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Bank Hapoalim B.M. (80OA)

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Tuesday 09 October, 2007

Bank Hapoalim B.M.

Holding(s) in Company

Bank Hapoalim B.M.
09 October 2007

                               Bank Hapoalim B.M.
                           Registration no. 520000118
 The securities of the corporation are listed for trading on the Tel Aviv Stock
                                    Exchange
                               Code name: Poalim
                       Street: P.O.B. 27, Tel Aviv 61000
                  Tel: 03-5673800; 03-5673333; Fax: 03-5674576
                    e-mail: yoram.weissbrem@mailpoalim.co.il


                                             Transmission date: 07/10/2007
                                             Reference: 2007-01-407752



Securities Authority                        Tel Aviv Stock Exchange Ltd.
www.isa.gov.il                              www.tase.co.il



   Immediate Report regarding the schedule of holdings of Interested Parties

      Regulation 33 (c) of the Securities (Periodic and Immediate Reports)
                             Regulations, 5730-1970



Following is the schedule of holdings of Interested Parties in the corporation
as of 05/10/2007


 No. of         Name of Holder           Name,        Current                               Extent of Holding
 Holder                                Category &   Quantity of
                                       Series of    Securities      Extent of Holding           (fully diluted)
                                        Security                 % of capital % of voting % of capital % of voting

    1     Arison Holdings (1998) Ltd.     BNHP      261,731,308     20.76        20.76       20.50        20.50
                                        Ordinary
                                         Shares
    2     Israel Salt Industries Ltd.     BNHP      75,764,441       6.01        6.01         5.93        5.93
                                        Ordinary
                                         Shares
    3               Zvi Ziv               BNHP        17,088         0.00        0.00         0.00        0.00
                                        Ordinary
                                         Shares
    4            Joseph Dauber            BNHP        16,530         0.00        0.00         0.00        0.00
                                        Ordinary
                                         Shares
    5        Management clients of        BNHP      94,791,325       7.52        7.52         7.42        7.42
          AllianceBernstein, AXA IM,    Ordinary
             and their respective        Shares
                  affiliates





Explanations:

 1. Holdings of convertible securities should be reported, including convertible
    securities, which are not listed for trading.
 2. If an interested party holds more than one category of securities, the extent
    of his holdings should be stated taking into consideration all of the
    securities held by him on one line only.
 3. The schedule of holdings of all interested parties should be listed in this
    form, including holdings which have remained unchanged.
 4. Where the interested party is a subsidiary company, the holdings should be
    separated into shares which were purchased before the Companies Law,
    5759-1999 took effect and which confer rights as to capital and voting, and
    shares which were purchased after the Law took effect and which are inactive
    shares.
 5. If the interested party is a corporation, the name of the controlling party
    in the corporation should be reported as well.



Name of Holder:   Arison Holdings (1998) Ltd.
No. of Holder:    1

Explanation: To be filled in if the interested party is a banking corporation or an insurer

Category of Identity Number: Number at the Registrar of Companies

Identity Number:  512705153
Citizenship/Country of Incorporation or            Incorporated in Israel
Registration:
Country of Citizenship/Incorporation or Registration:
Does the holder serve as a representative for reporting purposes of a   No
number of shareholders who hold securities of the Corporation together
with him:
Are the shares held inactive shares No
Stock Exchange Security Number:     662577
Balance in previous comprehensive report (quantity of            261,731,308
securities):
Change in Quantity of            0
Securities:
Explanation: If a decrease in number is reported, a negative value should be stated, i.e. represented by
the sign '-'.
Remarks:





Name of Holder:   Israel Salt Industries Ltd.
No. of Holder:    2

Explanation: To be filled in if the interested party is a banking corporation or an insurer

Category of Identity Number: Number at the Registrar of Companies

Identity Number:  520037573
Citizenship/Country of Incorporation or            Incorporated in Israel
Registration:
Country of Citizenship/Incorporation or Registration:
Does the holder serve as a representative for reporting purposes of a   No
number of shareholders who hold securities of the Corporation together
with him:
Are the shares held inactive        No
shares:
Stock Exchange Security Number:     662577
Balance in previous comprehensive report (quantity of            75,764,441
securities):
Change in Quantity of            0
Securities:
Explanation: If a decrease in number is reported, a negative value should be stated, i.e. represented by
the sign '-'.
Remarks:





Name of Holder:   Zvi Ziv.
No. of Holder:    3

Explanation: To be filled in if the interested party is a banking corporation or an insurer

Category of Identity Number: Number of Identity Document

Identity Number:  004143699
Citizenship/Country of Incorporation or            Private person with Israeli citizenship
Registration:
Country of Citizenship/Incorporation or Registration:
Does the holder serve as a representative for reporting purposes of a   No
number of shareholders who hold securities of the Corporation together
with him:
Are the shares held inactive        No
shares:
Stock Exchange Security Number:     662577
Balance in previous comprehensive report (quantity of            17,088
securities):
Change in Quantity of            0
Securities:
Explanation: If a decrease in number is reported, a negative value should be stated, i.e. represented by
the sign '-'.
Remarks:





Name of Holder:   Joseph Dauber.
No. of Holder:    4

Explanation: To be filled in if the interested party is a banking corporation or an insurer

Category of Identity Number: Number of Identity Document

Identity Number:  007447584
Citizenship/Country of Incorporation or            Private person with Israeli citizenship
Registration:
Country of Citizenship/Incorporation or Registration:
Does the holder serve as a representative for reporting purposes of a   No
number of shareholders who hold securities of the Corporation together
with him:
Are the shares held inactive        No
shares:
Stock Exchange Security Number:     662577
Balance in previous comprehensive report (quantity of            16,530
securities):
Change in Quantity of            0
Securities:
Explanation: If a decrease in number is reported, a negative value should be stated, i.e. represented by
the sign '-'.
Remarks:





Name of Holder:   Management clients of AllianceBernstein, AXA IM, and their respective affiliates
No. of Holder:    5

Explanation: To be filled in if the interested party is a banking corporation or an insurer

Category of Identity Number: Other Identification number

Identity Number:  13-4064930
Citizenship/Country of Incorporation or           Incorporated overseas
Registration:
Country of Citizenship/Incorporation or              U.S.A.
Registration:
Does the holder serve as a representative for reporting purposes of a  Yes
number of shareholders who hold securities of the Corporation together
with him:
Are the shares held inactive       No
shares:
Stock Exchange Security Number:    662577
Balance in previous comprehensive report (quantity of           92,282,426
securities):
Change in Quantity of            2,508,900
Securities:
Explanation: If a decrease in number is reported, a negative value should be stated, i.e. represented by
the sign '-'.
Remarks:

Out of the total balance 69,475,810 holdings with voting rights


Together: AllianceBernstein L.P., AXA Investment Managers, AXA Rosenberg Investment Management LLC, AXA
China Region Insurance Company (Bermuda) Ltd.



As of the date of this report and according to the directives of the law, the
controlling party in the corporation is :



1. Arison Holdings (1998) Ltd.;

2. Israel Salt Industries Ltd.




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