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

Dated August 1125, 2003

Commission File Number 333-100683

BARAN GROUP LTD.
(Translation of Registrant’s name into English)

Baran House
8 Omarim St. Industrial Park
Omer 84965
ISRAEL
(Address of Principal Corporate Offices)

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

Form 40-F o Form 20-F x

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:

No x Yes o

BARAN GROUP LTD.
Form 6-K

On August 825, 2003 ~~Carmel Desalination Ltd.~~, ~~which is equally held (33~~Mr.~~33%)~~ byYom-Tov ~~the Company~~Samia, ~~Dor~~President ~~Chemicals Ltd.~~ and ~~Ionics~~COO ~~Inc,. has executed an agreement according to which Dor Chemicals Ltd. transferred its rights in Carmel Desalination Ltd. to Baran Group Ltd.- 50% and to Ionics Inc.- 50%. Following the transfer~~ of the ~~rights by Dor Chemicals,~~ Baran Group’ Ltd. ~~share in Carmel Desalination Ltd. shall be - 50%~~, asannounced ~~well~~that ashe ~~Ionics’~~ends ~~Inc.~~his ~~share~~term ~~in Carmel Desalination Ltd. shall be - 50%. The cost~~ of the desalination facility’s construction is approximately 100 million dollars and its carrying out is conditioned upon the execution of a financing agreement and additional conditions pursuant to the agreement executed by and between CDL, the State of Israel, Ionics Incoffice. ~~and the Company.~~

Baran Group Ltd, (hereinafter the “Company”)

1. ~~Background~~Mr. Yom-Tov ~~on October 28~~Samia, ~~2002,~~ the ~~State~~Company’s ofPresident ~~Israel~~ and ~~Carmel Desalination Ltd.~~COO, ~~(hereinafter-~~announced ~~“CDL”)~~today, ~~which is equally held by the Company, Dor Chemicals Ltd~~8. ~~and Ionics Inc~~25.2003, ~~have~~to ~~executed~~the anCompany’s ~~agreement~~Board ~~for~~of ~~the~~Directors ~~construction~~that ~~and~~he ~~operation~~ends ~~(in~~his aterm ~~B.O.O method)~~ of aoffice ~~desalination~~within ~~facility~~the Company, asfollowing ~~well~~coordination aswith ~~production~~the ofCompany’s ~~energy~~Chairman ~~and selling~~ of ~~desalinated~~the ~~water~~Board.

2. OnThe ~~August~~due 8,date ~~2003,~~of anMr. ~~agreement~~Yom-Tov ~~was~~Samia ~~executed~~end ~~according~~of toassignment ~~which,~~shall ~~inter~~be ~~alia,~~at ~~Dor~~the ~~Chemicals~~end ~~Ltd.~~of ~~has~~the ~~transferred~~year ~~its~~of ~~rights~~2003, infollowing ~~CDL~~three toyears ~~the~~of ~~Company-~~major ~~50%~~contribution ~~and~~ to ~~Ionics~~the ~~Inc~~Company.~~- 50%.~~

~~The~~3. ~~execution~~Until ofthe abovementioned due date, the ~~transfer~~re-organization process of the ~~rights~~divisions inand ~~CDL~~subsidiaries iswithin ~~subject~~the tocompany, anwhich ~~approval~~has ~~from~~been initiated and led by Mr. Yom Tov Samia will be completed, as well as, the ~~State~~assimilation process of ~~Israel~~the Company’s penetration into initiative fields, such as water desalination, natural gas transportation and transportation infrastructure.

34. ~~Following~~It ~~the~~has ~~transfer~~been ofconcluded, ~~the~~that ~~rights~~until bythe ~~Dor~~abovementioned ~~Chemicals~~due ~~Ltd.~~date, ~~the~~Mr. ~~Company’s~~Yom-Tov ~~share~~Samia inwill ~~CDL~~transfer ~~shall~~his bejob ~~50%,~~to assenior ~~well~~executive asmanagers ~~Ionics’~~and ~~Inc.~~to ~~share~~the inCompany’s ~~CDL-~~Chairman ~~50%~~of the Board.

4. The cost of the desalination facility’s construction is approximately 100 million dollars and its carrying out is conditioned upon the execution of a financing agreement and additional conditions pursuant to the agreement executed by and between CDL, the State of Israel, Ionics Inc. and the Company.

SIGNATURE

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.

BARAN GROUP LTD.

BY: /S/ Meir Dor
——————————————
Meir Dor
Chairman of the Board

Date: August 1125, 2003

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