UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 6-K

                        Report of Foreign Private Issuer
                        Pursuant to Rule 13a-16 or 15d-16
                     of the Securities Exchange Act of 1934

                                February 11, 2004

                          Tecnomatix Technologies Ltd.
                          ----------------------------
             (Exact Name of Registrant as specified in the charter)

                                       N/A
                 (Translation of Registrant's name into English)

                                     Israel
                                     ------
                 (Jurisdiction of incorporation or organization)

                    16 Hagalim Avenue, Herzlia 46733, Israel
                    ----------------------------------------
                    (Address of Principal executive offices)

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

                        Form 20-F [X]     Form 40-F [m]

      Indicate  by  check  mark  whether  the   registrant  by  furnishing   the
information contained in this Form 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]




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.

TECNOMATIX TECHNOLOGIES LTD.

By: /s/ Harel Beit-On
    ------------------------------
Harel Beit-On
Chairman of the Board of Directors

Dated: February 11, 2004






Company Contact:                        Company Investor Contact:             Investor Contact:
- ----------------                        -------------------------             -----------------
                                                                        
Tecnomatix Technologies Ltd.            Tecnomatix Technologies Ltd.          The Ruth Group
Oren Steinberg                          Marsha Shalvi                         David Pasquale
+1-603-765-5294                         +972-9-959-4733                       +646-536-7006
+972-9-9594755                          +972-54-942-180                       dpasquale@theruthgroup.com
osteinberg@tecnomatix.com               mshalvi@tecnomatix.com


                       TECNOMATIX ANNOUNCES FOURTH QUARTER
                           AND FULL YEAR 2003 RESULTS

       - Company Reports Record Revenues for the Fourth Quarter of 2003 -
                - Company Appoints New Chief Executive Officer -

      Herzlia, Israel, February 11, 2004 - Tecnomatix Technologies Ltd. (NASDAQ:
TCNO),  the driving force in Manufacturing  Process  Management (MPM) solutions,
announced today its financial results for the fourth quarter and full year ended
December 31, 2003. Separately, the Company announced that Jaron Lotan, president
and  chief  operating  officer,  has been  appointed  chief  executive  officer,
effective  immediately.  He will  continue to hold the  position of president of
Tecnomatix.  Harel  Beit-On,  who has  served as  chairman  and chief  executive
officer of the Company for the past eight years,  will  continue to serve as the
active chairman of the Tecnomatix Board of Directors.

      Revenues for the fourth  quarter of 2003 were $25.2  million,  compared to
$21.4 million for the fourth quarter of 2002.  This represents a record high for
quarterly revenues, as well as a 24% sequential and 18% year-over-year increase.
Operating loss for the fourth  quarter of 2003 was $4.4 million,  compared to an
operating  loss of $2.0 million for the fourth quarter of 2002. Net loss for the
fourth quarter of 2003 was $4.4 million or $0.37 per diluted share,  compared to
a net loss of $2.0 million or $0.18 per diluted share for the fourth  quarter of
2002.

      Excluding  special  charges  aggregating to $3.5 million  associated  with
impairment of capitalized  software  development  costs,  impairment of software
asset  acquired  from third  party,  restructuring  costs and asset  impairment,
in-process   research  and  development  and  acquisition   related  costs,  and
amortization  of acquired  intangibles,  the  Company's  net loss for the fourth
quarter of 2003 was $0.9 million or $0.07 per diluted share.(1)

      For the full year 2003, revenues were $86.3 million,  compared to revenues
of $82.0 million for the full year 2002.  Operating  loss for the full year 2003
was $10.7  million,  compared to an operating  loss of $1.7 million for the full
year  2002.  Net loss for the full  year  2003 was  $10.3  million  or $0.94 per
diluted share, compared to a net loss of $2.8 million or $0.27 per diluted share
for the full year 2002.

      Excluding  special  charges  aggregating to $9.4 million  associated  with
impairment of capitalized  software  development  costs,  impairment of software
asset acquired from third party, restructuring

- ----------
(1) The Company's  management believes that the presentation of operating income
(loss)  and  net  income  (loss)  excluding   special  charges  provides  useful
information to investors  because  management does not consider  special charges
and asset  impairment,  in-process  research  and  development  and  acquisition
related  costs,  and  amortization  of acquired  intangibles,  to be part of the
Company's on-going operations or meaningful in evaluating the Company's future.




costs and asset impairment,  in-process research and development and acquisition
related costs, and amortization of acquired intangibles,  the Company's net loss
for the full year 2003 was $0.9 million or $0.08 per diluted share.(1)

      The Company  reported a positive cash flow of $1.5 million from  operating
activities  for the fourth  quarter of 2003,  and $6.3  million  from  operating
activities  for the full year 2003.  As of December  31,  2003,  the Company had
$33.8 million of cash and cash equivalents, short-term investments and long-term
investments.

Fourth Quarter 2003 Highlights

      "This quarter was very important for Tecnomatix as we achieved significant
goals," said Harel Beit-On, chairman of Tecnomatix. "We reported record revenues
with sequential  growth in all lines of our business and across all territories.
We established a new  shop-floor  line of business to address the growing demand
for production management solutions.  Most importantly,  we received the largest
ever  endorsement  of our MPM offering when we signed a 4-year global  agreement
with a major  automotive  manufacturer  with expected  revenues of more than $50
million over the next four years.

      "This  agreement - the most  extensive  deployment  ever in the history of
Tecnomatix  - firmly  establishes  Tecnomatix  as the global  leader and driving
force in the  multi-billion  dollar MPM market.  As we continue to gain momentum
with the world's leading manufacturers,  we believe that this decision will be a
driver for other  companies to adopt global MPM strategies as they recognize the
invaluable  manufacturing  efficiencies  and cost benefits of  implementing  our
eMPower solutions throughout the enterprise.

      "The  strong  revenue  growth in the fourth  quarter was driven by organic
growth,   including   follow-on  orders  from  existing  customers  and  several
significant  new customer  wins,  as well as the addition of our new  shop-floor
offering.  This quarter does not include revenue contribution from the major $50
million agreement, as this will start ramping up in 2004.

Summary of Year 2003

      "2003 was a year of accomplishments as we executed several  initiatives to
achieve our long-term business objectives and received  endorsements for our MPM
strategy from customers and partners.  Most importantly,  we brought the Company
back to growth with revenues up year-over-year.

      "During 2003,  we gained market share and increased  traction for MPM with
initial orders from several major electronics and automotive OEMs and suppliers,
and a steady  stream of repeat  orders  from  companies  like Audi,  BMW,  Ford,
General Motors, Magna Steyr, Mazda, Schneider Electric,  Siemens,  Solectron and
Volkswagen.

      "We  executed on our  strategy to broaden the  footprint of MPM into other
high-potential   areas  of  manufacturing   when  we  acquired  the  assets  and
liabilities of USDATA,  including its highly  regarded  FactoryLink and Xfactory
products.  This  acquisition will enable us to expand our business by addressing
the  high-growth  production  management  domain,  as well as entering  into new
industries.

      "In  addition,  we  strengthened  our  position as a market  leader in the
electronics  manufacturing  software industry with the launch of our new eMPower
for  Electronics,  an end-to-end  solution that supports  printed  circuit board
(PCB)  assembly  processes  from  planning,  costing  and  optimization  through
production  and  delivery.  This  platform  has  been  adopted  by over  100 new
customers, which join our electronics customer base of over 1,500 companies.




      "Finally,  we  saw  positive  results  from  our  alliance  with  UGS  PLM
Solutions,  the product life-cycle  management  subsidiary of EDS. Since forming
the  strategic  alliance  with EDS in late  2002,  both  parties  have  invested
considerable  resources in development,  marketing and sales training  projects.
Towards the end of 2003, we began to see the fruits of these investments, as the
relationship  was  instrumental in the addition of several new customers and the
progress  of global  MPM  implementations  by some of our mutual  customers.  We
continue to invest in sales and R&D projects  with UGS PLM  Solutions and expect
to release a joint offering in mid-2004."

Forward-Looking Guidance

      "During the fourth  quarter of 2003, we exercised our option to redeem all
of the Company's  outstanding  5.25% Convertible  Subordinated  Notes due August
2004,  which further  improved our balance  sheet," said Oren  Steinberg,  chief
financial officer and executive vice president.  "We enter 2004 in a position of
leadership,  stability and strength. Our focus in 2004 will remain on increasing
sales, maintaining our cost controls, and increasing profitability. For the full
year, we expect to be profitable on a quarterly  basis,  and to achieve  revenue
growth of approximately 15% year-over-year."

Management Transition

      Beit-On continued, "After eighteen years with Tecnomatix,  including eight
years of serving as its CEO, I am transferring  the management of the Company to
Jaron with both pride and confidence. I have been fortunate to lead a great team
of people in building an industry  leader with superior  vision,  technology and
the ability to execute. The Board and I are fully confident that Jaron will take
Tecnomatix  from strength to strength.  As active  chairman,  I will continue to
contribute to the strategic development of Tecnomatix,  and to advance relations
with key customers, strategic partners and the investment community."

      "It is with  great  honor  that I take over the reins  from  Harel,"  said
Lotan.  "Under his  leadership,  Tecnomatix  has  established  itself as a clear
leader in the MPM space with an  impressive  customer  base of over 5,000 of the
world's top  manufacturers,  key strategic  alliances with industry leaders like
EDS, and a proven product offering from planning through production.  As we move
ahead,  Tecnomatix'  strategy to grow the Company and deliver  shareholder value
remains clear: we will focus on growth by helping our customers expand their MPM
deployments;  we will  maintain our  leadership  position by providing  superior
products and expertise;  we will develop our alliances with industry  leaders to
expand our market reach, and we will implement operating  efficiency to increase
our profits."

Conference Call Information

      Tecnomatix  will review  detailed  fourth quarter 2003 results on February
11, 2004 at 8:30AM EST. The conference call-in number is 973-935-8504.  A replay
will be available from 12:30PM EST on Febraury 11 through midnight EST, February
18. The replay number is 973-341-3080.  The confirmation identification for both
the live call and  replay is  4473316.  The live  call and  replay  will also be
accessible over the web at http://investor.tecnomatix.com.

About Tecnomatix Technologies and eMPower

      Tecnomatix Technologies Ltd. is the driving force in Manufacturing Process
Management  (MPM).   Today's  leading  global  manufacturers  are  adopting  MPM
solutions to expand revenue  potential and reduce costs by accelerating  product
introductions,  shortening time to volume, and optimizing  production execution.
eMPower enables our customers to succeed with its  collaborative,  open platform
and applications for defining, simulating, managing, and executing manufacturing
processes  across  the  extended  enterprise.  For more  information  on eMPower
products and solutions for MPM, please visit www.tecnomatix.com.




This press release includes  forward-looking  statements,  within the meaning of
the Private Securities Litigation Reform Act of 1995, which are subject to risks
and  uncertainties  that could cause actual  results to differ  materially  from
those anticipated. Such statements may relate to the Company's plans, objectives
and expected financial and operating  results.  The risks and uncertainties that
may affect forward-looking  statements include, but are not limited to: currency
fluctuations,  global  economic  and  political  conditions,  market  demand for
Tecnomatix products and services,  long sales cycles, new product  developments,
assimilating future acquisitions,  maintaining  relationships with customers and
partners,  and  increased  competition.  For more  details  about  the risks and
uncertainties  of  the  business,  refer  to  the  Company's  filings  with  the
Securities  and Exchange  Commission.  Tecnomatix  undertakes  no  obligation to
publicly update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.

                                - Tables Follow -







TECNOMATIX TECHNOLOGIES LTD.
- ----------------------------



Consolidated Statements of Operations
U.S $ in thousands, except per share data                                    Twelve months ended             Three months ended
                                                                         12/31/2003      12/31/2002      12/31/2003      12/31/2002
                                                                         ----------      ----------      ----------      ----------
                                                                                                             
Revenues
Software license fees                                                        36,033          36,385          11,894           9,898
Services                                                                     50,224          45,620          13,306          11,510
                                                                         ----------      ----------      ----------      ----------
Total revenues                                                               86,257          82,005          25,200          21,408
                                                                         ----------      ----------      ----------      ----------
Costs and expenses
Software license fees                                                        10,114           8,062           3,860           2,379
Services                                                                     15,281          15,005           4,371           3,767
Amortization of acquired intangibles                                            136           2,491             113             577
Impairment of capitalized software development costs                          2,180              --           1,292              --
Research and development, net                                                14,960          14,812           4,289           3,882
Selling and marketing                                                        42,491          36,887          12,514           9,874
General and administrative                                                    4,673           5,013           1,050           1,486
Write-off of long-term investment                                                --             457              --             457
Impairment of software asset acquired from third-party                          937             375             937             375
In-process R&D and acquisition related costs                                  3,530              --               8              --
Restructuring costs and assets impairment                                     2,659             651           1,172             651
                                                                         ----------      ----------      ----------      ----------
Total costs and expenses                                                     96,961          83,753          29,606          23,448
                                                                         ----------      ----------      ----------      ----------
Operating income (loss)                                                     (10,704)         (1,748)         (4,406)         (2,040)
Financial income (expense), net                                                 679            (799)            203              62
                                                                         ----------      ----------      ----------      ----------
Income (loss) before taxes on income                                        (10,025)         (2,547)         (4,203)         (1,978)
Provision for income taxes                                                     (212)            148            (171)            122
                                                                         ----------      ----------      ----------      ----------
Income (loss) after taxes on income                                         (10,237)         (2,399)         (4,374)         (1,856)
Equity share in net income (loss) of an affiliate company                      (103)           (431)            (29)            (97)
                                                                         ==========      ==========      ==========      ==========
Net income (loss)                                                           (10,340)         (2,830)         (4,403)         (1,953)
                                                                         ==========      ==========      ==========      ==========
Basic earnings (loss) per share:
Net Income (loss)                                                             (0.94)          (0.27)          (0.37)          (0.18)
                                                                         ==========      ==========      ==========      ==========
Diluted earnings (loss) per share:
Net Income (loss)                                                             (0.94)          (0.27)          (0.37)          (0.18)
                                                                         ==========      ==========      ==========      ==========
Weighted average number of shares outstanding:
Basic                                                                    11,054,556      10,607,140      11,914,113      10,695,830
                                                                         ==========      ==========      ==========      ==========
Diluted                                                                  11,054,556      10,607,140      11,914,113      10,695,830
                                                                         ==========      ==========      ==========      ==========





TECNOMATIX TECHNOLOGIES LTD.

Condensed Consolidated Balance Sheets
U.S $ in thousands
                                                      12/31/2003     12/31/2002
                                                      ----------     ----------

Current Assets:
  Cash and cash equivalents                                9,232         10,466
  Short-term investments                                      70          5,981
  Receivables:
    Trade                                                 29,190         27,671
    Other and prepaid expenses                             5,747          5,284
                                                         -------        -------

Total current assets                                      44,239         49,402
                                                         -------        -------

Non-current receivables                                    1,108            915
                                                         -------        -------

Long-term investments                                     24,556         25,569
                                                         -------        -------

Property and equipment, net                                5,628          6,108
                                                         -------        -------

Goodwill, net                                             26,124         17,210
                                                         -------        -------

Acquired intangibles, net                                  2,443             --
                                                         -------        -------

Other assets, net                                         13,046         16,613
                                                         -------        -------

Total assets                                             117,144        115,817
                                                         =======        =======

Current Liabilities:
  Current maturities of long-term loans                      833             --
  Payables:
     Trade                                                 4,644          2,950
     Deffered Revenue                                      7,130          4,659
     Other and accrued expenses                           19,163         14,956
                                                         -------        -------

Total current liabilities                                 31,770         22,565
                                                         -------        -------

Accrued severance pay, net                                 1,095            907
                                                         -------        -------

Long-term loans:
     Accrued restructuring expense                         1,716             --
     5.25% Convertible subordinated notes                     --         37,428
     Loan from a Bank                                     24,167             --
                                                         -------        -------

Total long-term loans                                     25,883         37,428
                                                         -------        -------

Shareholders' equity                                      58,396         54,917
                                                         -------        -------

Total liabilities and shareholders' equity               117,144        115,817
                                                         =======        =======