80OA Qnb Fin 35

    RNS Number : 9708D
  Bank Hapoalim B.M.
  22 September 2008
   

    Head Office
    63 Yehuda Halevi St., Bank Hapoalim Bldg., Tel Aviv 65781
    Tel: 972-3-5673800; Fax: 972-3-5674576


    Date: September 21, 2008
    Reference: 802/08

 To:    The London Stock Exchange



    Dear Sir or Madam, 

    RE:    Immediate Report

    Bank Hapoalim B.M. (hereinafter: "the Bank") is pleased to advise that on September 21st, 2008 at about 8:30 a.m. the Bank received
notice from Arison Holdings (1998) Ltd., which is the controlling party of the Bank, as follows:

    "Arison Holdings (1998) Ltd. ("Arison Holdings"), which holds all of the core of control shares of Bank Hapoalim B.M. ("the Bank"), is
hereby pleased to advise the Bank that on September 18th, 2008 Arison Holdings purchased 800,000 (in words: eight hundred thousand), of the
shares of the Bank in the course of trade on the stock exchange, in consideration of the total sum of NIS 7,540,087 (in words: Seven
million, five hundred and forty thousand, eighty seven New Israeli Shekels).

    Following the aforesaid purchase, the sum of Arison Holdings' holdings of the shares of the Bank will stand at 263,531,308 shares, which
constitute 20.03% of the issued share capital of the Bank."



    Yours faithfully,
    Bank Hapoalim B.M.

    ( - )        ( - )

 Ilan Mazur, Adv.    Yoram Weissbrem
   Chief Legal        Secretary of
     Adviser            the Bank


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