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 June 2003

                       RADA ELECTRONIC INDUSTRIES LIMITED
                              (Name of Registrant)


                 7 Giborei Israel Street, Netanya 42504, 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 __

     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 __ No X

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

     This Form 6-K is being  incorporated  by reference  into the Company's Form
F-3 Registration Statement File No. 333-11716.






                         RADA ELECTRONIC INDUSTRIES LTD.





6-K Items


1.   RADA Electronic  Industries Ltd. Proxy Statement for Extraordinary  Meeting
     to be held July 22, 2003.

2.   RADA Electronic  Industries Ltd. Proxy Statement for Extraordinary  Meeting
     to be held July 22, 2003.

3.   Press Release re RADA  Electronic  Industries Ltd. - Announces an Agreement
     With its Banks That Will Result in a Reduction of the Outstanding  Debt Due
     to the Banks From $5.5 Million to $2 Million dated June 24, 2003.







                                                                          ITEM 1







                         RADA Electronic Industries Ltd.
                                  Adar Building
                             7 Giborei Israel Street
                             Poleg Industrial Zone,
                                 Netanya, Israel


June 23, 2003

                 NOTICE OF EXTRAORDINARY MEETING OF SHAREHOLDERS

RADA Electronic Industries Ltd. shareholders:

     We cordially  invite you to an Extraordinary  Meeting of  Shareholders.  It
will be held at 10 a.m.  on  Tuesday,  July 22, 2003 at our offices at 7 Giborei
Israel Street (Adar Building), Poleg Industrial Zone, Netanya, Israel.

     The purpose of the meeting is to consider and vote upon the ratification of
an agreement  among our company,  Bank Hapoalim B.M.,  Bank Leumi Le-Israel B.M.
and Howard  P.L.Yeung,  our controlling  shareholder,  pursuant to which we will
restructure  our debt to Bank Hapoalim B.M. and Bank Leumi  Le-Israel  B.M., and
issue  warrants to such banks in lieu of repayment of $1,251,000 of debt owed to
them by our company.  The banks will enter into put and call agreements with Mr.
Yeung with respect to the warrants.

     Our Board of Directors  recommends  that you vote in favor of the proposal,
which is described in the attached Proxy Statement.

     You can vote by proxy either by mail or in person.  If voting by mail,  the
proxy must be  received by our  transfer  agent or at our  registered  office in
Israel at least 48 hours  prior to the  meeting  to be validly  included  in the
tally  of  ordinary   shares  voted  at  the  meeting.   Detailed  proxy  voting
instructions  are provided both in the Proxy Statement and on the enclosed proxy
card.

                                                     Sincerely,

                                                     /s/Herzle Bodinger
                                                     Herzle Bodinger, Chairman







                                 PROXY STATEMENT

     This statement is being  furnished in connection  with the  solicitation of
proxies on behalf of the Board of Directors of RADA  Electronic  Industries Ltd.
to be  voted  at the  Extraordinary  General  Meeting  of  Shareholders,  or the
Meeting,  to be held on July 22, 2003 and any  adjournment  thereof.  This Proxy
Statement  and the enclosed  proxy card are being mailed to  shareholders  on or
about June 23, 2003.

     Shares  eligible to be voted and for which a proxy card is properly  signed
and  returned at least 48 hours prior to the  beginning  of the Meeting  will be
voted  as  directed.  If  directions  are not  given  or  directions  are not in
accordance  with the options  listed on a signed and returned  proxy card,  such
shares  will be  voted  FOR the  proposal  set  forth  in  Item 1.  Unsigned  or
unreturned  proxies,  including those not returned by banks,  brokers,  or other
record  holders,  will not be  counted  for quorum or voting  purposes.  You may
revoke your proxy at any time prior to the exercise of authority  granted in the
proxy by giving a written  notice of revocation to our Corporate  Secretary,  by
submitting a subsequently dated, validly executed proxy, or by voting in person.

     As of June 19,  2003,  the record date for  determination  of  shareholders
entitled to vote at the  Meeting,  there were  outstanding  18,510,716  ordinary
shares. Each ordinary share entitles the holder to one vote. The ordinary shares
have a par  value  of  NIS  0.005  per  share.  According  to  our  Articles  of
Association,  the quorum at the  Meeting  shall be two  shareholders  present in
person or by proxy, holding or representing one third of the total voting rights
in the company.  If within half an hour from the time  appointed for the holding
of the Meeting a quorum is not present, the Meeting shall stand adjourned to the
same day in the next week at the same time and place or any time and hour as the
Directors shall designate and state in a notice to the shareholders  entitled to
vote at the original meeting, and if, at such adjourned meeting, a quorum is not
present within half an hour from the time appointed for holding the Meeting, any
two  shareholders  present in person or by proxy shall be a quorum.  This notice
shall serve as notice of such  adjourned  meeting if no quorum is present at the
original date and time and no further  notice of the  adjourned  meeting will be
given to shareholders.

     As a result of Mr. Yeung being the controlling  shareholder of our company,
the  Israeli   Companies  Law  mandates  that  the  proposal  will  require  the
affirmative  vote  of a  majority  of the  ordinary  shares  represented  at the
Meeting, provided one of the following conditions is met: (i) at least one-third
of the non-interested shareholders with respect to such proposal represented and
voting at the  Meeting  are  included  in the  majority  (excluding  the vote of
abstaining   shareholders);   or  (ii)  that  the  total  shareholdings  of  the
non-interested  shareholders who vote against the proposal do not represent more
than 1% of the voting rights in our company.  Under the Israeli  Companies  Law,
shareholders must notify us prior to the vote at the Meeting, or if such vote is
made by proxy on the proxy  card,  whether or not they have a personal  interest
with respect to the subject matter of the proposal. The term "personal interest"
is defined as "a  person's  personal  interest in an act or  transaction  of our
company,  including  the  personal  interest of his  relatives  and of any other
corporation in which he or his relatives is an interested  party,  and exclusive
of personal interest that stems from the fact of holding shares in our company."
If a  shareholder  fails to notify  us as to  whether  he or she has a  personal
interest in the proposal,  it will be assumed the shareholder has no controlling
or personal interest in the item. There will be a specific place on the front of
the proxy card to indicate if you have a personal interest in the proposal.

     Abstentions  and broker  "non-votes"  are not  counted in  determining  the
outcome of the matter being acted upon.  They are counted only for determining a
meeting quorum. A broker  "non-vote"  occurs when a nominee holding our ordinary
shares for a beneficial owner does not vote on a particular proposal because the
nominee does not have  discretionary  voting power with respect to that proposal
and has not received instructions from the beneficial owner.

     We will bear the cost of soliciting proxies from our shareholders.  Proxies
will be solicited by mail and may also be solicited  personally  or by telephone
by our directors, officers and employees. We will reimburse brokerage houses and
other custodians, nominees and fiduciaries for their expenses in accordance with
the regulations of the Securities and Exchange Commission concerning the sending
of proxies and proxy material to the beneficial owners of stock.




     You may vote by submitting  your proxy with voting  instructions by mail if
you promptly complete,  sign, date and return the accompanying proxy card in the
enclosed  self-addressed  envelope to our  transfer  agent or to our  registered
office in Israel at least 48 hours prior to the Meeting.

Security Ownership of Certain Beneficial Owners and Management


     The  following  table sets forth  certain  information  as of June 15, 2003
regarding  the  beneficial  ownership  by (i)  each of our  directors,  (ii) all
shareholders known to us to own beneficially more than 5% of our ordinary shares
and (iii) all directors and executive officers as a group:

                                              Number of
                                           Ordinary Shares        Percentage of
Name                                     Beneficially Owned(1)     Ownership(2)
----                                     ---------------------     ------------

Howard P. L. Yeung (3)(4)(5)...........       15,483,892               62%
Kenneth Yeung (3)(6)...................        1,350,086              7.3%
Most Worth Investments Limited (7).....       1,100,000               5.9%
Herzle Bodinger (8)....................           *                     *
Adar Azancot (8).......................           *                     *
Zvi Alon (8)(9)........................           96,600                *
Dov Sela (8)...........................           *                     *
Guy Shelly (8).........................           *                     *
Adrian Berg (10).......................            4,600                *
Asaf Agmon (8).........................           80,000                *
Roy Kui Chuen Chan (11)................            4,600                *
Ben Zion Gruber (8)(12)................          277,041              1.5%
Peter N. Keyros, Jr. (13)..............           *                     *
Hava Snir (8)..........................           *                     *
Zvi  Tropp (8).........................           *                     *
____________

*    Less than 1%

     (1)  Beneficial ownership is determined in accordance with the rules of the
          Securities and Exchange  Commission and generally  includes  voting or
          investment power with respect to securities.  Ordinary shares relating
          to options currently  exercisable or exercisable within 60 days of the
          date of this table are deemed outstanding for computing the percentage
          of the person holding such  securities but are not deemed  outstanding
          for computing the percentage of any other person.  Except as indicated
          by footnote,  and subject to community property laws where applicable,
          the persons  named in the table above have sole voting and  investment
          power with respect to all shares shown as beneficially owned by them.

     (2)  The  percentages  shown  are  based  on  18,510,716   ordinary  shares
          outstanding as of June 15, 2003.

     (3)  Based  upon,  and  qualified  in its  entirety  with  reference  to, a
          Schedule  13D  filed  with  the  Commission  on  April  24,  2003  and
          reflecting  ownership of ordinary  shares as of April 1, 2003.  Of the
          15,483,892  ordinary  shares,  1,350,086  shares are held  directly by
          Horsham  Enterprises  Ltd., a corporation  incorporated in the British
          Virgin  Islands.  Messrs.  Howard P.L. Yeung and his brother,  Kenneth
          Yeung,  are  each  the  beneficial  of 50% of the  shares  of  Horsham
          Enterprises Ltd.  Accordingly,  the Messrs.  Yeung may be deemed to be
          the  beneficial   owners  of  the  ordinary  shares  held  by  Horsham
          Enterprises Ltd.

     (4)  Includes  8,501,218  ordinary  shares  issuable  upon the  exercise of
          currently exercisable warrants issued to Mr. Howard P.L. Yeung.


     (5)  The  address  of Mr.  Howard  P.L.  Yeung is 2202  Kodak  House II, 39
          Healthy Street, North Point, Hong Kong.

                                       2


     (6)  The  address of Mr.  Kenneth  Yeung is 2202 Kodak House II, 39 Healthy
          Street, North Point, Hong Kong.

     (7)  The address of Most Worth Investments Ltd., a company  incorporated in
          Hong  Kong,  is c/o 9/F King Fook  Building,  30-32  Des  Voeux  Road,
          Central,   Hong  Kong.  Most  Worth  Investments  is  a  wholly  owned
          subsidiary of King Fook Holdings  Limited,  whose shares are traded on
          the Hong Kong Stock Exchange.  Accordingly,  King Fook Holdings may be
          deemed to be the beneficial  owner of the ordinary shares held by Most
          Worth Investments.

     (8)  The business address of Messrs. Bodinger, Alon, Sela, Shelly, Azancot,
          Agmon, Gruber and Tropp and Ms. Snir is c/o Rada Electronic Industries
          Ltd., 7 Giborei Israel Street, Netanya, Israel.

     (9)  All such ordinary shares are subject to currently  exercisable options
          granted under our stock option plan,  one half at an exercise price of
          $3.75 per share and one half at an exercise  price of $5.00 per share.
          Such options expire in June 2010.

     (10) The  business  address of Mr. Berg is  Alexander  & Co., 17 St.  Ann's
          Square, Manchester M2 7 PW, U.K.

     (11) The  business  address of Mr. Chuen Chan is Gearhart  Holdings  (H.K.)
          Limited,  2202 Kodak House II, 39 Healthy Street, E. North Point, Hong
          Kong.

     (12) Includes 177,041  ordinary shares issuable upon currently  exercisable
          warrants at an  exercise  price of $2.00 per share that were issued in
          connection with the private placement of our shares in June 2002.

     (13) The business  address of Mr.  Keyros is One Monument  Way,  Suite 200,
          Portland, ME 04101.


          RATIFICATION OF AN AGREEMENT AMONG OUR COMPANY, HOWARD YEUNG,
                OUR CONTROLLING SHAREHOLDER, BANK HAPOALIM B.M.
                          AND BANK LEUMI LE-ISRAEL B.M.
                           (Item 1 on the Proxy Card)

     On June 19,  2003,  we agreed upon the terms of a  memorandum  of agreement
with Howard Yeung, our controlling shareholder,  and Bank Hapoalim B.M. and Bank
Leumi  Le-Israel  B.M.,  or the  Banks,  pursuant  to which the Banks  agreed to
restructure part of the approximately $5.5 million of debt we owe to them. Under
the terms of the memorandum:

     the Banks agreed to:

     o    extinguish $1,100,000 of debt, and

     o    grant our company an additional $500,000 line of credit, and

     we agreed to:

     o    pay the Banks $1,100,000,

     o    issue to the Banks in lieu of an  additional  $1,251,000  in debt such
          number of warrants to purchase our  ordinary  shares in such number as
          will equal the  quotient of  $1,251,000  divided by 50% of the average
          closing  price of our shares  during the 90 business days prior to the
          issuance of such warrants (the "Bank Warrants").  Based on the average
          closing  price of our shares during the 90 business days prior to June
          17, 2003, we would be required to issue 4,043,455 Bank Warrants to the
          Banks under this formula if the closing  date were June 17, 2003.  The
          exercise price of the Bank Warrants will be the nominal (par) value of
          our shares. These warrants will have a term of thirty months,  subject
          to extension at the discretion of our Board of Directors,  and may not
          be exercised for a period of 21 months unless transferred  pursuant to
          the call or put options described below, and

     o    issue to the  Banks  five-year  warrants  exercisable  into  1,100,000
          ordinary  shares at an  exercise  price of $2.00 per share (the "$2.00
          Warrants").

                                       3




     The terms of the  agreement  will be on a pro-rata  basis between the Banks
based on the amounts  owed to the Banks by our  company,  which will result in a
pro-rata proportion of 60% to 40% in favor of Bank Leumi Le-Israel B.M. The Bank
Warrants and the $2.00  Warrants  will contain  anti-dilution  protection in the
event  of  corporate  actions  such  as  a   recapitalization,   reorganization,
reclassification  of share  capital,  allocation  of bonus shares or dividend in
kind, or a merger or similar transaction.

     As  part  of the  negotiations,  the  Banks  required  that  our  principal
shareholder,  Mr.  Howard Yeung agree to grant them a put option that will allow
the Banks  severally to require Mr. Yeung to purchase the Banks' Warrants at the
same price paid by the Banks to us. The put option will be exercisable  within a
45 day period  commencing  18 months  after the  issuance of the Bank  Warrants.
Concurrently,  the Banks  will grant Mr.  Yeung a call  option  allowing  him to
require the Banks during a 21 month period  commencing as of the closing to sell
him the Bank Warrants at a price not lower than  $1,251,000  and not higher then
$1,770,165,  the price to be based upon the average  closing price of our shares
during the 90 business days prior to such exercise. In addition, we have granted
Mr. Yeung  registration  rights with respect to the shares  underlying  the Bank
Warrants and the shares issuable as a result of the exercise thereof, should any
of the above options be exercised.

     As a result of the issuances of the Bank Warrants and the $2.00 Warrants to
the Banks and the  potential  purchase of the Bank  Warrants by Mr.  Yeung,  the
transaction  will  require  shareholder  approval  under the rules of the Nasdaq
Stock Market and pursuant to the Israeli  Companies  Law.  Shareholder  approval
will be required  because:  (i) the  transaction may be deemed to be a sale of a
controlling  interest in our  company;  (ii) the  effective  issuance  price per
ordinary  share  may be below our book  value or net asset  value at the time of
issuance;  (iii) the exercise  price of the warrants  could  ultimately be lower
than the market price for our  ordinary  shares at the time of exercise and (iv)
our  controlling  shareholder,  Mr.  Yeung,  has  a  personal  interest  in  the
transaction.

     Our shares have traded on the Nasdaq  SmallCap  Market since June 10, 2002.
Based on our  preliminary  financials  for the year ended  December 31, 2002, it
appears  that  we  were  not  in  compliance  with  Nasdaq's  continued  listing
requirements  at such date  since our  shareholders'  equity  was lower than the
minimum requirement of $2.5 million.  However, as a result of the above proposed
transaction,  which we had  originally  anticipated  would be  finalized  before
fiscal year end, we believe  that our  shareholders'  equity as of December  31,
2002, on a pro forma basis,  would have satisfied the requirements for continued
listing  on the Nasdaq  SmallCap  Market.  We cannot  assure you that the Nasdaq
Stock Market will under these circumstances agree to maintain our listing on the
SmallCap  Market since we may be deemed to be not in compliance with the listing
standards of the Nasdaq Stock Market until the reorganization is completed. As a
result,  our shares may be delisted and  transferred to the OTC Bulletin  Board.
Furthermore, even if our current listing is maintained, in the event we continue
to incur losses in the future, we would be required to raise additional  capital
and  increase our  shareholders'  equity in order to maintain our listing on the
SmallCap  Market.  We cannot  assure you that the current  general  trend of the
stock market or other factors will not affect the price of our ordinary  shares,
that our  shareholders'  equity will continue to be greater than $2.5 million or
that we will be able to  satisfy  the other  listing  maintenance  requirements.
Should we fail to satisfy such requirements, our ordinary shares may be delisted
from the Nasdaq  SmallCap  Market and  transferred  to the OTC  Bulletin  Board.

     Our Audit  Committee as well as our Board of Directors are of the unanimous
opinion that this  transaction is crucial for our company's  financial  security
and  future  business  prospects  and is in our  best  interest  and that of our
shareholders.  Accordingly,  our  Audit  Committee  and our  Board of  Directors
unanimously recommend a vote in favor of the resolution.

     It is therefore  proposed  that at the Meeting the  shareholders  adopt the
following resolution:

     "RESOLVED, that the terms of the memorandum of agreement among our company,
     Howard  Yeung,  our  controlling  shareholder,  Bank Hapoalim B.M. and Bank
     Leumi Le-Israel B.M., providing in part for (i) the issuance of warrants to
     purchase ordinary shares,  par value NIS 0.005 per share, of our company at
     their nominal value, (ii) the put and call option arrangement  between each
     of the above banks and Mr. Yeung,  our controlling  shareholder,  (iii) the
     grant of  registration  rights with respect to shares  underlying the above
     warrants to Mr. Yeung,  (iv) the authorization of our Board of Directors to
     extend the terms of such  warrants  and (v) the

                                       4


     issuance of warrants to the Banks to purchase an aggregate of an additional
     1,100,000  ordinary shares, be and hereby are ratified and approved and the
     Company is authorized to enter into a final  agreement  incorporating  such
     terms."

     The affirmative  vote of a majority of the ordinary  shares  represented at
the  Meeting,  provided  one of the  following  conditions  is met: (i) at least
one-third  of the  non-interested  shareholders  with  respect to such  proposal
represented  and voting at the Meeting are included in the  majority  (excluding
the vote of abstaining  shareholders);  or (ii) that the total  shareholdings of
the  non-interested  shareholders who vote against the proposal do not represent
more  than  1% of the  voting  rights  in our  company,  will be  necessary  for
shareholder approval of the foregoing resolution.

     The Board of Directors recommends a vote FOR the foregoing resolution.

                                  OTHER MATTERS

     The Board of  Directors  does not  intend to bring any  matters  before the
Extraordinary  Meeting other than those  specifically set forth in the Notice of
the  Extraordinary  Meeting  and knows of no matters  to be  brought  before the
Extraordinary  Meeting by others.  If any other matters properly come before the
Extraordinary  Meeting,  it is  the  intention  of  the  persons  named  in  the
accompanying  proxy to vote such proxy in  accordance  with the  judgment of the
Board of Directors.

                                             By Order of the Board of Directors,
                                             /s/Herzle Bodinger
                                             Herzle Bodinger
                                             Chairman of the Board

Dated: June 23, 2003






                                       5




                                                                          ITEM 2






                       RADA ELECTRONIC INDUSTRIES LIMITED
                             7 Giborei Israel Street
                              Netanya 42504, Israel


           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

     The undersigned  hereby  appoint(s)  Herzle  Bodinger and Sarit Molcho,  or
either of them, attorneys or attorney of the undersigned, for and in the name(s)
of the  undersigned,  with power of substitution  and revocation in each to vote
any and all ordinary  shares,  par value NIS 0.005 per share, of RADA Electronic
Industries  Limited (the "Company"),  which the undersigned would be entitled to
vote  as  fully  as  the  undersigned   could  if  personally   present  at  the
Extraordinary Meeting of Shareholders of the Company to be held on Tuesday, July
22, 2003 at 10:00 a.m. at the principal offices of the Company, 7 Giborei Israel
Street,  Netanya 42504, Israel, and at any adjournment or adjournments  thereof,
and hereby  revoking any prior  proxies to vote said shares,  upon the following
item of business more fully  described in the notice of and proxy  statement for
such Extraordinary Meeting (receipt of which is hereby acknowledged):


                (Continued and to be signed on the reverse side)





                    EXTRAORDINARY MEETING OF SHAREHOLDERS OF

                       RADA ELECTRONIC INDUSTRIES LIMITED

                                  July 22, 2003

                           Please date, sign and mail
                             your proxy card in the
                            envelope provided as soon
                                  as possible.

      Please detach along perorated line and mail in the envelope provided.
--------------------------------------------------------------------------------
        PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
          PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]
--------------------------------------------------------------------------------


     (1)  To approve the  ratification of an agreement  among the Company,  Bank
          Hapoalim B.M.,  Bank Leumi  Le-Israel B.M. and Howard  P.L.Yeung,  the
          Company's controlling shareholder,  pursuant to which the Company will
          restructure  its debt to Bank Hapoalim  B.M. and Bank Leumi  Le-Israel
          B.M.,  issue  warrants  to such banks to purchase  1,100,000  ordinary
          shares at $2.00 per share and issue warrants  exercisable at par value
          in  lieu  of  repayment  of  $1,251,000  of  debt  owed to them by the
          Company,  and  whereby  such  banks  will  enter  into  put  and  call
          agreements  with  respect  to such  warrants  with Mr.  Yeung  and the
          Company will provide Mr. Yeung with  registration  rights with respect
          to the  shares  underlying  the  warrants  subject to the put and call
          agreements.

                  [ ] FOR          [ ] AGAINST              [ ] ABSTAIN


Pursuant to Israeli law, in order to ensure specific majority requirements we
are required to inquire of you as to whether you have a personal interest (as
described in the proxy statement) with respect to Item 1.

     Do you have a personal  interest in the ratification of the agreement among
the Company, Bank Hapoalim B.M., Bank Leumi Le-Israel B.M. and Howard P.L.Yeung,
the Company's  controlling  shareholder,  as set forth above in Item 1 above and
more fully described in the proxy statement?     YES [ ]      NO [ ]


THIS  PROXY  WILL  BE  VOTED  AS  SPECIFIED   ABOVE.  IN  THE  ABSENCE  OF  SUCH
SPECIFICATION,  THE  SHARES  REPRESENTED  BY THIS  PROXY  CARD WILL BE VOTED FOR
PROPOSAL  1.  ON  ANY  OTHER   BUSINESS   THAT  MAY  PROPERLY  COME  BEFORE  THE
EXTRAORDINARY  MEETING, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE JUDGMENT
OF THE PERSONS NAMED ABOVE AS PROXIES.


To  change  the  address  on your  account,  please  check  the box at right and
indicate your new address in the address  space above.  Please note that changes
to the registered name(s) on the account may not be submitted via this method.[]


Signature of Shareholder _______ Date _____
Signature of Shareholder__________ Date _____

Note:  Please  sign  exactly as your name or names  appear on this  Proxy.  When
shares are held  jointly,  each holder  should  sign.  When signing as executor,
administrator, attorney, trustee or guardian, please give full title as such. If
the signer is a corporation,  please sign full corporate name by duly authorized
officer,  giving full title as such. If signer is a partnership,  please sign in
partnership name by authorized person.



                                                                          ITEM 3



Press Release                            Source: RADA Electronic Industries Ltd.

RADA Electronic Industries Ltd. - Announces an Agreement With its Banks That
Will Result in a Reduction of the Outstanding Debt Due to the Banks From $5.5
Million to $2 Million.

Tuesday June 24, 12:25 pm ET

NETANYA, Israel, June 24 /PRNewswire-FirstCall/ -- RADA Electronic Industries
Ltd. (Nasdaq: RADIF - News) announced today that on June 22, 2003 it entered
into a Memorandum Of Agreement (MOA) with Howard Yeung, its controlling
shareholder, Bank Hapoalim B.M., and Bank Leumi Le-Israel B.M for debt
restructuring. The Banks agreed to restructure part of the approximately $5.5
million of the RADA debt. Under the terms of the memorandum the Banks agreed to
extinguish $1.100,000 of debt and the Company agreed to: (i) pay the Banks
$1,100,000, (ii) issue warrants to the Banks in lieu of an additional $1,251,000
in debt, and (iii) issue to the Banks five-year warrants exercisable into
1,100,000 ordinary shares at an exercise price of $2.00 per share. The warrants
to be issued in lieu of the $1,251,000 million of debt will be exercisable at
par and the number of warrants to be issued will be based on the amount of the
debt divided by 50% of the average closing price of the Company's ordinary
shares for the 90 days prior to closing.

As part of the agreement the Company's principal shareholder, Mr. Howard Yeung
agree to grant a put option against the Banks' warrants at the valuation at
which the Warrants were issued. Concurrently, the Banks grant Mr. Yeung a call
option allowing him, during a 21 month period commencing as of the closing, to
purchase the Banks' Warrants at a price not lower than $1,251,000 and not higher
then $1,770,165.

Following the agreement RADA's outstanding debt to the Banks will decrease from
$5.5 million to $2 million. The Banks have also agreed to provide RADA with a
$500,000 line of credit. This transaction will require shareholder approval
under Nasdaq rules and pursuant to the Israeli Companies Law and an
extraordinary meeting of shareholders has been scheduled for July 22, 2003.

"We thank Mr. Yeung and both of Israel's largest banks for their continuous
trust and support of RADA. This MOA positions RADA to better cope with the
technological and business challenges it is facing", stated Adar Azancot, RADA's
Chief Executive Officer.

About RADA: RADA Electronic Industries Ltd. is an Israel based company involved
in the military and commercial aerospace industries, with 110 staff. The company
specializes in Avionics, Ground Debriefing Stations (Video, ACMI and
Maintenance) and Automatic Test Equipment.

Note: Certain statements in this press release are "forward-looking statements"
within the meaning of the Private Securities Litigation Act of 1995. Such
statements involve known and unknown risks, uncertainties and other factors that
may cause actual results to differ materially. Such risk uncertainties and other
factors include, but are not limited to, changes in general economic conditions,
risks in product and technology developments, market acceptance of new products
and continuing product demand, level of competition and other factors described
in the Company's Annual Reports on Form 20-F and other filings with the
Securities and Exchange Commission.









                                   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.



                                            Rada Electronic Industries Ltd.
                                             (Registrant)



                                            By: /s/Herzle Bodinger
                                                ------------------
                                                Herzle Bodinger, Chairman




Date: June 24, 2003