<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>tatfrm6k1129.txt
<DESCRIPTION>PROXY MATERIALS FOR ANNUAL MEETING 12/21/04
<TEXT>

================================================================================

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


                                   F O R M 6-K

           REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
                15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

                         For the month of November 2004

                              TAT TECHNOLOGIES LTD.
                              (Name of Registrant)


                         P.O.BOX 80, Gedera 70750 Israel
                     (Address of Principal Executive Office)

                  Indicate by check mark whether the registrant files or will
file annual reports under cover of Form 20-F or Form 40-F.

                           Form 20-F   X    Form 40-F__

                  Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):__


                  Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):__

                  Indicate by check mark whether by furnishing the information
contained in this Form, the registrant 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- ___________

================================================================================


<PAGE>


                              TAT Technologies Ltd.

6-K Items

1.   Notice of and  Proxy  Statement  for TAT  Technologies  Ltd.Annual  General
     Meeting to be held December 21, 2004.

2.   TAT Technologies Ltd. Proxy Card.


<PAGE>


                                                                          ITEM 1



<PAGE>



                              TAT TECHNOLOGIES LTD.
                                   P.O. Box 80
                              Gedera 70750, Israel

                NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
                         TO BE HELD ON DECEMBER 21, 2004

         NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders
of TAT Technologies Ltd. will be held on Tuesday, December 21, 2004 at 2:00 p.m.
Israel time, at our offices in Park Re'em Industrial Zone, Bnei Ayish, Israel,
to consider and vote upon the following matters:

    (1)  The election of seven directors for terms expiring in 2005;

    (2)  Ratification of the appointment of Kost Forer Gabbay & Kasierer,
independent certified public accountants in Israel, a member firm of Ernst &
Young Global, as our independent auditors for the year ending December 31, 2004
and authorization for the Board of Directors to determine their remuneration;

    (3)  Review and discussion of our Auditor's Report, Financial Statements,
and the Directors' Report for the fiscal year ended December 31, 2003; and

    (4)  The transaction of any other business that may properly come before the
meeting or any adjournment thereof.

         The Board of Directors recommends that you vote in favor of all of the
proposals, which are described in the attached Proxy Statement.

         You can vote by proxy either by mail or in person. If voting by mail,
the proxy must be received by our transfer agent or at our registered office in
Israel at least 48 hours prior to the meeting to be validly included in the
tally of ordinary shares voted at the meeting. Detailed proxy voting
instructions are provided both in the Proxy Statement and on the enclosed proxy
card.

         The accompanying Proxy Statement contains further information with
respect to these matters and the text of the resolutions proposed to be adopted
at the Annual Meeting.

                                            By Order of the Board of Directors

                                            Avi Kahana,
                                            Secretary
Gedera, Israel
November 19, 2004


         PLEASE  COMPLETE,  SIGN AND DATE THE ENCLOSED PROXY AND PROMPTLY RETURN
IT IN THE ENCLOSED  ENVELOPE.  NO POSTAGE IS NECESSARY IF MAILED IN THE
UNITED STATES.




<PAGE>

                                 PROXY STATEMENT

         This statement is being furnished in connection with the solicitation
of proxies on behalf of the Board of Directors of TAT Technologies Ltd., an
Israeli corporation, to be voted at the Annual General Meeting of Shareholders,
or the Meeting, to be held on December 21, 2004 at 2:00 p.m., and any
adjournments thereof. Shareholders will be asked to vote upon: (i) the election
of seven directors for terms expiring at our 2005 Annual General Meeting of
Shareholders; (ii) ratification of the appointment of Kost Forer Gabbay &
Kasierer, independent certified public accountants in Israel, a member firm of
Ernst & Young Global, as our independent auditors for the year ending December
31, 2004 and authorization for the Board of Directors to determine their
remuneration; (iii) review and discussion of our Auditor's Report, Financial
Statements, and the Directors' Report for the fiscal year ended December 31,
2003; and (iv) the transaction of any other business that may properly come
before the meeting.

         Our 2003 Annual Report, including our audited financial statements for
the fiscal year ended December 31, 2003, and the proxy card enclosed with this
Proxy Statement are being mailed to shareholders on or about November 19, 2004.

         Shares eligible to be voted and for which a proxy card is properly
signed and returned at least 48 hours prior to the beginning of the Meeting will
be voted as directed. If directions are not given or directions are not in
accordance with the options listed on a signed and returned proxy card, such
shares will be voted FOR the nominees for director and each proposition for
which the Board of Directors recommends a vote FOR. Unsigned or unreturned
proxies, including those not returned by banks, brokers, or other record
holders, will not be counted for quorum or voting purposes. You may revoke your
proxy at any time prior to the exercise of authority granted in the proxy by
giving a written notice of revocation to our Corporate Secretary, by submitting
a subsequently dated, validly executed proxy, or by voting in person at the
Meeting.

         As of November 15, 2004, the record date for the determination of
shareholders entitled to vote at the Meeting, there were outstanding 6,042,671
ordinary shares. Each ordinary share entitles the holder to one vote. The
ordinary shares have a par value of NIS 0.9 per share. The presence of two
shareholders, holding at least one third of our voting rights, represented in
person or by proxy at the Meeting, will constitute a quorum. If, within half an
hour from the time appointed for the holding of a general meeting, a quorum is
not present, the meeting shall stand adjourned to the same day in the next week
at the same time and place, and if, at such adjourned meeting, a quorum is not
present within half an hour from the time appointed for holding the meeting any
two shareholders present in person or by proxy shall constitute a quorum. This
proxy shall constitute notice of such adjourned meeting and no additional notice
shall be provided by us to the shareholders.

         An affirmative majority of the votes cast is required to approve each
of the proposals to be presented at the Meeting.

         We will bear the cost of soliciting proxies from our shareholders.
Proxies will be solicited by mail and may also be solicited personally or by
telephone by our directors, officers and employees. We will reimburse brokerage
houses and other custodians, nominees and fiduciaries for their expenses in
accordance with the regulations of the Securities and Exchange Commission
concerning the sending of proxies and proxy material to the beneficial owners of
stock.

         You may vote by submitting your proxy with voting instructions by mail
if you promptly complete, sign, date and return the accompanying proxy card in
the enclosed self-addressed envelope to our transfer agent or to our registered
office in Israel at least 48 hours prior to the Meeting.

<PAGE>


Beneficial   Ownership  of  Securities  by  of  Certain  Beneficial  Owners  and
Management

         The following table sets forth certain information as of November 15,
2004 regarding the beneficial ownership by: (i) all shareholders known to us to
own beneficially more than 5% of our outstanding ordinary shares, (ii) each
director and (iii) all directors and executive officers as a group.

                                            Number of Ordinary     Percent of
Name and Address                             Shares Owned(1)     Shares Owned(2)
----------------                             ---------------     ---------------

TAT Industries Ltd.......................      3,113,409            51.25%
Shlomo Ostersetzer(3)(4) ................        374,412             6.07%
Dov Zeelim(3)(5) ........................        300,000             4.86%
Israel Ofen..............................         98,000             1.62%
Meir Dvir................................          5,000                *
Yaakov Fish..............................          5,000                *
FIMI Opportunity Fund (6) ...............      1,357,143            20.74%
All officers and directors as a group
(16 persons) (7).........................        798,651            12.57%

_______________
*        Less than 1%.

(1)      Beneficial ownership is determined in accordance with the rules of the
         Securities and Exchange Commission and generally includes voting or
         investment power with respect to securities. In addition, ordinary
         shares relating to options currently exercisable or exercisable within
         60 days of the record date are deemed outstanding for computing the
         percentage of the person holding such securities but are not deemed
         outstanding for computing the percentage of any other person. Except as
         indicated by footnote, and subject to community property laws where
         applicable, the persons named in the table have sole voting and
         investment power with respect to all shares shown as beneficially owned
         by them.

(2)      Based on 6,042,671 ordinary shares issued and outstanding as of
         November 15, 2004.

(3)      Such number does not include shares beneficially held by TAT Industries
         Ltd. Mr. Shlomo Ostersetzer, our Chairman of the Board of Directors and
         Chief Executive Officer, is the chairman of the board of TAT Industries
         Ltd. and owns approximately 41.59% of the equity rights and the voting
         rights in TAT Industries Ltd. as of November 15, 2004. Mr. Dov Zeelim,
         our President and Vice Chairman of the Board of Directors, is the vice
         chairman of TAT Industries Ltd. and owns approximately 20.99% of the
         equity rights and the voting rights in TAT Industries Ltd. as of
         November 15, 2004.

(4)      Includes  125,000  ordinary  shares  issuable  upon the  exercise  of
         currently  exercisable  options  issued  to Mr.  Shlomo Ostersetzer.

(5)      Includes 125,000 ordinary shares issuable upon the exercise of
         currently exercisable options issued to Mr. Dov Zeelim.

(6)      Includes 500,000 ordinary shares issuable upon the exercise of
         currently exercisable options issued to FIMI.

(7)      Includes 310,000 ordinary shares issuable upon the exercise of
         currently exercisable options issued to officers.

                                       2

<PAGE>

                              ELECTION OF DIRECTORS
                           (Item 1 on the Proxy Card)

         Our Board of Directors proposes the election of Shlomo Ostersetzer, Dov
Zeelim, Dr. Meir Dvir, Yaacov Fish, Ishay Davidi, Gillon Beck, and Yechiel
Gutman as directors, to hold office for one year until the 2005 Annual General
Meeting and until their successors are elected and qualified.

         Each nominee is currently serving as a member of our Board of
Directors. Should any of the nominees be unavailable for election, the proxies
will be voted for a substitute nominee designated by the Board of Directors.
None of the nominees are expected to be unavailable.

         Under the Companies Law, the affirmative vote of the holders of a
majority of the ordinary shares represented at the Meeting in person or by proxy
and entitled to vote and voting thereon will be necessary for shareholder
approval of the election of Shlomo Ostersetzer, Dov Zeelim, Dr. Meir Dvir,
Yaacov Fish, Ishay Davidi, Gillon Beck and Yechiel Gutman as directors.

          Set forth below is information about each nominee, including age,
position(s) held with our company, principal occupation, business history and
other directorships.

      Name                       Age           Position
      ----                       ---     ----------------------------------
      Shlomo Ostersetzer......    77     Chairman of the Board of Directors
      Dov Zeelim..............    64     Director
      Dr. Meir Dvir...........    74     Director
      Yaacov Fish.............    58     Director
      Ishay Davidi............    42     Director
      Gillon Beck ............    42     Director
      Yechiel Gutman..........    59     Director
      Michael Shevi...........    38     Outside Director
      Rami Daniel.............    68     Outside Director

         Shlomo  Ostersetzer has served as the Chairman of our Board of
Directors since April 1985. Mr.  Ostersetzer has also served as our Chief
Executive  Officer since 1990. Mr.  Ostersetzer is one of the founders of TAT
Industries Ltd. and a controlling  shareholder, and has served in various
capacities with TAT Industries Ltd. since 1970,  including President,  Managing
Director and Chairman of the Board of Directors. Mr. Ostersetzer holds a M.Sc.
in Mechanical Engineering from ETH-Polytechnical Institute in Zurich,
Switzerland.

         Dov Zeelim has served as our Vice  Chairman of the Board of  Directors
since April 1985 and has served as our  President  and Chief Operating Officer
since August 2000. In addition,  Mr. Zeelim has served in various managerial
capacities of TAT Industries Ltd. for over 21 years,  including  Managing
Director,  Executive  Vice  President and Vice Chairman.  Mr. Zeelim is a
licensed  C.P.A.  in Israel.

         Dr. Meir Dvir has served as our director since December 1994. Mr. Dvir
has served as deputy General Manager of Business Research and Development and
also as General Manager of the Israeli Aircraft Industries Ltd. He is also a
director of Elta-Electronics Industries Ltd., Mr. Dvir holds a Ph.D. in Exact
Science (mathematics and physics) from the Hebrew University in Jerusalem.

         Yaacov Fish has served as our director since January 1994.  From 1992
to 1997,  Mr. Fish served as Managing Director of Magen Central Pension Fund
Ltd. Mr. Fish served as a financial advisor to Shalev Transportation Cooperative
Ltd. from 1990 to 1994.  Mr. Fish served as general  comptroller of Egged Ltd.
from 1977 to 1990.  Mr. Fish holds a B.Sc. in economics  from Bar-llan
University in Tel Aviv.

         Ishay  Davidi was elected as one of three  designees  of FIMI
Opportunity  Fund.  Mr.  Davidi  serves as the Chief  Executive Officer and
Senior Partner of FIMI  Opportunity  Fund, an Israeli  investment  fund, since
1996. Mr. Davidi also serves as the Chairman and Senior Partner of FITE (First
Israel Turnaround  Enterprise),  another Israeli  investment fund established by
FIMI Group, and as a director of Tadiran  Communications,  Lipman  Electronic
Engineering,  Ltd., Tedea  Technological  Development and Automation Ltd., TG
Precision  Products Ltd. and  Medtechnica  Ltd. Prior to the foundation of FIMI,
from 1994 to 1996 Mr. Davidi served as Chief Executive Officer of Tikvah VC
Fund, an Israeli VC fund and

                                       3



<PAGE>


prior to that he served as Chief  Executive  Officer of two Israeli  industrial
companies.  Mr. Davidi holds a B.Sc.  in  Industrial Engineering from Tel Aviv
University and an MBA in Finance from Bar Ilan University.

         Gillon Beck, was elected as one of three designees of FIMI  Opportunity
Fund. Mr. Beck serves as a partner in FIMI Opportunity Fund and a director  of
several of the fund's  portfolio  companies  since  2003.  Prior  thereto,  from
1999 Mr.  Beck served as Chief Executive Officer and President of Arad Ltd.
Group, a leading  manufacturer of water measurement  technologies.  Mr. Beck
holds a B.Sc. in Industrial Engineering from the Israel Institute of Technology
Technion and MBA in Finance from Bar Ilan University.

         Yechiel  Gutman was elected as one of three  designees of FIMI
Opportunity  Fund. Mr. Gutman serves as a public member of the Israeli Security
Authority (ISA). He also serves as a director of many Israeli  companies,
including Israel Refinery  Company,  El-Al (the Israeli national  airline),  and
Bank Otzar Hachayal ( a subsidiary of Bank Hpoalim).  In the past Mr. Gutman
served as an advisor to the Minster of Justice.  Mr.  Gutman holds LLB and MA
degrees from The Hebrew  University,  Jerusalem.  Mr.  Gutman will serve as an
independent director.

         Michael  Shevi has served as our outside  director since June 10, 2004.
Mr.  Shevi has served as Managing Director of Cham Foods since 1973.  Currently,
Mr.  Shevi is a director  in Cham Foods  (Israel)Ltd.  Mr.  Shevi is  licensed
as a  Certified  Public Accountant in Israel.

         Rami Daniel has served as our outside  director  since June 10, 2004.
Mr. Daniel has served as V.P. of Finance of Ganden Real Estate since 2001.  Mr.
Daniel is licensed as a Certified Public Accountant in Israel and received his
B.S.C. in Israel in 1997.

                        BOARD OF DIRECTORS AND COMMITTEES

Independent and Outside Directors

         The Israeli Companies Law requires Israeli companies with shares that
have been offered to the public in or outside of Israel to appoint at least two
outside directors. No person may serve as an outside director if the person's
position or other activities create, or may create, a conflict of interest with
the person's responsibilities as an outside director or may otherwise interfere
with the person's ability to serve as an outside director. If, at the time
outside directors are to be appointed, all current members of the Board of
Directors are of the same gender, then at least one outside director must be of
the other gender.

         Outside directors are elected by shareholders. The shareholders voting
in favor of their election must include at least one-third of the shares of the
non-controlling shareholders of the company who are present at the meeting. This
minority approval requirement need not be met if the total shareholdings of
those non-controlling shareholders who vote against their election represent 1%
or less of all of the voting rights in the company. Outside directors serve for
a three-year term, which may be renewed for only one additional three-year term.
Outside directors can be removed from office only by the same special percentage
of shareholders as can elect them, or by a court, and then only if the outside
directors cease to meet the statutory qualifications with respect to their
appointment or if they violate their duty of loyalty to the company.

         Any committee of the Board of Directors must include at least one
outside director and the audit committee must include all of the outside
directors. An outside director is entitled to compensation as provided in
regulations adopted under the Companies Law and is otherwise prohibited from
receiving any other compensation, directly or indirectly, in connection with
such service.

         Mr. Michael Shevi was elected as one of our outside directors at our
Extraordinary Shareholder Meeting held on June 10, 2004, for a three-year term,
and may then be reelected for an additional three-year term.

         Mr. Rami Daniel was elected as one of our outside directors at our
Extraordinary Shareholder Meeting held on June 10, 2004, for a three-year term,
and may the be reelected for an additional three-year term.

                                        4

<PAGE>

         Audit Committee

         Our Audit Committee, established in accordance with Section 114 of the
Israeli Companies Law and Section 3(a)(58)(A) of the Securities Exchange Act of
1934, assists our Board of Directors in overseeing the accounting and financial
reporting processes of our company and audits of our financial statements,
including the integrity of our financial statements, compliance with legal and
regulatory requirements, our independent public accountants' qualifications and
independence, the performance of our internal audit function and independent
public accountants, finding any defects in the business management of our
company for which purpose the Audit Committee may consult with our independent
auditors and internal auditor, proposing to the Board of Directors ways to
correct such defects, approving related-party transactions as required by
Israeli law, and such other duties as may be directed by our Board of Directors.

         Our Audit Committee consists of three board members who satisfy the
"independence" requirements of the SEC, Nasdaq and Israeli Law for audit
committee members. Our Audit Committee is currently composed of Meir Dvir,
Yaacov Fish, Rami Daniel and Michael Shevi, each of whom satisfies these
requirements. The Audit Committee meets at least once each quarter. Our board of
directors has determined that Rami Daniel meets the definition of an audit
committee financial expert, as defined under the SEC regulations.

         Under Israeli law, an audit committee may not approve an action or a
transaction with a controlling shareholder, or with an office holder, unless at
the time of approval two outside directors are serving as members of the audit
committee and at least one of the outside directors was present at the meeting
in which an approval was granted.

Designees for Directors

         As a result of share purchase agreement with FIMI Opportunity Fund,
FIMI became our second largest shareholder, holding, as of the date of this
Proxy Statement, approximately 14.18% of our ordinary shares. During the
negotiations for the share purchase agreement, we undertook to bring before our
Board of Directors three designees of FIMI Opportunity Fund for their approval
by the board as nominees for director. On September 1, 2004, Messrs. Ishay
Davidi, Gillon Beck and Yechiel Gutman were elected to the Board of Directors.

Executive Compensation

         The following table sets forth all compensation paid to all of our
directors and executive officers as a group for the year ended December 31,
2003.

<TABLE>
<CAPTION>
                                                   Salaries, fees, commissions and bonuses
                                                   ---------------------------------------
  <S>                                                            <C>
  All directors and executive officers as
  a group, consisting of 16 persons........                      $2,370,700
</TABLE>

         During the year ended December 31, 2003, we paid each of our outside
directors a per meeting attendance fee of NIS 1,270 ($282) plus an annual fee of
NIS 24,574 ($5,460).

Stock Option Plans

         In June 1994, our Board of Directors adopted a share option plan (the
"1994 Plan"), pursuant to which 125,000 Ordinary Shares have been reserved for
issuance upon the exercise of options granted under the 1994 Plan. All options
granted under the 1994 Plan are granted on the condition that the grantee
remains employed by us for at least five years from the date of grant as an
employee, officer or consultant and are granted on a pro rata basis during that
period. In June 1994, the Board of Directors approved the grant of options under
the 1994 Plan at an exercise price of $4.00 per share as follows: Israel Ofen:
37,500; Dov Zeelim: 50,000; and an aggregate of 37,500 to other directors,
employees and service providers. In September 1994 our shareholders approved the
1994 Plan and the grant of the options. As of November 15, 2004, no options are
outstanding pursuant to the 1994 Plan.

         In March 1995, our Board of Directors adopted a share option plan (the
"1995 Plan"). The 1995 Plan was approved by our shareholders in August 1995.
Pursuant to the 1995 Plan, 400,000 Ordinary Shares

                                       5

<PAGE>


have been  reserved  for  issuance  upon the  exercise of options granted  under
the 1995 Plan.  In June 1995,  our Board of Directors approved the grant of
options  under the 1995 Plan at an exercise  price of $4.50 per share as
follows:  Shlomo  Ostersetzer:  125,000; Dov Zeelim:  125,000;  Israel Ofen:
65,000; and an aggregate of 85,000 to other employees and services  providers.
As of November 15, 2004, 267,500 options were outstanding pursuant to the
1995 Plan.

         In January 1999, our Board of Directors  adopted a share option plan
(the "1999 Plan") for which 500,000  Ordinary Shares have been  reserved and
granted at an exercise  price of $1.625 per share as follows:  Shlomo
Ostersetzer:  125,000;  Dov Zeelim:  175,000; Israel  Ofen:  102,500 and an
aggregate of 97,500 to other employees and directors.  As of November  15, 2004,
17,500 options wereoutstanding pursuant to the 1999 Plan.

         During the fiscal year ended December 31, 2003, no options were granted
to any of our directors and executive officers, and 540,635 options were
exercised by directors and executive officers.

                             APPOINTMENT OF AUDITORS
                           (Item 2 on the Proxy Card)

         Our Annual General Meeting of Shareholders first appointed Kost Forer
Gabbay & Kasierer, independent certified public accountants in Israel, as our
auditors in 1986 and has reappointed the firm as our auditors since such time.
Kost Forer Gabbay & Kasierer has no relationship with us or any of our
affiliates except as auditors. As a result of Kost Forer Gabbay & Kasierer's
knowledge of our operations, our Audit Committee and Board of Directors are
convinced that such firm has the necessary personnel, professional
qualifications and independence to act as our auditors. Our Board of Directors
has again recommended, pursuant to the recommendation of our Audit Committee,
that Kost Forer Gabbay & Kasierer be selected as our auditors for the fiscal
year ending December 31, 2004 and recommends that the shareholders ratify and
approve the selection. The remuneration of Kost Forer Gabbay & Kasierer will be
determined by our Board of Directors pursuant to the recommendation of our Audit
Committee.

         The following resolution will be offered by the Board of Directors at
the Meeting:

                  "RESOLVED, that the appointment of Kost Forer Gabbay &
         Kasierer, independent certified public accountants in Israel, a member
         firm of Ernst & Young Global, as the independent auditors of the
         Company to conduct the annual audit of our financial statements for the
         year ending December 31, 2004, and the authorization of the Board of
         Directors to determine their remuneration pursuant to the
         recommendation of our Audit Committee is ratified, confirmed and
         approved."

         The affirmative vote of the holders of a majority of the ordinary
shares represented at the Meeting in person or by proxy and entitled to vote and
voting thereon will be necessary for shareholder approval of the foregoing
resolution.

         The Board of Directors recommends a vote FOR the foregoing resolution.

Fees Paid to Independent Public Accountants

         The following table sets forth, the fees paid to our independent public
accountants in 2003.

                                                          Year Ended
                                                       December 31, 2003
                                                       -----------------
               Audit fees................                   $52,000
               Audit-related fees........                        --
               Tax fees..................                    35,000
               All other fees............                        --
                                                       -----------------
                   Total  ...............                   $87,000

                                       6

<PAGE>




Audit Committee Pre-Approval Policies and Procedures

         Our Audit Committee has adopted a policy and procedures for the
pre-approval of audit and non-audit services rendered by our independent public
accountants, Kost Forer Gabbay & Kasierer, a member firm of Ernst & Young
Global. Pre-approval of an audit or non-audit service may be given as a general
pre-approval, as part of the audit committee's approval of the scope of the
engagement of our independent auditor, or on an individual basis. The policy
prohibits retention of the independent public accountants to perform the
prohibited non-audit functions defined in Section 201 of the Sarbanes-Oxley Act
or the rules of the SEC, and also requires the Audit Committee to consider
whether proposed services are compatible with the independence of the public
accountants.

         A representative of Kost Forer Gabbay & Kasierer is expected to be
present at the Annual Meeting and will have the opportunity to make a statement,
and will be available to respond to appropriate questions from shareholders.

                 REVIEW AND DISCUSSION OF OUR AUDITOR'S REPORT,
                 FINANCIAL STATEMENTS AND THE DIRECTORS' REPORT

         At the Meeting, our Auditor's Report, Financial Statements and the
Directors' Report for the year ended December 31, 2003 will be presented. We
will hold a discussion with respect to the financial statements at the Meeting.
This item will not involve a vote of the shareholders.

                                  OTHER MATTERS

         The Board of Directors does not know of any other business which is
subject for action by the shareholders at the Annual Meeting. However, if any
such matter should properly come before the Annual Meeting, the persons named in
the enclosed proxy intend to vote such proxy in accordance with their judgment.

         THE COMPANY'S ANNUAL REPORT TO SHAREHOLDERS FOR THE YEAR ENDED
DECEMBER 31,  2003 IS ENCLOSED  HEREWITH.  ADDITIONAL COPIES OF THE ANNUAL
REPORT WILL BE MAILED  WITHOUT  CHARGE TO ANY  SHAREHOLDER  ENTITLED TO VOTE AT
THE MEETING  UPON  WRITTEN  REQUEST TO: TAT TECHNOLOGIES LTD., P.O. BOX 80,
GEDERA 70750, ISRAEL, ATTENTION: AVI KAHANA , SECRETARY.

                                            By Order of the Board of Directors

                                            Avi Kahana
                                            Secretary
Dated: November 19, 2004



                                       7


<PAGE>





                                                                          ITEM 2


<PAGE>


                              TAT TECHNOLOGIES LTD.
            Annual General Meeting of Shareholders-December 21, 2004

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

         The undersigned hereby appoint(s) Israel Ofen and Avi Kahana, or either
of them, attorneys or attorney of the undersigned, for and in the name(s) of the
undersigned, with power of substitution and revocation in each to vote any and
all ordinary shares, par value NIS 0.90 per share, of TAT Technologies Ltd. (the
"Company"), which the undersigned would be entitled to vote as fully as the
undersigned could if personally present at the Annual General Meeting of
Shareholders of the Company to be held on Tuesday, December 21, 2004 at 2:00
p.m. at the principal offices of the Company, Park Re'em Industrial Zone, Bnei
Ayish, Israel, and at any adjournment or adjournments thereof, and hereby
revoking any prior proxies to vote said shares, upon the following items of
business more fully described in the notice of and proxy statement for such
Annual General Meeting (receipt of which is hereby acknowledged):


                (Continued and to be signed on the reverse side)


<PAGE>


                    ANNUAL GENERAL MEETING OF SHAREHOLDERS OF

                              TAT TECHNOLOGIES LTD.
                                December 21, 2004

                           Please date, sign and mail
                             your proxy card in the
                            envelope provided as soon
                                  as possible.

     Please detach along perforated line and mail in the envelope provided.
--------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS AND
"FOR" PROPOSAL 2.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]
--------------------------------------------------------------------------------

1. The election of seven Directors for terms expiring in 2005.

[ ] FOR ALL NOMINEES

[ ]WITHHOLD AUTHORITY FOR ALL NOMINEES

[ ] FOR ALL EXCEPT
      (See instructions below)

NOMINEES:
( ) Shlomo Ostersetzer
( ) Dov Zeelim
( ) Dr. Meir Dvir
( ) Yaacov Fish
( ) Ishay Davidi
( ) Gillon Beck
( ) Yechiel Gutman

INSTRUCTION:       To withhold  authority to vote for any individual
------------       nominee(s),  mark "FOR ALL EXCEPT" and fill in the circle
                   next to each nominee you wish to withhold, as shown here: (X)

2..      Ratification of the appointment of Kost Forer Gabbay & Kasierer,
         independent certified public accountants in Israel, a member firm of
         Ernst & Young Global, as the Company's independent auditors for the
         year ending December 31, 2004 and authorization for the Board of
         Directors to determine their remuneration.

         [ ] FOR          [ ] AGAINST        [ ] ABSTAIN

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED. IF NO DIRECTION IS
GIVEN, THIS PROXY WILL BE VOTED FOR (i) THE ELECTION OF THE NOMINEES FOR
DIRECTOR AT THE LEFT AND (ii) PROPOSAL 2 SET FORTH ABOVE.

To change the address on your account, please check the box at right and
indicate your new address in the address space above. Please note that changes
to the registered name(s) on the account may not be submitted via this method. [
]


Signature of Shareholder__________ Date _____
Signature of Shareholder__________ Date _____

Note: Please sign exactly as your name or names appear on this Proxy. When
shares are held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as such. If
the signer is a corporation, please sign full corporate name by duly authorized
officer, giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person.




<PAGE>






                                   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.



                                            TAT TECHNOLOGIES LTD.
                                            ---------------------
                                                 (Registrant)



                                            By: /s/Israel Ofen
                                                --------------
                                                Israel Ofen
                                                Executive Vice President and
                                                Chief Financial Officer


Date: November 29, 2004



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</DOCUMENT>
