S-8

As filed with the Securities and Exchange Commission on June 4, 2007

Registration Statement No. 333-129583

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

________________

Ormat Technologies, Inc.

(Exact name of registrant as specified in its charter)

DELAWARE	88-0326081
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
6225 Neil Road, Suite 300 Reno, Nevada	89511
(Address of Principal Executive Offices)	(Zip Code)

________________

Ormat Technologies, Inc. 2004 Incentive Compensation Plan

(Full title of the plan)

_______________

Connie Stechman
Vice President
Ormat Technologies, Inc.
6225 Neil Road, Suite 300
Reno, Nevada 89511
(775) 356-9029

(Name, address and telephone number, including area code, of agent for service)

_______________

Copies to:

Charles E. Hord, Esq.
Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, New York 10112
(212) 408-5100

Calculation of Registration Fee

Title of securities to be registered	Amount to be registered(¹)	Proposed maximum offering price per share(²)	Proposed maximum aggregate offering price(²)	Amount of registration fee
Common Stock, par value $.001 per share	2,500,000 shares	$36.22	$90,550,000	$2,779.89
(¹)  Shares to be registered are in addition to the 1,250,000 shares of Common Stock registered by the Company on November 9, 2005 (Registration Statement No. 333-129583).
(²)  Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h) under the Securities Act, based upon the average of the high and low prices of the Registrant's Common Stock as reported on The New York Stock Exchange  on June 1, 2007.

EXPLANATORY NOTE

On May 8, 2007, the shareholders of Ormat Technologies, Inc. (the “Company”) approved an amendment to the Company’s 2004 Incentive Compensation Plan (the “Plan”), which increased the number of shares reserved for issuance pursuant to the Plan by 2,500,000.  

The purpose of this Registration Statement on Form S-8 is to register such additional shares for issuance under the Plan.

The Company has prepared this Registration Statement in accordance with the requirements of Form S-8.  Pursuant to General Instructions E to Form S-8, the contents of the November 9, 2005 Form S-8, Registration Statement No. 333-129583, filed by the Company with respect to the securities offered by the Company’s 2004 Incentive Compensation Plan, is hereby incorporated by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

The Company hereby incorporates by reference in this Registration Statement the following documents:

(a)  The Company’s Registration Statement on Form S-8, Registration Statement No. 333-129583, dated November 9, 2005,

(b)  The Company’s Annual Report on Form 10-K for the year ended December 31, 2006, and

(c)  The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007.

Item 8.    Exhibits

See Exhibit Index below.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, on June 4, 2007.

ORMAT TECHNOLOGIES, INC.
By	/s/   Yehudit Bronicki                 Name: Yehudit Bronicki Title: Chief Executive Officer, President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Yehudit Bronicki Yehudit Bronicki	Chief Executive Officer, President (Principal Executive Officer) and Director	June 4, 2007
/s/ Joseph Tenne Joseph Tenne	Chief Financial Officer (Principal Financial and Accounting Officer)	June 4, 2007
/s/ Lucien Bronicki Lucien Bronicki	Chairman of the Board of Directors & Chief Technology Officer	June 4, 2007
/s/ Yoram Bronicki	Chief Operating Officer – North America & Director	June 4, 2007
Yoram Bronicki
/s/ Dan Falk Dan Falk	Director	June 4, 2007

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EXHIBIT INDEX

5.1	Opinion of Chadbourne & Parke LLP, filed herewith.
23.1	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm, filed herewith.
23.2	Consent of Chadbourne & Parke LLP (contained in Exhibit 5.1), filed herewith.
99.1	Amendment to the Ormat Technologies, Inc. 2004 Incentive Compensation Plan.

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EX-5.1

[LETTERHEAD OF CHADBOURNE & PARKE LLP]

                                                  May 17, 2007

Ormat Technologies, Inc.

              Re: Opinion Letter - Form S-8 for Ormat Technologies, Inc.

                  ------------------------------------------------------

Ladies and Gentlemen:

     We have acted as counsel to Ormat Technologies, Inc., a Delaware

Corporation (the "Company"), in connection with the amendment to the Company's

2004 Incentive Compensation Plan (the "Plan"), which increased the number of

shares reserved for issuance pursuant to the Plan by 2,500,000.

     We are delivering this opinion in connection with the filing by the Company

of a Registration Statement on Form S-8 (the "Registration Statement")

registering under the Securities Act of 1933, as amended (the "Securities Act"),

such additional shares for issuance under the Plan.

     We have examined such documents, records and matters of law as we have

deemed necessary as a basis for the opinion hereinafter expressed, including the

resolutions of Board of Directors of the Company and other corporate proceedings

taken by the Company in connection with the authorization of the shares of

Common Stock to be delivered from time to time pursuant to the Plan. On the

basis of the foregoing, and having regard for legal considerations that we deem

relevant, we are of the opinion that when the Registration Statement becomes

effective under the Securities Act, all additional shares of Common Stock

delivered in accordance with the Plan will, when so delivered, be legally

issued, fully paid and nonassessable.

     We express no opinion herein as to any laws other than the Delaware General

Corporation Law (including the applicable provisions of the Delaware

Constitution and the applicable reported judicial decisions related thereto) and

the Federal laws of the United States.

     This letter is furnished only to you and is solely for your benefit in

connection with the transactions covered hereby. This letter may not be relied

upon by you for any other purpose, or furnished to, assigned to, quoted to or

relied upon by any other person, firm or entity for any purpose, without our

prior written consent, which may be granted or withheld in our discretion.

                                             Very truly yours,

                                             /s/ Chadbourne & Parke LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 9, 2007 relating to the financial statements, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in Ormat Technologies, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2006.

/s/  PricewaterhouseCoopers LLP

San Francisco, California

June 1, 2007

EX-99.1

Exhibit 99.1

AMENDMENT

TO

ORMAT TECHNOLOGIES, INC.

2004 INCENTIVE COMPENSATON PLAN

On May 8, 2007, the Company’s shareholders approved an amendment to the Ormat Technologies, Inc. 2004 Incentive Compensation Plan (the “Plan”) to increase the number of shares of Common Stock authorized for issuance pursuant to the Plan by 2,500,000.

The first sentence of Section 14(a) of the Plan is hereby amended to state as follows:

“The total number of shares of Common Stock that may be made subject to Awards (all of which may be Options) under the Plan is 3,750,000 shares of Common Stock, subject to adjustment in accordance with Section 16 of the Plan.”