Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
EHRLICH ROBERT S
 2. Issuer Name and Ticker or Trading Symbol
AROTECH CORP [ARTX] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last)
(First)
(Middle)

C/O AROTECH CORPORATION, 334 INDUSTRY DRIVE		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2005
(Street)


AUBURN, AL 36832		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock             618,165 D  
Common Stock             50,000 I By Mr. Ehrlich's wife (1)
Common Stock             3,000 I As custodian for Mr. Ehrlich's minor child (2)
Common Stock             161,381 I Pension Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 0.46 03/14/2003   I 500,000   03/14/2003 03/14/2008 Common Stock
500,000
$ 0 500,000
D
 
Stock Option (right to buy) $ 0.46 03/14/2003   I 500,000   12/31/2003 03/14/2008 Common Stock
500,000
$ 0 500,000
D
 
Stock Option (right to buy) $ 0.46 03/14/2003   I 500,000   12/31/2004 03/14/2008 Common Stock
500,000
$ 0 500,000
D
 
Stock Option (right to buy) $ 0.81 06/26/2003   J4 (4)   500,000 12/31/2005 06/26/2008 Common Stock
500,000
$ 0 500,000
D
 
Stock Option (right to buy) $ 0.42 01/25/2003   J4 (4)   35,000 01/25/2003 01/25/2013 Common Stock
35,000
$ 0 0
D
 
Stock Option (right to buy) $ 1.375 12/29/2005   J4 (5)   14,250 07/26/2001 10/31/2009 Common Stock
14,250
$ 0 0
D
 
Stock Option (right to buy) $ 1.375 12/29/2005   J4 (5)   14,250 07/26/2002 10/31/2009 Common Stock
14,250
$ 0 0
D
 
Stock Option (right to buy) $ 1.43 12/29/2005   J4 (5)   91,667 12/31/2001 10/23/2011 Common Stock
91,667
$ 0 0
D
 
Stock Option (right to buy) $ 1.43 12/29/2005   J4 (5)   91,667 12/31/2002 10/23/2011 Common Stock
91,667
$ 0 0
D
 
Stock Option (right to buy) $ 1.43 12/29/2005   J4 (5)   91,666 12/31/2003 10/23/2011 Common Stock
91,666
$ 0 0
D
 
Stock Option (right to buy) $ 1.43 12/29/2005   J4 (5)   100,000 12/31/2001 08/24/2011 Common Stock
100,000
$ 0 0
D
 
Stock Option (right to buy) $ 1.43 12/29/2005   J4 (5)   66,000 12/31/2002 08/24/2011 Common Stock
66,000
$ 0 0
D
 
Stock Option (right to buy) $ 1.3 12/29/2005   J4 (5)   72,500 12/31/2001 12/31/2011 Common Stock
72,500
(3) 0
D
 
Stock Option (right to buy) $ 1.42 12/29/2005   J4 (5)   65,625 04/01/2002 04/01/2012 Common Stock
65,625
(3) 0
D
 
Stock Option (right to buy) $ 0.73 12/29/2005   J4 (5)   15,625 07/01/2002 07/01/2012 Common Stock
15,625
(3) 0
D
 
Stock Option (right to buy) $ 0.85 12/29/2005   J4 (5)   65,625 10/01/2002 10/01/2012 Common Stock
65,625
(3) 0
D
 
Stock Option (right to buy) $ 0.61 12/29/2005   J4 (5)   88,125 01/01/2003 01/01/2013 Common Stock
88,125
(3) 0
D
 
Stock Option (right to buy) $ 1.2 12/29/2005   J4 (5)   16,667 08/09/2005 08/09/2009 Common Stock
16,667
$ 0 0
D
 
Stock Option (right to buy) $ 1.2 12/29/2005   J4 (5)   16,667 08/09/2006 08/09/2009 Common Stock
16,667
$ 0 0
D
 
Stock Option (right to buy) $ 1.2 12/29/2005   J4 (5)   16,666 08/09/2007 08/09/2009 Common Stock
16,666
$ 0 0
D
 
Stock Option (right to buy) $ 0.39 12/29/2005   A4 (5) 600,000   12/29/2005   (6) Common Stock
600,000
$ 0 600,000
D
 
Stock Option (right to buy) $ 0.46 12/29/2005   A4 1,500,000   12/29/2005 12/29/2010 Common Stock
1,500,000
$ 0 1,500,000
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
EHRLICH ROBERT S
C/O AROTECH CORPORATION
334 INDUSTRY DRIVE
AUBURN, AL 36832		   X     Chairman and CEO  

Signatures

/s/ Robert S. Ehrlich 02/14/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Held by Mr. Ehrlich's wife. Mr. Ehrlich disclaims beneficial ownership of all of such securities.
(2) Held by Mr. Ehrlich as custodian for a minor child of Mr. Ehrlich sharing the same household. Mr. Ehrlich disclaims beneficial ownership of all of such securities.
(3) Between May 2001 and December 2002, Mr. Ehrlich agreed to forego, each month, part of his base salary in exchange for, each month, options to purchase stock of the issuer, at a rate of 2.5 options for each dollar of salary, on the terms specified above.
(4) These options were abandoned by Mr. Ehrlich.
(5) These options were repriced by replacing the options indicated has having been disposed of with an equal number of options indicated as having been acquired, except that Mr. Ehrlich aban-doned a total of 227,000 of the options that were to expire on 10/23/11.
(6) Expiration dates are per the options as they stood prior to repricing.

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