ALLOWANCE FOR DOUBTFUL ACCOUNTS:

     The following is a summary of the allowance for doubtful accounts related
     to accounts receivable for the years ended December 31:

                         BALANCE AT                                BALANCE AT
                         BEGINNING            PROVISION              END OF
                         OF PERIOD            (RECOVERY)             PERIOD
                         ---------            ----------             ------
                                                 NIS
                         --------------------------------------------------
                                            (IN THOUSANDS)
                         --------------------------------------------------

2003                         -                    -                    -
2004                         -                  260                  260
2005                       260                   66                  326

     In addition, the amounts of allowance for doubtful accounts will be
     disclosed on the face of the balance sheet.

O-STOCK-BASED COMPENSATION, PAGE F-11

     7.   WE NOTE THAT YOUR EMPLOYEES HOLD STOCK OPTIONS TO PURCHASE 63,000
          SHARES OF THE PARENT COMPANY. FURTHER, WE NOTE PER YOUR DISCLOSURE ON
          PAGE F-19 THAT THERE WERE 50,000 STOCK OPTIONS OUTSTANDING AND
          EXERCISABLE AT DECEMBER 31, 2003, WHICH EXPIRED, IN PART, AND WERE
          EXERCISED, IN PART, DURING FISCAL 2004. WITH RESPECT TO BOTH OF THESE
          STOCK-BASED COMPENSATION PLANS, PLEASE PROVIDE THE DISCLOSURES
          REQUIRED BY PARAGRAPHS 46 THROUGH 48 OF THE SFAS 123, AS APPLICABLE.

     The following disclosure required by paragraphs 46-48 of SFAS 123 will be
     added in future filings in Note 9 of the financial statements as follows:

B. STOCK OPTIONS PLAN

          In May 1997, the Board of Directors of the Company adopted an employee
          share option plan ("the 1997 Plan"), pursuant to which the Company
          granted options to purchase 180,000 ordinary shares to employees,
          officers, Directors and consultants of the Company and the subsidiary
          (including 160,000 options to related parties).

          Of the above, options to purchase 130,000 ordinary shares were granted
          to Mr. Joseph Williger and Mr. Zvi Williger at an exercise price equal
          to the nominal value per share of NIS 0.1. The options were
          exercisable as to 20% every six-month anniversary from the date of
          grant, on a cumulative basis, during a period of five years. These
          options were exercised in January 2000.

          Options to purchase 35,000 ordinary shares were held by the Company's
          officers and Directors (as a group) and options to purchase 15,000
          ordinary shares were held by other employees. The options, granted as
          of the effective date of the Company's initial public offering under
          the Company's 1997 Share Option Plan, are generally exercisable during
          a five-year period commencing on the 24th month anniversary from the
          date of grant, at an exercise price equal to the initial public
          offering price per share - USD 4.10 per share, which was equal to the
          fair market value of the shares on the date of the grant. On April
          2004, Zvi Williger and Joseph Williger exercised 15,000 options each
          at an exercise price of USD 4.1 per share. The 1997 Plan was
          terminated on May 2004, and the remaining 20,000 options expired
          unexercised.


                                       4

          On January 4, 2005 the Parent Company's audit committee and Board of
          Directors adopted a Stock Incentive Plan. The Parent Company was
          authorized to grant up to 138,000 options to 9 of the Group's
          employees (93,000 of the options to the Company's employees). The
          issuance of the options was ratified by the Parent Company's Board of
          Directors and the audit committee on February 27, 2005.

          The options granted vest in three equal annual installments commencing
          January 2006 and will expire in 2.5, 3.5 and 4.5 years, respectively.
          The purchase price per share payable upon exercise of an option is NIS
          14 (USD 3.2) per share, linked to the changes in the Consumer Price
          Index, and subject to adjustments.

          A summary of the status of the Company's stock option plans as of
          December 31, 2005, 2004 and 2003 and changes during the years then
          ended, is presented below:

                                      DECEMBER 31, 2005       DECEMBER 31, 2004          DECEMBER 31, 2003
                                     -------------------      -----------------         -------------------
                                                 WEIGHTED                WEIGHTED                     WEIGHTED
                                                 AVERAGE                 AVERAGE                      AVERAGE
                                    NUMBER OF    EXERCISE    NUMBER OF   EXERCISE        NUMBER OF    EXERCISE
                                     SHARES       PRICE       SHARES      PRICE           SHARES       PRICE
                                     -------     -------      -------       ---         ---------      ----
OPTIONS OUTSTANDING AT
BEGINNING OF YEAR                          -           -       50,000     $ 4.1            50,000      $4.1

GRANTED DURING THE YEAR               93,000       $ 3.2            -         -                 -         -

EXERCISED DURING THE YEAR                  -           -      (30,000)    $ 4.1                 -         -

FORFEITED DURING THE YEAR            (30,000)          -      (20,000)    $ 4.1                 -         -
                                     -------                  -------                   ---------

OUTSTANDING AT END OF YEAR            63,000       $ 3.2            -         -            50,000      $4.1
                                     =======                  =======                   =========

WEIGHTED  AVERAGE FAIR VALUE OF
OPTIONS GRANTED DURING THE YEAR      $  3.34                        -                           -
                                     =======                  =======                   =========

     8.   AS REQUIRED BY PARAGRAPH 45(C) OF SFAS 123, AS AMENDED BY PARAGRAPH
          2(C) OF SFAS 148, PLEASE PRESENT PRO FORMA NET INCOME AND PRO FORMA
          BASIC AND DILUTED EARNINGS PER SHARE FOR ALL PERIODS FOR WHICH AN
          INCOME STATEMENT IS PRESENTED.

     The staff is respectfully advised that options outstanding for the years
     2003 and 2004 were all granted in 1997 and are fully vested. All related
     expenses were fully recognized in prior years. Hence, no pro forma
     disclosure for 2003 and 2004 was included.

     9.   WE NOTE THAT YOU DECLARED A CASH DIVIDEND IN NOVEMBER 2005. IN THIS
          REGARD, PLEASE EXPLAIN TO US WHY YOU ASSUMED A 0.0% DIVIDEND YIELD IN
          YOUR OPTION PRICING MODEL.


                                       5

     The Staff is respectfully advised that a dividend yield rate of 0.0% was
     assumed based on the provisions in paragraph A36 of FASB 123R. The
     Company's plan is dividend protected and as such assuming 0% dividend is
     appropriate assumption.

P. EARNINGS PER SHARES, PAGE F-12

     10.  WITH RESPECT TO THE YEARS IN WHICH YOU HAD STOCK OPTIONS OUTSTANDING,
          PLEASE EXPLAIN TO US WHY DILUTED EARNINGS PER SHARE EQUALED BASIC
          EARNINGS PER SHARE. IF STOCK OPTIONS WERE NOT INCLUDED IN THE
          COMPUTATION OF DILUTED EARNINGS PER SHARE BECAUSE TO DO SO WOULD HAVE
          BEEN ANTIDILUTIVE FOR THE PERIODS PRESENTED, PLEASE DISCLOSE AS SUCH
          IN ACCORDANCE WITH PARAGRAPH 40(C) OF SFAS 128.

     The options were not included in the computation of diluted earnings per
     share since the effect was an antidilutive. The disclosure in Note 2P will
     be revised in its entirety in future filings as follows:

P. EARNINGS PER SHARE

          Basic and fully diluted net earnings per share have been computed in
          accordance with Opinion 55 of the Institute of Certified Public
          Accountants in Israel (ICPAC), which, as it relates to these financial
          statements, is consistent with SFAS No. 128 ("Earnings per Share"),
          using the weighted average number of ordinary shares outstanding.
          Basic and diluted earnings per share are computed by using the
          weighted average number of shares outstanding. A total of 50,000 and
          63,000 warrants were excluded from the calculation of diluted earnings
          per share for 2003 and 2005, respectively, due to the antidilutive
          effect.

NOTE 7. ACCRUED SEVERANCE PAY, NET. PAGE F-15

     11.  WITH REFERENCE TO PARAGRAPH 2 OF SFAS 146, PLEASE TELL US WHETHER YOUR
          SEVERANCE OBLIGATIONS ARE WITHIN THE SCOPE OF THAT STANDARD. IF SO,
          PLEASE PROVIDE THE DISCLOSURES REQUIRED BY PARAGRAPH 20 OF SFAS 146.

     The staff is respectfully advised that the Accrued Severance obligation is
     not within the scope of FASB 146 and was not incurred as a result of an
     exit plan. The Staff is respectfully advised that the Accrued Severance Pay
     is a unique subject for Israeli companies, and was addressed by the
     International Practice Task Force (IPTF). In that regard the Company
     complies with consensus reached by the IPTF and applies the provisions of
     EITF 88-1 and record an obligation for all vested severance rights on an
     undiscounted basis.

FORM 6-K FOR THE MONTH OF AUGUST 2006

     12.  DURING THE FIRST HALF OF 2006, WE NOTE YOU RECORDED AN NIS 17.8
          MILLION GAIN, WHICH WAS CLASSIFIED ON THE STATEMENT OF OPERATIONS
          WITHIN "OTHER INCOME," DUE TO THE PUBLIC LISTING OF THE SHARES OF GOLD
          FROST LTD. IN ACCORDANCE WITH QUESTION 6 OF SAB TOPIC 5:H, PLEASE
          CLASSIFY SUCH GAIN AS A SEPARATE LINE ITEM ON THE STATEMENT OF
          OPERATIONS IN FUTURE FILINGS. ADDITIONALLY, ENSURE MD&A AND THE
          FOOTNOTES INCLUDE ALL DISCLOSURES REQUIRED BY THE SAB GUIDANCE.


                                       6

     We agree with the Staff comment. The gain will be classified in a separate
     line item on the statement of operations in future filings and the MD&A
     will include the required disclosure.

                                     * * * *

If you have any questions or concerns, please call the undersigned at
972-3-607-4475 or Mr. Gil Hochboim of Willi Food at 972-8-932-2233 (ext. 204).


                                     Very truly yours,

                                     /s/ Perry Wildes

                                     Perry Wildes, Adv.

cc:  Mr. Gil Hochboim


                                       7