80OA Qnb Fin 35

    RNS Number : 2765I
  Bank Hapoalim B.M.
  17 November 2008
   

    Head Office
    63 Yehuda Halevi St., Bank Hapoalim Bldg., Tel Aviv 65781
    Tel: 972-3-5673800; Fax: 972-3-5674576
    Date: November 16, 2008
    Reference: 802/08

 To:    The London Stock Exchange


    Dear Sir or Madam, 

    RE:    Immediate Report

    Bank Hapoalim Ltd. (the "Bank") respectfully reports, further to the Immediate Report released on August 11, 2008, Ref. 231981-01-2008,
as follows:

    1.    The Bank's Board of Directors convened on November 16, 2008 and deliberated the Immediate Report released by the Bank on August
11, 2008, at the request of the Securities Authority:

    a.    The Board of Directors re-heard, to its satisfaction, the explanations of Mr. Zvi Ziv, CEO, regarding the circumstances that
prevailed in late March 2008 in connection with the development of the Bank's MBS portfolio, and his explanation to the Board of Directors
not having received further update from management on the development in the portfolio at its meeting of March 30, 2008, due to the
immaturity and prima facie lack of credibility of the information at that time, which information management then had insufficient time to
properly check.

    b.    After the Board of Directors deliberated the Immediate Report of August 11, 2008, and its implications on the deliberations held
by the Board of Directors on March 30, 2008 and the resolutions adopted in the context thereof (the "Resolutions"), including in connection
with the CEO's terms of employment, the Board of Directors re-adopted and ratified all of the Resolutions.

    2.    The Board of Directors supports the CEO and Management in the management of the Bank's business under the circumstances of the
severe global economic crisis, while promoting the initiative to continue developing and expanding the Bank's business.

    3.    In view of the exceptionally severe and widespread global economic crisis, Management will continue to frequently update the Board
of Directors on the developments in the Israeli and global markets and in the Bank's assets and exposures, particularly exposures to
international and domestic financial institutions, large borrowers, and exposures to various investments, including in securities and
derivatives. Changes in market trends, including changes in the Bank's assets and exposures, which could have a material effect on the state
of the Bank's business, will be reported to the Board of Directors' plenum or specialty committees, shortly after the Bank's Management's
learning thereof.

    Yours faithfully,
    Bank Hapoalim B.M.

                            ( - )                                               ( - )

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


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