM  1. PLAN INFORMATION.

         The documents containing the information in this Item 1 will be sent or
given to employees, directors and others as specified by Rule 428(b)(1). In
accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission") and the instructions to Form S-8, such documents
are not being filed with the Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.

ITEM  2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         The documents containing the information specified in this Item 2 will
be sent or given to employees, directors or others as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Commission and
the instructions to Form S-8, such documents are not being filed with the
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by On Track Innovations Ltd. (the
"Company" or the "Registrant") with the Commission pursuant to the Securities
Act of 1933, as amended (the "Securities Act") and the Securities Exchange Act
of 1934, as amended (the "Exchange Act") are incorporated by reference in this
Registration Statement:

     (a)  Description of ordinary shares contained in the Registrant's
          registration statement on Form F-1 (File No. 333-90496) as declared
          effective on November 8, 2002 and in the Registrant's registration
          statement on Form 8-A filed pursuant to the Exchange Act filed on June
          19, 2002.

         All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which (i) indicates that all securities
offered under this Registration Statement have been sold or (ii) which
deregisters all securities remaining unsold, shall be deemed to be incorporated
by reference into this Registration Statement and to be a part of this
Registration Statement from the date of filing of such documents.

ITEM  4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM  5. INTEREST OF NAMED EXPERTS AND COUNSEL.

         Israeli counsel for the Company, Zysman Aharoni Gayer & Co., 52A
Hayarkon Street, Tel Aviv, 63432, Israel, has rendered an opinion as to the
Ordinary Shares offered hereby. As of the date hereof, Zysman Aharoni Gayer &
Co. holds in the aggregate options to purchase 20,000 Ordinary Shares of the
Company.

<PAGE>


ITEM  6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Under the Israeli Companies Law, an Israeli company may only exculpate
an office holder in advance, in whole or in part, for breach of duty of care and
only if a provision authorizing such exculpation is included in its articles of
association. The Company's articles of association include such provision. A
company may not exculpate an office holder for breach of duty of loyalty.
However, the company may approve an act performed in breach of the duty of
loyalty of an office holder provided that the office holder acted in good faith,
the act or its approval does not harm the company, and the office holder
discloses the nature of his or her personal interest in the act and all material
facts and documents a reasonable time before discussion of the approval.

         A company may indemnify an office holder in respect of certain
liabilities either in advance of an event or following an event provided a
provision authorizing such indemnification is inserted in its articles of
association. The Company's articles of association include such provision.
Advance indemnification of an office holder must be limited to foreseeable
liabilities and reasonable amounts determined by the board of directors. A
company may indemnify an office holder against the following liabilities
incurred for acts performed as an office holder:

     o    a financial liability imposed on him in favor of another person
          pursuant to a judgment, settlement or arbitrator's award approved by
          court; and

     o    reasonable litigation expenses, including attorneys' fees, incurred by
          the office holder or imposed by a court in proceedings instituted
          against him by the company, on its behalf or by a third party, in
          connection with criminal proceedings in which the officer holder was
          acquitted or as a result of a conviction for a crime that does not
          require proof of criminal intent.

         A company may insure an office holder against the following liabilities
incurred for acts performed as an office holder:

     o    a breach of duty of loyalty to the company, to the extent that the
          office holder acted in good faith and had a reasonable basis to
          believe that the act would not prejudice the company;

     o    a breach of duty of care to the company or to a third party; and

     o    a financial liability imposed on the office holder in favor of a third
          party.

         An Israeli company may not indemnify or insure an office holder against
any of the following:

     o    a breach of duty of loyalty, except to the extent that the office
          holder acted in good faith and had a reasonable basis to believe that
          the act would not prejudice the company;

     o    a breach of duty of care committed intentionally or recklessly;

     o    an act or omission committed with intent to derive illegal personal
          benefit; or

     o    a fine levied against the office holder.

         Under the Israeli Companies Law, indemnification and insurance of
office holders must be approved by the Company's audit committee and the
Company's board of directors and, in specified circumstances, by the Company's
shareholders.

<PAGE>


         The Company's articles of association allow the Company to indemnify
and insure its office holders to the fullest extent permitted by the Companies
Law. The Company's office holders are currently covered by a directors and
officers' liability insurance policy with an aggregate claim limit of $20
million. As of the date of this offering, no claims for directors and officers'
liability insurance have been filed under this policy.

         The Company's board of directors has resolved to indemnify and insure
the Company's office holders with respect to liabilities resulting from this
offering to the extent that these liabilities are not covered by insurance. In
the opinion of the U.S. Securities and Exchange Commission, however,
indemnification of directors and office holders for liabilities arising under
the Securities Act is against public policy and therefore unenforceable.

         The Company's U.S. subsidiary has also entered into indemnification
agreements with certain of its key employees. These agreements provide,
independent of the indemnification these individuals are entitled to by law and
under the provisions of the subsidiary's charter, indemnification for certain
acts while employed by the subsidiary. These indemnification agreements contain
exclusions, such as limiting indemnification that would be unlawful or that is
covered by other liability insurance. Moreover, employees are not indemnified
against liability to the extent that the employee gained a personal profit to
which he or she is not legally entitled, including proceeds obtained from the
illegal trading of the Company's equity securities. The performance of these
agreements is guaranteed by the Company as parent of the U.S. subsidiary, to the
extent permitted by Israeli law.

ITEM  7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


ITEM  8. EXHIBITS.


EXHIBIT           DESCRIPTION
NUMBER

4.1      Memorandum of Association, dated as of February 14, 1990 and
         Certificate of Change of Name, dated as of July 22, 1998 (incorporated
         by reference to Exhibit 3.1 to the Company's Registration Statement on
         Form F-1 (File No. 333-90496))

4.3      Amended Articles of Association dated as of June 14, 2002 (incorporated
         by reference to Exhibit 3.2 to the Company Registration Statement on
         Form F-1 (File No. 333-90496))

4.4      2001 Employee Share Option Plan (incorporated by reference to Exhibit
         10.31 to the Company's Registration Statement on Form F-1 (File No.
         333-90496))

4.5.     2001 Employee Share Purchase Plan (incorporated by reference to Exhibit
         10.30 to the Company's Registration Statement on Form F-1 (File No.
         333-90496))

4.6      1995 Share Option Plan (incorporated by reference to Exhibit 10.1 to
         the Company Registration Statement on Form F-1 (File No. 333-90496))

5.1      Opinion of Zysman Aharoni Gayer & Co. Law Offices (filed herewith)

23.1     Consent of Counsel (contained in Exhibit 5.1)


<PAGE>

23.2     Consent of Independent Auditors (filed herewith)

24.1     Power of Attorney (filed herewith)


ITEM  9.          UNDERTAKINGS.


         (a)      The undersigned Registrant hereby undertakes:


         (1)      To file, during any period in which offers or sales
                  are being made, a post-effective amendment to this
                  Registration Statement:

                  (i)      To include any prospectus required by Section
                           10(a)(3) of the Securities Act of 1933;

                  (ii)     To reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the Registration Statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in aggregate, the changes in volume and
                           price represent no more than 20 percent change in the
                           maximum aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective registration statement; and

                  (iii)    To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the registration statement or any material change to
                           such information in the registration statement.

         (2)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof;

         (3)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

<PAGE>

         (b)      The undersigned Registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities Act
                  of 1933, each filing of the Registrant's annual report
                  pursuant to Section 13(a) or Section 15(d) of the Securities
                  Exchange Act of 1934 (and, where applicable, each filing of an
                  employee benefit plan's annual report pursuant to Section
                  15(d) of the Securities Exchange Act of 1934) that is
                  incorporated by reference in the registration statement shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial BONA
                  FIDE offering thereof.

         (c)      Insofar as indemnification for liabilities arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and controlling persons of the Registrant pursuant to the
                  foregoing provisions, or otherwise, the Registrant has been
                  advised that in the opinion of the Securities and Exchange
                  Commission such indemnification is against public policy as
                  expressed in the Act and is, therefore, unenforceable. In the
                  event that a claim for indemnification against such
                  liabilities (other than the payment by the Registrant of
                  expenses incurred or paid by a director, officer or
                  controlling person of the Registrant in the successful defense
                  of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being registered, the Registrant will, unless in
                  the opinion of its counsel the matter has been settled by
                  controlling precedent, submit to a court of appropriate
                  jurisdiction the question whether such indemnification by it
                  is against public policy as expressed in the Act and will be
                  governed by the final adjudication of such issue.



<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Rosh Pina, Israel, on the 26 day of November, 2002.

                                            ON TRACK INNOVATIONS LTD.

                                            By:    /s/ Oded Bashan
                                            ------------------------------------
                                            Oded Bashan
                                            Chief Executive Officer and Chairman

Pursuant to the requirements of the Securities Act of 1933, this Form S-8
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE                              TITLE                         DATE
---------                              -----                         ----

/s/ Oded Bashan               Chief Executive Officer          November 26, 2002
------------------------      (Principal Executive Officer)
Oded Bashan


/s/ Guy Shafran               Chief Financial Officer          November 26, 2002
--------------------------    (Principal Financial and
Guy Shafran                   Accounting Officer)


A majority of the Board of Directors (Oded Bashan, Ronnie Gilboa, Shulamith
Shiffer, Felix Goedhart and Raanan Ellran).

Date:  November 26, 2002                    By:  /s/ Oded Bashan
                                            ---------------------------
                                            Oded Bashan
                                            Attorney-In-Fact


<PAGE>


                                  EXHIBIT INDEX

EXHIBIT           DESCRIPTION
NUMBER

4.1      Memorandum of Association, dated as of February as of February 14, 1990
         and Certificate of Change of Name, dated as of July 22, 1998
         (incorporated by reference to Exhibit 3.1 to the Company's Registration
         Statement on Form F-1 (File No. 333-90496))

4.3      Amended Articles of Association dated as of June 14, 2002 (incorporated
         by reference to Exhibit 3.2 to the Company Registration Statement on
         Form F-1 (File No. 333-90496))

4.4      2001 Employee Share Option Plan (incorporated by reference to Exhibit
         10.31 to the Company's Registration Statement on Form F-1 (File No.
         333-90496))

4.5.     2001 Employee Share Purchase Plan (incorporated by reference to Exhibit
         10.30 to the Company's Registration Statement on Form F-1 (File No.
         333-90496))

4.6      1995 Share Option Plan (incorporated by reference to Exhibit 10.1 to
         the Company's Registration Statement on Form F-1 (File No. 333-90496))

5.1      Opinion of Zysman Aharoni Gayer & Co. Law Offices (filed herewith)

23.1     Consent of Counsel (contained in Exhibit 5.1)

23.2     Consent of Independent Auditors (filed herewith)

24.1     Power of Attorney (filed herewith)
[{"type": "S-8", "sequence": "1", "filename": "s15-3194_s8.txt", "description": "FORM S-8", "secsgml_size_bytes": 23026}]
{"company-data": {"conformed-name": "ON TRACK INNOVATIONS LTD", "cik": "0001021604", "assigned-sic": "3674", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-101491", "film-number": "02841328"}, "business-address": {"street1": "P O BOX 32", "street2": "ZHR INDUSTRIAL ZONE", "city": "ROSH PINAISRAEL", "state": "L3", "phone": "2126616500"}, "mail-address": {"street1": "ZHR INDUSTRIAL ZONE", "street2": "PO BOX 32", "city": "ROSH PINA IARAEL", "state": "L3", "zip": "00000"}}
As filed with the Securities and Exchange Commission on November 26, 2002
                          Registration No. 333-_______
==========================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            ON TRACK INNOVATIONS LTD.
             (Exact name of registrant as specified in its charter)

             ISRAEL                                      NOT APPLICABLE
(State or other jurisdiction of                         (I.R.S. Employer
 Incorporation or organization)                        Identification No.)

                             Z.H.R. INDUSTRIAL ZONE
                                   P.O. BOX 32
                                ROSH PINA, ISRAEL               12000
                   (Address of principal executive offices)  (Zip code)

                             2001 SHARE OPTION PLAN
                        2001 EMPLOYEE SHARE PURCHASE PLAN
                             1995 SHARE OPTION PLAN
                              (Full title of plans)

                                   OHAD BASHAN
                                OTI AMERICA, INC.
                       1601 SOUTH DE ANZA BLVD., SUITE 201
                           CUPERTINO, CALIFORNIA 95014

                                 (408) 252-0333
            (Name, address, including zip code and telephone number,
                   including area code of agent for service)
                        ---------------------------------
                                   COPIES TO:
    Jon M. Jenkins, Esq.                            Shmuel Zysman, Adv.
        Z.A.G/S&W LLP                              Zysman Aharoni Gayer
     292 Madison Avenue                             & Co. Law Offices
  New York, New York 10017                         52A Hayarkon Street
      (212) 213-8200                              Tel Aviv 63432, Israel
                                                  (011) 972-3-795-5555
CALCULATION OF REGISTRATION FEE

                                                                          PROPOSED           PROPOSED
                                               AMOUNT                     MAXIMUM            MAXIMUM               AMOUNT OF
                                               TO BE                      OFFERING           AGGREGATE             REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED           REGISTERED                 PRICE PER UNIT     OFFERING PRICE        FEE
                                               ----------                 --------------     --------------        ---
2001 Share Option Plan
Ordinary Shares (nominal NIS 0.1 per share)    680,432 shares (1)(4)      $120.00(5)       $81,651,840.00(5)     $7,512.00(5)

2001 Employee Share Purchase Plan
Ordinary Shares (nominal NIS 0.1 per share)     67,500 shares (2)(4)      $  7.20(6)       $     486,000(6)      $    44.7(6)

1995 Share Option Plan
Ordinary Shares (nominal NIS 0.1 per share)     82,894 shares (1)(3)      $115.00(5)       $   9,532,810(5)      $  877.00(5)
(1) An aggregate of 825,000 Ordinary Shares may be offered or issued pursuant to
the 2001 Share Option Plan, 680,432 of which are registered on this Form S-8.
The remaining 144,568 Ordinary Shares were issued pursuant to option exercises
occurring prior to the effective date of this Form S-8 and therefore are not
registered.

(2) An aggregate of 67,500 Ordinary Shares may be offered or issued pursuant to
the 2001 Employees Share Purchase Plan, all of which are registered on this Form
S-8.

(3) An aggregate of 130,300 Ordinary Shares may be offered or issued pursuant to
the 1995 Share Option Plan, 82,894 of which are registered on this Form S-8.
The remaining 47,406 Ordinary Shares were issued pursuant to option exercises
occurring prior to the effective date of this Form S-8 and therefore are not
registered.

(4) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate number of
Ordinary Shares that may be offered or issued by reason of stock splits, stock
dividends or similar transactions pursuant to the 2001 Share Option Plan and the
1995 Share Option Plan.

(5) Such shares are issuable upon exercise of outstanding options with fixed
exercise prices. Pursuant to Rule 457(h), the aggregate offering price and the
fee have been computed on the basis of the price at which the option may be
exercised. The offering price per share set forth for such shares is the
exercise price per share at which such options are exercisable.

(6) The price of $7.2 per share, which is the average of the high and low prices
of an Ordinary Share of the Company reported on November 25, 2002 on Nasdaq, is
set forth solely for purposes of calculating the filing fee pursuant to Rule
457(c) and has been used for those shares without a fixed exercise price.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM  1. PLAN INFORMATION.

         The documents containing the information in this Item 1 will be sent or
given to employees, directors and others as specified by Rule 428(b)(1). In
accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission") and the instructions to Form S-8, such documents
are not being filed with the Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.

ITEM  2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         The documents containing the information specified in this Item 2 will
be sent or given to employees, directors or others as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Commission and
the instructions to Form S-8, such documents are not being filed with the
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by On Track Innovations Ltd. (the
"Company" or the "Registrant") with the Commission pursuant to the Securities
Act of 1933, as amended (the "Securities Act") and the Securities Exchange Act
of 1934, as amended (the "Exchange Act") are incorporated by reference in this
Registration Statement:

     (a)  Description of ordinary shares contained in the Registrant's
          registration statement on Form F-1 (File No. 333-90496) as declared
          effective on November 8, 2002 and in the Registrant's registration
          statement on Form 8-A filed pursuant to the Exchange Act filed on June
          19, 2002.

         All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which (i) indicates that all securities
offered under this Registration Statement have been sold or (ii) which
deregisters all securities remaining unsold, shall be deemed to be incorporated
by reference into this Registration Statement and to be a part of this
Registration Statement from the date of filing of such documents.

ITEM  4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM  5. INTEREST OF NAMED EXPERTS AND COUNSEL.

         Israeli counsel for the Company, Zysman Aharoni Gayer & Co., 52A
Hayarkon Street, Tel Aviv, 63432, Israel, has rendered an opinion as to the
Ordinary Shares offered hereby. As of the date hereof, Zysman Aharoni Gayer &
Co. holds in the aggregate options to purchase 20,000 Ordinary Shares of the
Company.
ITEM  6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Under the Israeli Companies Law, an Israeli company may only exculpate
an office holder in advance, in whole or in part, for breach of duty of care and
only if a provision authorizing such exculpation is included in its articles of
association. The Company's articles of association include such provision. A
company may not exculpate an office holder for breach of duty of loyalty.
However, the company may approve an act performed in breach of the duty of
loyalty of an office holder provided that the office holder acted in good faith,
the act or its approval does not harm the company, and the office holder
discloses the nature of his or her personal interest in the act and all material
facts and documents a reasonable time before discussion of the approval.

         A company may indemnify an office holder in respect of certain
liabilities either in advance of an event or following an event provided a
provision authorizing such indemnification is inserted in its articles of
association. The Company's articles of association include such provision.
Advance indemnification of an office holder must be limited to foreseeable
liabilities and reasonable amounts determined by the board of directors. A
company may indemnify an office holder against the following liabilities
incurred for acts performed as an office holder:

     o    a financial liability imposed on him in favor of another person
          pursuant to a judgment, settlement or arbitrator's award approved by
          court; and

     o    reasonable litigation expenses, including attorneys' fees, incurred by
          the office holder or imposed by a court in proceedings instituted
          against him by the company, on its behalf or by a third party, in
          connection with criminal proceedings in which the officer holder was
          acquitted or as a result of a conviction for a crime that does not
          require proof of criminal intent.

         A company may insure an office holder against the following liabilities
incurred for acts performed as an office holder:

     o    a breach of duty of loyalty to the company, to the extent that the
          office holder acted in good faith and had a reasonable basis to
          believe that the act would not prejudice the company;

     o    a breach of duty of care to the company or to a third party; and

     o    a financial liability imposed on the office holder in favor of a third
          party.

         An Israeli company may not indemnify or insure an office holder against
any of the following:

     o    a breach of duty of loyalty, except to the extent that the office
          holder acted in good faith and had a reasonable basis to believe that
          the act would not prejudice the company;

     o    a breach of duty of care committed intentionally or recklessly;

     o    an act or omission committed with intent to derive illegal personal
          benefit; or

     o    a fine levied against the office holder.

         Under the Israeli Companies Law, indemnification and insurance of
office holders must be approved by the Company's audit committee and the
Company's board of directors and, in specified circumstances, by the Company's
shareholders.
The Company's articles of association allow the Company to indemnify
and insure its office holders to the fullest extent permitted by the Companies
Law. The Company's office holders are currently covered by a directors and
officers' liability insurance policy with an aggregate claim limit of $20
million. As of the date of this offering, no claims for directors and officers'
liability insurance have been filed under this policy.

         The Company's board of directors has resolved to indemnify and insure
the Company's office holders with respect to liabilities resulting from this
offering to the extent that these liabilities are not covered by insurance. In
the opinion of the U.S. Securities and Exchange Commission, however,
indemnification of directors and office holders for liabilities arising under
the Securities Act is against public policy and therefore unenforceable.

         The Company's U.S. subsidiary has also entered into indemnification
agreements with certain of its key employees. These agreements provide,
independent of the indemnification these individuals are entitled to by law and
under the provisions of the subsidiary's charter, indemnification for certain
acts while employed by the subsidiary. These indemnification agreements contain
exclusions, such as limiting indemnification that would be unlawful or that is
covered by other liability insurance. Moreover, employees are not indemnified
against liability to the extent that the employee gained a personal profit to
which he or she is not legally entitled, including proceeds obtained from the
illegal trading of the Company's equity securities. The performance of these
agreements is guaranteed by the Company as parent of the U.S. subsidiary, to the
extent permitted by Israeli law.

ITEM  7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM  8. EXHIBITS.

EXHIBIT           DESCRIPTION
NUMBER

4.1      Memorandum of Association, dated as of February 14, 1990 and
         Certificate of Change of Name, dated as of July 22, 1998 (incorporated
         by reference to Exhibit 3.1 to the Company's Registration Statement on
         Form F-1 (File No. 333-90496))

4.3      Amended Articles of Association dated as of June 14, 2002 (incorporated
         by reference to Exhibit 3.2 to the Company Registration Statement on
         Form F-1 (File No. 333-90496))

4.4      2001 Employee Share Option Plan (incorporated by reference to Exhibit
         10.31 to the Company's Registration Statement on Form F-1 (File No.
         333-90496))

4.5.     2001 Employee Share Purchase Plan (incorporated by reference to Exhibit
         10.30 to the Company's Registration Statement on Form F-1 (File No.
         333-90496))

4.6      1995 Share Option Plan (incorporated by reference to Exhibit 10.1 to
         the Company Registration Statement on Form F-1 (File No. 333-90496))

5.1      Opinion of Zysman Aharoni Gayer & Co. Law Offices (filed herewith)

23.1     Consent of Counsel (contained in Exhibit 5.1)
23.2     Consent of Independent Auditors (filed herewith)

24.1     Power of Attorney (filed herewith)

ITEM  9.          UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales
                  are being made, a post-effective amendment to this
                  Registration Statement:

                  (i)      To include any prospectus required by Section
                           10(a)(3) of the Securities Act of 1933;

                  (ii)     To reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the Registration Statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in aggregate, the changes in volume and
                           price represent no more than 20 percent change in the
                           maximum aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective registration statement; and

                  (iii)    To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the registration statement or any material change to
                           such information in the registration statement.

         (2)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof;

         (3)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.
(b)      The undersigned Registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities Act
                  of 1933, each filing of the Registrant's annual report
                  pursuant to Section 13(a) or Section 15(d) of the Securities
                  Exchange Act of 1934 (and, where applicable, each filing of an
                  employee benefit plan's annual report pursuant to Section
                  15(d) of the Securities Exchange Act of 1934) that is
                  incorporated by reference in the registration statement shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial BONA
                  FIDE offering thereof.

         (c)      Insofar as indemnification for liabilities arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and controlling persons of the Registrant pursuant to the
                  foregoing provisions, or otherwise, the Registrant has been
                  advised that in the opinion of the Securities and Exchange
                  Commission such indemnification is against public policy as
                  expressed in the Act and is, therefore, unenforceable. In the
                  event that a claim for indemnification against such
                  liabilities (other than the payment by the Registrant of
                  expenses incurred or paid by a director, officer or
                  controlling person of the Registrant in the successful defense
                  of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being registered, the Registrant will, unless in
                  the opinion of its counsel the matter has been settled by
                  controlling precedent, submit to a court of appropriate
                  jurisdiction the question whether such indemnification by it
                  is against public policy as expressed in the Act and will be
                  governed by the final adjudication of such issue.
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Rosh Pina, Israel, on the 26 day of November, 2002.

                                            ON TRACK INNOVATIONS LTD.

                                            By:    /s/ Oded Bashan
                                            ------------------------------------
                                            Oded Bashan
                                            Chief Executive Officer and Chairman

Pursuant to the requirements of the Securities Act of 1933, this Form S-8
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE                              TITLE                         DATE
---------                              -----                         ----

/s/ Oded Bashan               Chief Executive Officer          November 26, 2002
------------------------      (Principal Executive Officer)
Oded Bashan

/s/ Guy Shafran               Chief Financial Officer          November 26, 2002
--------------------------    (Principal Financial and
Guy Shafran                   Accounting Officer)

A majority of the Board of Directors (Oded Bashan, Ronnie Gilboa, Shulamith
Shiffer, Felix Goedhart and Raanan Ellran).

Date:  November 26, 2002                    By:  /s/ Oded Bashan
                                            ---------------------------
                                            Oded Bashan
                                            Attorney-In-Fact
EXHIBIT INDEX

EXHIBIT           DESCRIPTION
NUMBER

4.1      Memorandum of Association, dated as of February as of February 14, 1990
         and Certificate of Change of Name, dated as of July 22, 1998
         (incorporated by reference to Exhibit 3.1 to the Company's Registration
         Statement on Form F-1 (File No. 333-90496))

4.3      Amended Articles of Association dated as of June 14, 2002 (incorporated
         by reference to Exhibit 3.2 to the Company Registration Statement on
         Form F-1 (File No. 333-90496))

4.4      2001 Employee Share Option Plan (incorporated by reference to Exhibit
         10.31 to the Company's Registration Statement on Form F-1 (File No.
         333-90496))

4.5.     2001 Employee Share Purchase Plan (incorporated by reference to Exhibit
         10.30 to the Company's Registration Statement on Form F-1 (File No.
         333-90496))

4.6      1995 Share Option Plan (incorporated by reference to Exhibit 10.1 to
         the Company's Registration Statement on Form F-1 (File No. 333-90496))

5.1      Opinion of Zysman Aharoni Gayer & Co. Law Offices (filed herewith)

23.1     Consent of Counsel (contained in Exhibit 5.1)

23.2     Consent of Independent Auditors (filed herewith)

24.1     Power of Attorney (filed herewith)