6-K

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 October 2004

ROBOGROUP T.E.K. LTD.
(Name of Registrant)


Rechov Hamelacha 13, Afeq Industrial Estate, Rosh HaAyin 48091 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 o

             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 o No x

             If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-______

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.

ROBOGROUP T.E.K. LTD.
(Registrant)


By: /s/ Haim Schleifer
———————————
Haim Schleifer
General Manager

Date: October 5, 2004

Immediate Disclosure

ROBOGROUP T.E.K LTD. ANNOUNCES EFFECTIVENESS OF
REGISTRATION STATEMENT COVERING THE RESALE
OF UP TO 5,957,082 OF ITS ORDINARY SHARES

Notice is hereby given that on October 3, 2004 RoboGroup T.E.K. Ltd. filed an immediate report with the Israeli Securities Authority stating that the registration statement covering the resale of 5,957,082 of its ordinary shares, which may be issued pursuant to the previously reported private offering to Cornell Capital Partners LP, was declared effective by the United States Securities and Exchange Commission.

Sincerely,

RoboGroup T.E.K Ltd

October 4, 2004