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 *
ESSES STEVEN D
 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)
President and COO
(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             165,000 D  

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) $ 0.83 07/22/2002   I 8,334   07/22/2003 07/22/2012 Common Stock
8,334
$ 0 8,334
D
 
Stock Option (right to buy) $ 0.83 07/22/2002   I 8,333   07/22/2004 07/22/2012 Common Stock
8,333
$ 0 8,333
D
 
Stock Option (right to buy) $ 0.83 07/22/2002   I 8,333   07/22/2005 07/22/2012 Common Stock
8,333
$ 0 8,333
D
 
Stock Option (right to buy) $ 0.61 01/01/2003   I 3,334   07/22/2003 07/22/2012 Common Stock
3,334
$ 0 3,334
D
 
Stock Option (right to buy) $ 0.61 01/01/2003   I 3,333   07/22/2004 07/22/2012 Common Stock
3,333
$ 0 3,333
D
 
Stock Option (right to buy) $ 0.61 01/01/2003   I 3,333   07/22/2005 07/22/2012 Common Stock
3,333
$ 0 3,333
D
 
Stock Option (right to buy) $ 0.43 12/29/2005   J4 (1)   50,140 06/30/2003 02/24/2008 Common Stock
50,140
$ 0 0
D
 
Stock Option (right to buy) $ 0.43 12/29/2005   J4 (1)   200,000 01/01/2004 02/24/2008 Common Stock
200,000
$ 0 0
D
 
Stock Option (right to buy) $ 0.43 12/29/2005   J4 (1)   200,000 01/01/2005 02/24/2008 Common Stock
200,000
$ 0 0
D
 
Stock Option (right to buy) $ 0.85 12/29/2005   J4 (1)   16,667 12/30/2003 07/09/2013 Common Stock
16,667
$ 0 0
D
 
Stock Option (right to buy) $ 0.85 12/29/2005   J4 (1)   16,667 07/09/2004 07/09/2013 Common Stock
16,667
$ 0 0
D
 
Stock Option (right to buy) $ 0.85 12/29/2005   J4 (1)   16,666 07/09/2005 07/09/2013 Common Stock
16,666
$ 0 0
D
 
Stock Option (right to buy) $ 0.85 12/29/2005   J4 (1)   16,667 07/09/2006 07/09/2013 Common Stock
16,667
$ 0 0
D
 
Stock Option (right to buy) $ 0.85 12/29/2005   J4 (1)   16,667 07/09/2007 07/09/2013 Common Stock
16,667
$ 0 0
D
 
Stock Option (right to buy) $ 0.85 12/29/2005   J4 (1)   16,666 07/09/2008 07/09/2013 Common Stock
16,666
$ 0 0
D
 
Stock Option (right to buy) $ 1.28 12/29/2005   J4 (1)   300,000 10/13/2003 12/31/2008 Common Stock
300,000
$ 0 0
D
 
Stock Option (right to buy) $ 1.28 12/29/2005   J4 (1)   35,000 01/31/2004 01/31/2013 Common Stock
35,000
$ 0 0
D
 
Stock Option (right to buy) $ 0.39 12/29/2005   A4 (1) 885,140   12/29/2005   (2) Common Stock
885,140
$ 0 885,140
D
 
Stock Option (right to buy) $ 0.39 12/29/2005   A4 114,860   12/29/2005 12/29/2010 Common Stock
114,860
$ 0 114,860
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ESSES STEVEN D
C/O AROTECH CORPORATION
334 INDUSTRY DRIVE
AUBURN, AL 36832		   X     President and COO  

Signatures

/s/ Steven Esses 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) 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.
(2) Expiration dates are per the options as they stood prior to repricing.

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