Registration No. 333-_________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                    ---------

                         RADA ELECTRONIC INDUSTRIES LTD.
             (Exact name of registrant as specified in its charter)

                  Israel                              None
     (State or other jurisdiction of     (I.R.S. Employer Identification No.)
     incorporation or organization)

                 7 Giborei Israel Street, Netanya 42504, Israel
               (Address of Principal Executive Offices) (Zip Code)

                         RADA ELECTRONIC INDUSTRIES LTD.
                         2003 EMPLOYEE STOCK OPTION PLAN
                            (Full title of the plan)

                         RADA Electronic Industries Inc.
                 Attn: Mr. Adar Azancot, Chief Executive Officer
                        C/O Carter Ledyard & Milburn LLP
                                  2 Wall Street
                            New York, New York 10005
                     (Name and address of agent for service)

                                  212-238-8605
          (Telephone number, including area code, of agent for service)

                                   Copies to:


      Steven J. Glusband, Esq.                       Sarit Molcho, Adv.
    Carter Ledyard & Milburn LLP                S. Friedman & Co., Advocates
           2 Wall Street                               The Trade Tower
      New York, New York 10005                        25 Hamered Street
          (212) 732-3200                             Tel Aviv, Israel 68125
                                                         972-3-696-0183




<PAGE>

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

===================================================================================================================
                                                  Proposed maximum
   Title of securities to be     Amount to be    offering price per         Proposed maximum         Amount of
          registered              registered            share           aggregate offering price  registration fee
-------------------------------------------------------------------------------------------------------------------
<S>                             <C>                   <C>                    <C>                      <C>
Ordinary Shares, par value
NIS 0.005 per share.......      2,000,000             $1.62(1)               $3,240,000               $262.12(2)
                                ---------             --------               ----------               ----------
-------------------------------------------------------------------------------------------------------------------
Total.....................      2,000,000             $1.62(1)               $3,240,000               $262.12(2)
                                ---------             --------               ----------               ----------
-------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Calculated  pursuant  to Rule 457(h) and (c) on the basis of the average of
     the high and low prices ($1.74 and $1.5) of an ordinary  share as quoted on
     the Nasdaq SmallCap Market System on December 17, 2003.

(2)  Calculated  pursuant  to  Section  6(b)  of the  Securities  Act of 1933 as
     follows: proposed maximum aggregate offering price multiplied by .0000809.

                           ---------------------------

This Registration Statement shall become effective immediately upon filing as
provided in Rule 462 under the Securities Act of 1933.

                                       2


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

     The Registrant  hereby  incorporates  by reference the following  documents
(Commission File No. 0-15375) into this Registration Statement:

          (a)  The  Registrant's  Annual Report on Form 20-F for the fiscal year
               ended December 31, 2002;

          (b)  The Registrant's Reports of Foreign Private Issuer on Form 6-K as
               follows:

                          Month                    Filing Date

                          January  2003            January 6, 2003
                                                   January 21, 2003
                          April 2003               April 8, 2003
                                                   April 24, 2003
                          June 2003                June 16, 2003
                                                   June 24, 2003
                                                   June 30, 2003
                                                   June 30, 2003
                          July 2003                July 24, 2003
                          September 2003           September 9, 2003
                          October 2003             October 02, 2003
                                                   October 15, 2003
                                                   October 21, 2003
                                                   October 22, 2003
                          November 2003            November 12, 2003
                                                   November 17, 2003
                                                   November 21, 2003
                                                   November 25, 2003
                          December 2003            December 11, 2003
                                                   December 19, 2003

         In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and made a part hereof from the date of
filing of such documents.

                                        3



<PAGE>


Item 4.  Description of Securities.

     Not required,  inasmuch as the Registrant's  Ordinary Shares are registered
under Section 12(g) of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     The Israeli Companies Law provides that an Israeli company cannot exculpate
an office holder from liability with respect to a breach of his duty of loyalty,
but may, if permitted by its  Articles of  Association,  exculpate in advance an
office  holder from his  liability  to the  company,  in whole or in part,  with
respect to a breach of his duty of care.In addition, under the Israeli Companies
Law,  accompany  may enter into a contract for the insurance of the liability of
any of its office  holders  with  respect to a breach of his duty of care to the
company or to another person,  the breach of his duty of loyalty to the company,
provided that the office holder acted in good faith and had reasonable  cause to
assume that his act would not prejudice our interests;  or a financial liability
imposed  upon him in favor of another  person in respect of an act  performed by
him in his capacity as an office holder.

     The  Companies  Law  provides  that a company may not  indemnify  an office
holder, nor enter into an insurance  contract,  which would provide coverage for
any  monetary  liability,  in whole or in part,  incurred as a result of certain
improper actions.

Office Holder Insurance

     The  Registrant's  Articles of  Association  provide  that,  subject to the
provisions  of the  Israeli  Companies  Law,  the  Registrant  may enter  into a
contract for the  insurance of the  liability of any of its office  holders with
respect to:

          o    a breach  of his  duty of care to the  Registrant  or to  another
               person;

          o    a breach of his duty of loyalty to the Registrant,  provided that
               the office holder acted in good faith and had reasonable cause to
               assume  that  his  act  would  not  prejudice  the   Registrant's
               interests; or

          o    a financial liability imposed upon him in favor of another person
               concerning  an act  performed by him in his capacity as an office
               holder.

Indemnification of Office Holders

     The Registrant's  Articles of Association  provide that it may indemnify an
office holder against:

                                        4

<PAGE>




          o    a financial  liability  imposed on him in favor of another person
               by any judgment,  including a settlement or an arbitrator's award
               approved by a court  concerning  an act performed in his capacity
               as an office holder; and

          o    reasonable   litigation  expenses,   including  attorneys'  fees,
               expended  by the office  holder or charged to him by a court,  in
               proceedings   instituted   against  him  by  the   Registrant  or
               instituted on its behalf or by another  person,  or in a criminal
               charge from which he was  acquitted,  in each case relating to an
               act performed in his capacity as an office holder.

Limitations on Insurance and Indemnification

     The Israeli  Companies  Law  provides  that a company may not  indemnify an
office holder nor enter into an insurance  contract which would provide coverage
for any monetary liability incurred as a result of any of the following:

          o    a breach by the office  holder of his duty of loyalty  unless 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 by the  office  holder of his duty of care if the breach
               was done intentionally or recklessly;

          o    any act or  omission  done with the  intent to derive an  illegal
               personal benefit; or

          o    any fine levied against the office holder.

     Pursuant to the  Companies  Law,  indemnification  of, and  procurement  of
insurance  coverage  for,  an  office  holder  must  be  approved  by the  audit
committee,  the board of directors and, in the evnt that such office holder is a
director, also by our shareholders.

     The  Registrant  has  indemnified  its office holders to the fullest extent
permitted by law. The  Registrant  currently  maintain a directors  and officers
liability insurance policy with a per claim and aggregate coverage limit of $5.0
million.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     The Exhibit Index appears below on page 9 of this Registration Statement.

Item 9.  Undertakings.

     The undersigned Registrant hereby undertakes:

                                        5

<PAGE>




     (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, as amended (the "Securities Act");

               (ii) to reflect  in the  prospectus  any facts or events  arising
          after the effective date of this  Registration  Statement (or the most
          recent post-effective amendment hereof) which,  individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement;

               (iii) to include any  material  information  with  respect to the
          plan of  distribution  not previously  disclosed in this  Registration
          Statement  or  any  material   change  to  such   information  in  the
          Registration Statement;

          provided,  however, that paragraphs (i) and (ii) above do not apply if
          the information required to be included in a post-effective  amendment
          by those  paragraphs  is contained in periodic  reports  filed with or
          furnished to the Securities and Exchange Commission (the "Commission")
          by the  Registrant  pursuant  to Section  13 or  Section  15(d) of the
          Exchange Act that are  incorporated by reference in this  Registration
          Statement.

     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act, each such post-effective  amendment shall be deemed to
          be a new  registration  statement  relating to the securities  offered
          herein,  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.

     (4)  That, for purposes of determining  any liability  under the Securities
          Act, each filing of the Registrant's annual report pursuant to Section
          13(a) or Section  15(d) of the  Exchange Act that is  incorporated  by
          reference in this  Registration  Statement shall be deemed to be a new
          registration  statement relating to the securities offered herein, and
          the offering of such securities at that time shall be deemed to be the
          initial bona fide offering thereof.

     (5)  Insofar  as   indemnification   for  liabilities   arising  under  the
          Securities Act may be permitted to directors, officers and controlling
          persons of the Registrant pursuant to the provisions described in Item
          6 above,  or otherwise,  the  Registrant  has been advised that in the
          opinion of the  Commission,  such  indemnification  is against  public
          policy  as  expressed  in  the  Securities  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  Securities  Act and
          will be governed by the final adjudication of such issue.

                                        6

<PAGE>


                                   SIGNATURES


     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable  grounds  to  believe  that  it  meets  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 Tel Aviv, Israel on December 22, 2003.


                                            RADA ELECTRONIC INDUSTRIES LTD.


                                            By: /s/ Herzle Bodinger
                                            -----------------------
                                            Name:  Herzle Bodinger
                                            Title: Chairman of the Board of
                                                      Directors and President
                                        7


<PAGE>


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and appoints Adar Azancot and Herzle  Bodinger,  and each of
them severally, his true and lawful attorney-in-fact,  and agent each with power
to act with or  without  the  other,  and with full  power of  substitution  and
resubstitution,  to execute in the name of such  person,  in his  capacity  as a
director or officer of RADA Electronic  Industries  Ltd., any and all amendments
to this  Registration  Statement  on Form S-8 and all  instruments  necessary or
incidental in connection therewith, and to file the same with the Securities and
Exchange  Commission,  hereby  ratifying  and  confirming  all that each of said
attorneys-in-fact,  or their  substitutes,  may do or cause to be done by virtue
hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed on December 22, 2003,  by the following
persons in the capacities indicated.

  Signature                            Title
  ---------                            -----

  /s/ Herzle Bodinger                  Chairman of the Board of Directors
  -------------------                   and President
  Herzle Bodinger

  /s/ Adar Azancot                     Chief Executive Officer
  ----------------
  Adar Azancot

  /s/ Guy Shelly                       Chief Financial Officer
  --------------
  Guy Shelly

  /s/ Adrian Berg                      Director
  ---------------
  Adrian Berg

  /s/ Ben Zion Gruber                  Director
  -------------------
  Ben Zion Gruber

  /s/ Roy Kui Chuen Chan               Director
  ----------------------
  Roy Kui Chuen Chan

  /s/ Asaf Agmon                       Director
  ---------------
  Asaf Agmon

  /s/ Hava Snir                        Outside director
  -------------
  Hava Snir

  /s/ Zvi Tropp                        Outside director
  -------------
  Zvi Tropp

  RADA Electronic Industries Inc.
  By: /s/Herzle Bodinger
      ------------------
  Herzle Bodinger, President           Authorized Representative
                                         in the United States


                                       8

<PAGE>




                                  EXHIBIT INDEX



Exhibit No.
-----------

   5       Opinion of S. Friedman & Co., Advocates

  23.1     Consent of S. Friedman & Co., Advocates (included in Exhibit (5))

  23.2     Consent of Luboshitz Kasierer, Certified Public Accountants (Israel)

  24       Power of Attorney (see page 8 above)


                                       9
[{"type": "S-8", "sequence": "1", "filename": "frms8.txt", "description": "2003 EMPLOYEE STOCK OPTION PLAN", "secsgml_size_bytes": 19048}]
{"company-data": {"conformed-name": "RADA ELECTRONIC INDUSTRIES LTD", "cik": "0000761238", "assigned-sic": "5065", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-111437", "film-number": "031067660"}, "business-address": {"street1": "MEDINAT HAYEHIDIM 12", "street2": "P O BOX 2059", "city": "HERZLIYA ISRAEL", "state": "L3", "zip": "4612", "phone": "2127348340"}, "mail-address": {"street1": "MEDINAT HAYEHIDIM 12", "street2": "P O BOX 2059", "city": "HERZLIYA ISRAEL", "state": "L3", "zip": "461"}}
Registration No. 333-_________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                    ---------

                         RADA ELECTRONIC INDUSTRIES LTD.
             (Exact name of registrant as specified in its charter)

                  Israel                              None
     (State or other jurisdiction of     (I.R.S. Employer Identification No.)
     incorporation or organization)

                 7 Giborei Israel Street, Netanya 42504, Israel
               (Address of Principal Executive Offices) (Zip Code)

                         RADA ELECTRONIC INDUSTRIES LTD.
                         2003 EMPLOYEE STOCK OPTION PLAN
                            (Full title of the plan)

                         RADA Electronic Industries Inc.
                 Attn: Mr. Adar Azancot, Chief Executive Officer
                        C/O Carter Ledyard & Milburn LLP
                                  2 Wall Street
                            New York, New York 10005
                     (Name and address of agent for service)

                                  212-238-8605
          (Telephone number, including area code, of agent for service)

                                   Copies to:

      Steven J. Glusband, Esq.                       Sarit Molcho, Adv.
    Carter Ledyard & Milburn LLP                S. Friedman & Co., Advocates
           2 Wall Street                               The Trade Tower
      New York, New York 10005                        25 Hamered Street
          (212) 732-3200                             Tel Aviv, Israel 68125
                                                         972-3-696-0183
CALCULATION OF REGISTRATION FEE

===================================================================================================================
                                                  Proposed maximum
   Title of securities to be     Amount to be    offering price per         Proposed maximum         Amount of
          registered              registered            share           aggregate offering price  registration fee
-------------------------------------------------------------------------------------------------------------------
Ordinary Shares, par value
NIS 0.005 per share.......      2,000,000             $1.62(1)               $3,240,000               $262.12(2)
                                ---------             --------               ----------               ----------
-------------------------------------------------------------------------------------------------------------------
Total.....................      2,000,000             $1.62(1)               $3,240,000               $262.12(2)
                                ---------             --------               ----------               ----------
-------------------------------------------------------------------------------------------------------------------
(1)  Calculated  pursuant  to Rule 457(h) and (c) on the basis of the average of
     the high and low prices ($1.74 and $1.5) of an ordinary  share as quoted on
     the Nasdaq SmallCap Market System on December 17, 2003.

(2)  Calculated  pursuant  to  Section  6(b)  of the  Securities  Act of 1933 as
     follows: proposed maximum aggregate offering price multiplied by .0000809.

                           ---------------------------

This Registration Statement shall become effective immediately upon filing as
provided in Rule 462 under the Securities Act of 1933.

                                       2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The Registrant  hereby  incorporates  by reference the following  documents
(Commission File No. 0-15375) into this Registration Statement:

          (a)  The  Registrant's  Annual Report on Form 20-F for the fiscal year
               ended December 31, 2002;

          (b)  The Registrant's Reports of Foreign Private Issuer on Form 6-K as
               follows:

                          Month                    Filing Date

                          January  2003            January 6, 2003
                                                   January 21, 2003
                          April 2003               April 8, 2003
                                                   April 24, 2003
                          June 2003                June 16, 2003
                                                   June 24, 2003
                                                   June 30, 2003
                                                   June 30, 2003
                          July 2003                July 24, 2003
                          September 2003           September 9, 2003
                          October 2003             October 02, 2003
                                                   October 15, 2003
                                                   October 21, 2003
                                                   October 22, 2003
                          November 2003            November 12, 2003
                                                   November 17, 2003
                                                   November 21, 2003
                                                   November 25, 2003
                          December 2003            December 11, 2003
                                                   December 19, 2003

         In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and made a part hereof from the date of
filing of such documents.

                                        3
Item 4.  Description of Securities.

     Not required,  inasmuch as the Registrant's  Ordinary Shares are registered
under Section 12(g) of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     The Israeli Companies Law provides that an Israeli company cannot exculpate
an office holder from liability with respect to a breach of his duty of loyalty,
but may, if permitted by its  Articles of  Association,  exculpate in advance an
office  holder from his  liability  to the  company,  in whole or in part,  with
respect to a breach of his duty of care.In addition, under the Israeli Companies
Law,  accompany  may enter into a contract for the insurance of the liability of
any of its office  holders  with  respect to a breach of his duty of care to the
company or to another person,  the breach of his duty of loyalty to the company,
provided that the office holder acted in good faith and had reasonable  cause to
assume that his act would not prejudice our interests;  or a financial liability
imposed  upon him in favor of another  person in respect of an act  performed by
him in his capacity as an office holder.

     The  Companies  Law  provides  that a company may not  indemnify  an office
holder, nor enter into an insurance  contract,  which would provide coverage for
any  monetary  liability,  in whole or in part,  incurred as a result of certain
improper actions.

Office Holder Insurance

     The  Registrant's  Articles of  Association  provide  that,  subject to the
provisions  of the  Israeli  Companies  Law,  the  Registrant  may enter  into a
contract for the  insurance of the  liability of any of its office  holders with
respect to:

          o    a breach  of his  duty of care to the  Registrant  or to  another
               person;

          o    a breach of his duty of loyalty to the Registrant,  provided that
               the office holder acted in good faith and had reasonable cause to
               assume  that  his  act  would  not  prejudice  the   Registrant's
               interests; or

          o    a financial liability imposed upon him in favor of another person
               concerning  an act  performed by him in his capacity as an office
               holder.

Indemnification of Office Holders

     The Registrant's  Articles of Association  provide that it may indemnify an
office holder against:

                                        4
o    a financial  liability  imposed on him in favor of another person
               by any judgment,  including a settlement or an arbitrator's award
               approved by a court  concerning  an act performed in his capacity
               as an office holder; and

          o    reasonable   litigation  expenses,   including  attorneys'  fees,
               expended  by the office  holder or charged to him by a court,  in
               proceedings   instituted   against  him  by  the   Registrant  or
               instituted on its behalf or by another  person,  or in a criminal
               charge from which he was  acquitted,  in each case relating to an
               act performed in his capacity as an office holder.

Limitations on Insurance and Indemnification

     The Israeli  Companies  Law  provides  that a company may not  indemnify an
office holder nor enter into an insurance  contract which would provide coverage
for any monetary liability incurred as a result of any of the following:

          o    a breach by the office  holder of his duty of loyalty  unless 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 by the  office  holder of his duty of care if the breach
               was done intentionally or recklessly;

          o    any act or  omission  done with the  intent to derive an  illegal
               personal benefit; or

          o    any fine levied against the office holder.

     Pursuant to the  Companies  Law,  indemnification  of, and  procurement  of
insurance  coverage  for,  an  office  holder  must  be  approved  by the  audit
committee,  the board of directors and, in the evnt that such office holder is a
director, also by our shareholders.

     The  Registrant  has  indemnified  its office holders to the fullest extent
permitted by law. The  Registrant  currently  maintain a directors  and officers
liability insurance policy with a per claim and aggregate coverage limit of $5.0
million.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     The Exhibit Index appears below on page 9 of this Registration Statement.

Item 9.  Undertakings.

     The undersigned Registrant hereby undertakes:

                                        5
(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, as amended (the "Securities Act");

               (ii) to reflect  in the  prospectus  any facts or events  arising
          after the effective date of this  Registration  Statement (or the most
          recent post-effective amendment hereof) which,  individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement;

               (iii) to include any  material  information  with  respect to the
          plan of  distribution  not previously  disclosed in this  Registration
          Statement  or  any  material   change  to  such   information  in  the
          Registration Statement;

          provided,  however, that paragraphs (i) and (ii) above do not apply if
          the information required to be included in a post-effective  amendment
          by those  paragraphs  is contained in periodic  reports  filed with or
          furnished to the Securities and Exchange Commission (the "Commission")
          by the  Registrant  pursuant  to Section  13 or  Section  15(d) of the
          Exchange Act that are  incorporated by reference in this  Registration
          Statement.

     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act, each such post-effective  amendment shall be deemed to
          be a new  registration  statement  relating to the securities  offered
          herein,  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.

     (4)  That, for purposes of determining  any liability  under the Securities
          Act, each filing of the Registrant's annual report pursuant to Section
          13(a) or Section  15(d) of the  Exchange Act that is  incorporated  by
          reference in this  Registration  Statement shall be deemed to be a new
          registration  statement relating to the securities offered herein, and
          the offering of such securities at that time shall be deemed to be the
          initial bona fide offering thereof.

     (5)  Insofar  as   indemnification   for  liabilities   arising  under  the
          Securities Act may be permitted to directors, officers and controlling
          persons of the Registrant pursuant to the provisions described in Item
          6 above,  or otherwise,  the  Registrant  has been advised that in the
          opinion of the  Commission,  such  indemnification  is against  public
          policy  as  expressed  in  the  Securities  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  Securities  Act and
          will be governed by the final adjudication of such issue.

                                        6
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable  grounds  to  believe  that  it  meets  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 Tel Aviv, Israel on December 22, 2003.

                                            RADA ELECTRONIC INDUSTRIES LTD.

                                            By: /s/ Herzle Bodinger
                                            -----------------------
                                            Name:  Herzle Bodinger
                                            Title: Chairman of the Board of
                                                      Directors and President
                                        7
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and appoints Adar Azancot and Herzle  Bodinger,  and each of
them severally, his true and lawful attorney-in-fact,  and agent each with power
to act with or  without  the  other,  and with full  power of  substitution  and
resubstitution,  to execute in the name of such  person,  in his  capacity  as a
director or officer of RADA Electronic  Industries  Ltd., any and all amendments
to this  Registration  Statement  on Form S-8 and all  instruments  necessary or
incidental in connection therewith, and to file the same with the Securities and
Exchange  Commission,  hereby  ratifying  and  confirming  all that each of said
attorneys-in-fact,  or their  substitutes,  may do or cause to be done by virtue
hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed on December 22, 2003,  by the following
persons in the capacities indicated.

  Signature                            Title
  ---------                            -----

  /s/ Herzle Bodinger                  Chairman of the Board of Directors
  -------------------                   and President
  Herzle Bodinger

  /s/ Adar Azancot                     Chief Executive Officer
  ----------------
  Adar Azancot

  /s/ Guy Shelly                       Chief Financial Officer
  --------------
  Guy Shelly

  /s/ Adrian Berg                      Director
  ---------------
  Adrian Berg

  /s/ Ben Zion Gruber                  Director
  -------------------
  Ben Zion Gruber

  /s/ Roy Kui Chuen Chan               Director
  ----------------------
  Roy Kui Chuen Chan

  /s/ Asaf Agmon                       Director
  ---------------
  Asaf Agmon

  /s/ Hava Snir                        Outside director
  -------------
  Hava Snir

  /s/ Zvi Tropp                        Outside director
  -------------
  Zvi Tropp

  RADA Electronic Industries Inc.
  By: /s/Herzle Bodinger
      ------------------
  Herzle Bodinger, President           Authorized Representative
                                         in the United States

                                       8
EXHIBIT INDEX

Exhibit No.
-----------

   5       Opinion of S. Friedman & Co., Advocates

  23.1     Consent of S. Friedman & Co., Advocates (included in Exhibit (5))

  23.2     Consent of Luboshitz Kasierer, Certified Public Accountants (Israel)

  24       Power of Attorney (see page 8 above)

                                       9