SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 4561

September 26, 2005

Yakov Cohen
Chief Financial Officer
Israel Bank of Agriculture Ltd.
P.O. Box 20107
Tel Aviv, Israel L3 61200

Re:	Israel Bank of Agriculture Ltd.
	Form 20-F for Fiscal Year Ended December 31, 2004
      Filed June 29, 2005
	File No. 002-41957

Dear Mr. Cohen:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Item 4-Information on the Company, page 6

A: History and Development of the Company
1. Please tell us why management has not yet filed a Form 6-K to
disclose the cancellation of the license of the Bank and the
clearing
house membership.  Refer to the general instructions for Form 6-K,
Item B.
2. Please tell us the current state of the bank in regards to the
actions taken by the government against the bank, which were noted
on
page 6.
B: Business Overview
3. Please tell us the accounting treatment applied under Israeli
GAAP
for the credits classified as Category 1.  Additionally, please
tell
us how management evaluated this accounting treatment to the
required
treatment under U.S. GAAP for disclosure under Item 17.
Financial Statements
Report of Independent Auditors, page 2
4. Please amend your filing to include a report which is title
"Report of Independent Registered Public Accounting Firm."  Refer
to
PCAOB Auditing Standard No. 1.
5. We note that two audit reports have been filed, with the 2002
report including the signature of Kost Forer & Gabbay.  Please
tell
us if there has been a change in certifying accountant during the
years presented the nature of the change in certifying accountant.
6. Please tell us the name of the certifying accountant who
performed
the audit of your affiliate.  In your response, tell us the type
of
opinion issued and the existence of any explanatory paragraphs or
qualifications to the report.
7. The audit firm Rosenblum-Holtzman is not recognized by the
staff
of the SEC.  Foreign auditors that wish to practice before the SEC
are expected to demonstrate their knowledge and experience in
applying U.S. GAAP, PCAOB Standards, SEC financial reporting rules
and SEC requirements prior to inclusion of their audit reports in
SEC
filings.  The demonstration of an auditor`s knowledge and
experience
in advance of filing generally applies to all financial statements
presented in SEC filings.  Please note that registration with the
PCAOB does not supersede existing means by which a firm
demonstrates
its knowledge and experience in applying U.S. GAAP, PCAOB
Standards,
SEC financial reporting rules and SEC independence requirements.
You
may refer to the International Reporting and Disclosure Issues
Outline available on our website at the following location for
additional information:
http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm
#P3
13_42976.  We may be unable to complete our review and accept the
reports of Rosenblum-Holtzman until the firm has demonstrated this
knowledge and experience to the Office of the Chief Accountant.
In
order to begin this process, Rosenblum-Holtzman should inquire
with
the Office of the Chief Accountant (202-551-5300) and request the
information to begin this process.  Upon receipt of this request,
the
Office of the Chief Accountant will provide a letter outlining the
steps and information necessary to complete the review.  Please
advise us of Rosenblum-Holtzman`s plans to complete this process.
Note 1-The Bank, Its Main Activities and Significant Accounting
Policies

C: Financial Statement Presentation Basis, page 16
8. Please tell us the rationale for the cessation of the inflation
level adjustment in 2004.  In your response, please refer us to
the
technical literature you have considered.
Note 12: Share Capital, page 36
9. Please revise to include a disclosure of the weighted average
shares outstanding for each period in which the income statement
is
presented for purposes of calculating earnings per share.
10. Please tell us the number of shares outstanding not owned by
the
Israeli government.
Note 20: Reconciliation Between Israel GAAP and U.S. GAAP, page 42
General
11. Please confirm that the accounting treatment for the allowance
for credit losses as noted on page 13 is consistent with the
requirements under U.S. GAAP accounting treatment described in
SFAS 5
and SFAS 114.
12. Please revise to state that earnings per share under Israeli
GAAP
is materially consistent with the earnings per share calculated
under
U.S. GAAP.
(d) Statement of Cash Flows, page 44
13. Please revise your disclosure to present net cash used in
operating activities in 2004 as a negative amount.

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Margaret Fitzgerald at (202) 551-3556 or me
at
(202) 551-3490 if you have questions regarding comments on the
financial statements and related matters.

      Sincerely,

      Don Walker
Senior Assistant Chief Accountant

??

??

??

??

Yakov Cohen
Israel Bank of Agriculture Ltd.
September 26, 2005
Page 1

</TEXT>
</DOCUMENT>