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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                    FORM 6-K

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                            REPORT OF FOREIGN ISSUER

                      PURSUANT TO RULE 13a-16 OR 15d-16 OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                     REPORT ON FORM 6-K DATED JUNE 14, 2011

                        Commission File Number: 000-51183

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                          SHAMIR OPTICAL INDUSTRY LTD.
                 (Translation of Registrant's Name Into English)

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                      Kibbutz Shamir, Upper Galilee, 12135
                    (Address of principal executive offices)

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     (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 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]

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

This report on Form 6-K is hereby incorporated by reference into the
registration statements on Form S-8 filed by the Registrant with the Securities
and Exchange Commission on September 28, 2006 (File No. 333-137628), on
September 10, 2007 (File No. 333-137628) and on September 10, 2008 (File No.
333-153396).

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Washington                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, DC 20549the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.

                                   Shamir Optical Industry Ltd.
                                   (Registrant)

Date: June 14, 2011
                                      By:  /s/ David Bar-Yosef
                                           ------------------------------
                                           David Bar-Yosef, Advocate
                                           General Counsel

FORMInvestor 6Relations Contacts:
Roni Gavrielov                            Jeffrey Goldberger/Marybeth Csaby
KM / KCSA Investor Relations              KCSA Strategic Communications
+972-K3-516-7620                           212-896-1249/212-896-1236
roni@km-ir.co.il                          jgoldberger@kcsa.com / mcsaby@kcsa.com

     DISTRICT COURT TO GIVE FINAL APPROVAL FOR SHAMIR - ESSILOR TRANSACTION

     KIBBUTZ SHAMIR, Israel, June 14, 2011 - Shamir Optical Industry Ltd.
(Nasdaq: SHMR) ("Shamir"), a leading provider of innovative products and
technology to the ophthalmic lens market, today announced that on June 13, 2011,
the District Court of Nazareth gave its final approval for Essilor Corporation
to complete its acquisition of 50% of Shamir, following the approval of the
transaction by Shamir's shareholders. The closing of the transaction remains
subject to the satisfaction of the remaining conditions specified by the
transaction agreements.

ABOUT SHAMIR

     Shamir is a leading provider of innovative products and technology to the
spectacle lens market. Utilizing its proprietary technology, the company
develops, designs, manufactures, and markets progressive lenses to sell to the
ophthalmic market. In addition, Shamir utilizes its technology to provide design
services to optical lens manufacturers under service and royalty agreements.
Progressive lenses are used to treat presbyopia, a vision condition where the
eye loses its ability to focus on close objects. Progressive lenses combine
several optical strengths into a single lens to provide a gradual and seamless
transition from near to intermediate, to distant vision. Shamir differentiates
its products from its competitors' primarily through lens design. Shamir's
leading lenses are marketed under a variety of trade names, including Shamir
Creation(TM), Shamir Piccolo(TM), Shamir Office(TM), Shamir Autograph(TM), and
Shamir Attitude(TM). Shamir believes that it has one of the world's preeminent
research and development teams for progressive lenses, molds, and complementary
technologies and tools. Shamir developed software dedicated to the design of
progressive lenses. This software is based on Shamir's proprietary mathematical
algorithms that optimize designs of progressive lenses for a variety of
activities and environments. Shamir also has created software tools specifically
designed for research and development and production requirements, including Eye
Point Technology software, which simulates human vision.

SAFE HARBOR STATEMENT

     Statements concerning the contemplated merger and related transactions,
Shamir's business outlook or future economic performance; product introductions
and plans and objectives related thereto; and assumptions made or expectations
as to any future events, conditions, performance or other matters, are
"forward-looking statements" as that term is defined under U.S. federal
securities laws. Forward-looking statements are subject to various risks,
uncertainties and other factors that could cause actual results to differ
materially from those stated in such statements. These risks, uncertainties and
factors include, but are not limited to: the inability to close the transactions
referred to herein, the conflicts in the region; the effects of competition in
our industry, and changes in our relationships with optical laboratories,
distributors, research and development partners and other third parties; the
effects of the international expansion of our operations and our ability to
manage our growth, including our ability to manage potential future
acquisitions; the effect of global economic conditions in general and conditions
in Shamir's industry and target markets in particular; shifts in supply and
demand; market acceptance of new products and continuing products' demand; the
impact of competitive products and pricing on Shamir's and its customers'
products and markets; timely product and technology development/upgrades and the
ability to manage changes in market conditions as needed; interest rate
fluctuations; and other factors detailed in Shamir's filings with the Securities
and Exchange Commission. Shamir assumes no obligation to update the information
in this release.

                                    * * * * *

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

May 27, 2011

Commission File No.: 000-51183

SHAMIR OPTICAL INDUSTRY LTD.

(Translation of registrant’s name into English)

Kibbutz Shamir, Upper Galilee, 12135

(Address of principal executive 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 20-F S Form 40-F £

Indicate by check 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 S

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b);82-_______.

On May 8, 2011, Shamir Optical Industry Ltd. (the "Company") filed, following the approval of the transaction by Shamir’s shareholders, an application with the District Court of Nazareth requesting its final approval for Essilor International SA to complete its acquisition of 50% of Shamir. On May 5, May 6 and May 20, in connection with the application with the District Court of Nazareth, the Company caused the attached Notice to be published in several newspapers.

The closing of the transaction remains subject to the satisfaction of the remaining conditions specified by the transaction agreements.

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, hereunto duly authorized.

Shamir Optical Industry Ltd. (Registrant) By: /s/ David Bar-Yosef David Bar-Yosef, General Counsel

Date: May 27, 2011

District Court of Nazareth

Notice of Shamir Optical Industry Ltd., (“the Company”)

Public corporation no. 51-365956-5

Kibbutz Shamir, Upper Galilee 12135, Israel

By the attorneys of the Company from Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co.

One Azrieli Center, Round Building, Tel Aviv, 67021, Israel

Tel: +972-3-607-4444; Fax: +972-3-607-4422

NOTICE OF THE FILING OF AN APPLICATION TO APPROVE AN ARRANGEMENT

ACCORDING TO THE COMPANIES’ REGULATIONS (APPLICATION FOR A SETTLEMENT

OR AN ARRANGEMENT), 5762-2002 (HEREINAFTER: “THE REGULATIONS”)

Notice is hereby given that on May 8, 2011, an application was submitted to the District Court of Nazareth, Israel (File No. 393-12-10), to approve a merger arrangement between the Company and Shamrock Acquisition Sub Ltd. ("Shamrock"), in connection with the Merger Agreement between the Company, Shamrock and Essilor International SA, a French société anonyme, dated October 15, 2010 (the "Application").

A copy of the Application and any document attached thereto, will be furnished to any interested party, upon receipt of a written request delivered to the Company's legal advisers, Dr. Shachar Hadar and/or Michael Ginsburg, from Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co., One Azrieli Center, Round Building, Tel Aviv, 67021, Israel, Tel: +972.3.607.4444; Fax: +972.3.607.4422.

Pursuant to Section 34 of the Regulations, any person wishing to oppose the Application shall file his objection with the Nazareth District Court no later than May 31, 2011.

Shamir Optical Industry Ltd.

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