SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE TO-C

                                 (Rule 14d-100)
                      Tender Offer Statement under Section
           14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934

                        ELRON ELECTRONIC INDUSTRIES LTD.
                       (Name of Subject Company (Issuer))

                      DISCOUNT INVESTMENT CORPORATION LTD.
                        (Name of Filing Person (Offeror))

            ORDINARY SHARES, NOMINAL (PAR) VALUE NIS 0.003 PER SHARE
                         (Title of Class of Securities)

                                    290160100
                      (CUSIP Number of Class of Securities)

                                KURT KEREN, ADV.
                      DISCOUNT INVESTMENT CORPORATION LTD.
   THE TRIANGULAR TOWER, 44TH FLOOR, 3 AZRIELI CENTER, TEL AVIV 67023, ISRAEL
                           TELEPHONE: +972-3-607-5881
      (Name, address and telephone numbers of person authorized to receive
            notices and communications on behalf of filing persons)

                                 With copies to:

            DANIEL WOLF, ESQ.                        NECHAMA BRIN, ADV.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP              IDO ZEMACH, ADV.
            FOUR TIMES SQUARE               GOLDFARB, LEVY, ERAN, MEIRI & CO.
        NEW YORK, NEW YORK 10036       2 WEIZMANN STREET, TEL AVIV 64239, ISRAEL
        TELEPHONE: (212) 735-3000               TELEPHONE: +972-3-608-9999

                            CALCULATION OF FILING FEE
Transaction Valuation*                                    Amount of Filing Fee*
         N/A                                                       N/A

          *    Pursuant to Instruction D to Schedule TO, a filing fee is not
               required in connection with this filing as it relates solely to
               preliminary communications made before the commencement of a
               tender offer.

[_]  CHECK THE BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE
     0-11(A)(2) AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS
     PREVIOUSLY PAID. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT
     NUMBER, OR THE FORM OR SCHEDULE AND THE DATE OF ITS FILING.

     Amount Previously Paid: None.                 Filing Party: Not Applicable.

     Form or Registration No.: Not Applicable.     Date Filed: Not Applicable.

[X]  CHECK THE BOX IF THE FILING RELATES SOLELY TO PRELIMINARY COMMUNICATIONS
     MADE BEFORE THE COMMENCEMENT OF A TENDER OFFER.

Check the appropriate boxes below to designate any transaction to which the
statement relates:

[X]  third-party tender offer subject to Rule 14d-1

[_]  issuer tender offer subject to Rule 13e-4

[_]  going-private transaction subject to Rule 13e-3

[_]  amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [_]




                                IMPORTANT NOTICE

THE FOLLOWING COMMUNICATION IS NOT AN OFFER TO BUY OR THE SOLICITATION OF AN
OFFER TO SELL ANY SECURITIES OF ELRON. THE POSSIBLE TENDER OFFER THAT IS
DESCRIBED IN THE FOLLOWING COMMUNICATION HAS NOT YET COMMENCED. ONCE A TENDER
OFFER COMMENCES, IF AT ALL, DISCOUNT INVESTMENT CORPORATION LTD. WILL FILE A
TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, LETTER OF TRANSMITTAL
AND RELATED TENDER OFFER DOCUMENTS) WITH THE SECURITIES AND EXCHANGE COMMISSION
(SEC) AND THE ISRAELI SECURITIES AUTHORITY (ISA). SHAREHOLDERS SHOULD READ THE
TENDER OFFER STATEMENT IF AND WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE OFFER. THE TENDER OFFER STATEMENTS AND OTHER
RELATED DOCUMENTS, IF AND WHEN THEY ARE FILED, WILL BE AVAILABLE AT NO CHARGE ON
THE SEC'S WEBSITE AT http://www.sec.gov AND ON THE ISA'S WEBSITE AT
http://www.magna.isa.gov.il, AND WILL ALSO BE MADE AVAILABLE WITHOUT CHARGE TO
ALL SHAREHOLDERS BY CONTACTING THE CORPORATE SECRETARY OF DISCOUNT INVESTMENT
CORPORATION AT +972-3-6075881. ELRON SHAREHOLDERS ARE URGED TO READ THESE
MATERIALS, IF AND WHEN THEY BECOME AVAILABLE, CAREFULLY BEFORE MAKING ANY
DECISION WITH RESPECT TO ANY TENDER OFFER.

                                      # # #

On August 28, 2006, Discount Investment Corporation Ltd. ("DIC") filed an
immediate report (in Hebrew) with the Israeli Securities Authority and the Tel
Aviv Stock Exchange (the "Report"). In the Report, DIC stated that, in reference
to an article published in the Israeli newspapers in respect of Elron Electronic
Industries Ltd. ("Elron"), in which DIC holds approximately 48% interest:

1. DIC has no intention to cause Elron's shares to be delisted from the Nasdaq
Global Market and/or the Tel Aviv Stock Exchange.

2. DIC is considering purchasing additional shares of Elron, representing up to
15% of Elron's outstanding shares, by way of a tender offer or in another
manner. No timing, size or terms of such purchase have been determined and there
is no assurance that such purchase will take place.

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