Securities Exchange Act of 1934
Rule 14d-7(a)(1)
Rule 14e-1(c)

March 3, 2008

Daniel E. Wolf
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, NY  10036-6522

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

Dear Mr. Wolf:

We are responding to your letter dated February 29, 2008 to Mauri L. Osheroff, Christina E. Chalk and Daniel F. Duchovny, as supplemented by conversations with the staff. We attach a copy of your letter to avoid having to repeat or summarize the facts you presented there. The defined terms used here have the same meaning as in your letter, unless otherwise noted.

You have requested exemptive and no-action relief on behalf of the Bidder so that it may extend the period of its tender offer to conduct a four-calendar day additional offering period during which withdrawal rights will not be available, as mandated by applicable Israeli law, and to pay for securities tendered within four business days of the termination of the additional offering period. Without necessarily concurring in your analysis, and based on your oral and written representations and the facts presented in your letter, the Securities and Exchange Commission hereby grants exemptive and no-action relief from Rules 14d-7(a)(1) and 14e-1(c) under the Exchange Act, respectively. The exemption from Rule 14d-7(a)(1) of the Exchange Act permits the Bidder to eliminate withdrawal rights before the end of the offer during the additional offering period of no more than four calendar days, as mandated by Israeli law. The no-action relief from Rule 14e-1(c) of the Exchange Act permits the Bidder to pay for securities tendered within four business days of the termination of the additional offering period. In granting this exemptive and no-action relief, we note that:

• the initial offer period will be open for at least 20 U.S. business days;
   
• all conditions to the Offer will be satisfied or waived before commencement of the additional offer period;
   
• the Bidder intends to conduct a single offer and extend the Offer immediately following completion of the initial offering period to provide for an additional offering period; and
   
• the Bidder intends to pay for all of the securities tendered in both the initial and additional offering period promptly after expiration of the additional offering period, in accordance with Israeli law and payment practices in Israel and the U.S.

The foregoing exemption is based solely on the representations and the facts presented in your February 29, 2008 letter, as supplemented by telephone conversations with the Commission staff. In particular, we note your representations that the additional offering period and its structure are required by Section 328 of the Israeli Companies Law, from which no exemptive relief by Israeli authorities is available for the Offer. The relief is strictly limited to the application of the rule listed above to this transaction. You should discontinue this transaction pending further consultations with the staff if any of the facts or representations set forth in your letter change.

In addition, your attention is directed to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 10(b) and 14(e) of the Exchange Act, and Rule 10b-5 thereunder. Responsibility for compliance with these and any other applicable provisions of the federal securities laws must rest with the participants in the Offer. The Division of Corporation Finance expresses no view with respect to any other questions that the proposed transaction may raise, including, but not limited to, the adequacy of disclosure concerning, and the applicability of any other federal or state laws to, the proposed transaction.

For the Commission,
by the Division of Corporation Finance,
pursuant to delegated authority,

Mauri L. Osheroff
Associate Director
Division of Corporation Finance

The Incoming Letters are in Acrobat format.

• Incoming Letter 1
• Incoming Letter 2

http://www.sec.gov/divisions/corpfin/cf-noaction/2008/clal030308-sec14.htm