-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000910662-09-000504.txt : 20091221
<SEC-HEADER>0000910662-09-000504.hdr.sgml : 20091221
<ACCEPTANCE-DATETIME>20091221144858
ACCESSION NUMBER:		0000910662-09-000504
CONFORMED SUBMISSION TYPE:	20-F/A
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20081231
FILED AS OF DATE:		20091221
DATE AS OF CHANGE:		20091221

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MAGIC SOFTWARE ENTERPRISES LTD
		CENTRAL INDEX KEY:			0000876779
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-PREPACKAGED SOFTWARE [7372]
		IRS NUMBER:				330477418
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		20-F/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-19415
		FILM NUMBER:		091252214

	BUSINESS ADDRESS:	
		STREET 1:		5 HAPLADA STREET
		CITY:			OR YEHUDA ISRAEL
		STATE:			L3
		ZIP:			602
		BUSINESS PHONE:		97235389322

	MAIL ADDRESS:	
		STREET 1:		5 HAPLADA STREET
		CITY:			OR YEHUDA ISRAEL
		STATE:			L3
		ZIP:			602
</SEC-HEADER>
<DOCUMENT>
<TYPE>20-F/A
<SEQUENCE>1
<FILENAME>form20fa.txt
<DESCRIPTION>AMENDMENT NO. 1 FY 2008
<TEXT>




                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549
                                   FORM 20-F/A
                                 AMENDNEMT NO. 1

[ ]  REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                                       OR

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(D) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(D) OF THE  SECURITIES
     EXCHANGE  ACT  OF  1934  FOR  THE  TRANSITION  PERIOD  FROM  __________  TO
     __________

[ ]  SHELL COMPANY  REPORT  PURSUANT TO SECTION 13 OR 15(D) OF THE  SECURITIES
     EXCHANGE ACT OF 1934 Date of event requiring this shell company report

                         COMMISSION FILE NUMBER: 0-19415

                         MAGIC SOFTWARE ENTERPRISES LTD.
              (Exact name of Registrant as specified in its charter
               and translation of Registrant's name into English)

                                     ISRAEL
                 (Jurisdiction of incorporation or organization)

                    5 HAPLADA STREET, OR YEHUDA 60218, ISRAEL
                    (Address of principal executive offices)

              AMIT BIRK; +972 (3) 538 9322; ABIRK@MAGICSOFTWARE.COM
                    5 HAPLADA STREET, OR YEHUDA 60218, ISRAEL
              (Name, Telephone, E-mail and/or Facsimile number and
                       Address of Company Contact Person

         Securities registered or to be registered pursuant to Section 12(b) of
the Act:

          Title of each class         Name of each exchange on which registered
ORDINARY SHARES, NIS 0.1 PAR VALUE              NASDAQ GLOBAL MARKET

Securities registered or to be registered pursuant to Section 12(g) of the Act:
                                                                            NONE

Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act:                                                                 NONE

Indicate the number of  outstanding  shares of each of the  issuer's  classes of
capital  or common  stock as of the close of the  period  covered  by the annual
report:

ORDINARY SHARES, PAR VALUE NIS 0. 1 PER SHARE..........31,893,880
                                                       (as of December 31, 2008)

Indicate by check mark if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act.

                                Yes ___ No X


<PAGE>


If this report is an annual or transition report,  indicate by check mark if the
registrant  is not required to file  reports  pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934.

                                   Yes___ No X

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                   Yes X No __


Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated  filer, or a  non-accelerated  filer.  See definition of accelerated
filer and large  accelerated  filer in Rule 12b-2 of the  Exchange  Act.  (Check
one):

   Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X]

Indicate  by check mark which basis of  accounting  the  registrant  has used to
prepare the financial statements included in this filing:

        U.S. GAAP [X]          International Financial            Other [ ]
                               Reporting Standards as
                               issued by the International
                               Accounting Standards Board   [ ]

If "Other" has been  checked in response to the previous  question,  indicate by
check mark which financial statement item the registrant has elected to follow:

                             Item 17 [ ] Item 18 [ ]

If this is an annual report,  indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act).

                                  Yes ___ No X

This  annual  report  on  Form  20-F  is  incorporated  by  reference  into  the
registrant's   Registration   Statements  on  Form  S-8,  File  Nos.  333-13270,
333-11220, 333-1946, 333-10794, 333-113552, 333-132221 and 333-149553.



<PAGE>



                                EXPLANATORY NOTE


         This Amendment No. 1 on Form 20-F/A to our Annual Report on Form 20-F
for the year ended December 31, 2008, or Amendment No. 1, amends our Annual
Report on Form 20-F for the year ended December 31, 2008 filed with the
Securities and Exchange Commission on April 2, 2009. The Form 20-F for the year
ended December 31, 2008 is hereby amended to revise Item 11. Quantitative And
Qualitative Disclosures About Market Risks.

         Other than the foregoing Item, no part of our Annual Report on 20-F for
the year ended December 31, 2008 is being amended. This Amendment No. 1 is not
intended to revise other information presented in our Annual Report on Form 20-F
for the year ended December 31, 2008 as originally filed and all such other
information in the original filing remains unchanged.





                                        i


<PAGE>


                                TABLE OF CONTENTS

ITEM 11.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS..........1

SIGNATURES.....................................................................2




                                       ii

<PAGE>


ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
         -----------------------------------------------------------

         We are exposed to a variety of market risks, primarily changes in
interest rates affecting our investments in marketable securities and foreign
currency fluctuations.

INTEREST RATE RISK

         Except for our exposure to market risk for changes in interest rates
relating to our investments in marketable securities, which are principally
denominated in U.S. dollars, we do not have any substantial risk which is
derived from a change in interest rates. The net increase in earnings and cash
flow for the next year resulting from a ten percent interest rate increase would
be negligible.


FOREIGN CURRENCY EXCHANGE RISK

         Our financial results may be negatively impacted by foreign currency
fluctuations. Our foreign operations are transacted through a global network of
subsidiaries. These sales and related expenses are generally denominated in
currencies other than the U.S. dollar, except in Israel, where our sales are
denominated in U.S. dollars and our expenses are denominated in New Israeli
Shekel. Because our financial results are reported in U.S. dollars, our results
of operations may be adversely impacted by fluctuations in the rates of exchange
between the U.S. dollar and such other currencies as the financial results of
our foreign subsidiaries are converted into U.S. dollars in consolidation. Our
earnings are predominantly affected by fluctuations in the value of the U.S.
dollar as compared to the New Israeli Shekel, the U.S. dollar as compared to the
Euro and to the Japanese Yen. An increase of 10% in the value of the New Israeli
Shekel relative to the U.S. dollar in 2008 would have resulted in a decrease in
the U.S. dollar reporting value of our operating income of $2 million for that
year, while a decrease of 10% in the value of the New Israeli Shekel relative to
the U.S. dollar in 2008 would have resulted in an increase in the U.S. dollar
reporting value of our operating income of $1.7 million for the year. An
increase of 10% in the value of the Euro and in the value of the Japanese yen
relative to the U.S. dollar in 2008 would have resulted in an increase in the
U.S. dollar reporting value of our operating income of $0.6 million and $0.4
million respectively for that year, while a decrease of 10% in the value of the
Euro and in the value of the Japanese Yen relative to the U.S. dollar in 2008
would have resulted in a decrease in the U.S. dollar reporting value of our
operating income of $0.6 million and $0.3 million respectively for the year.


EQUITY PRICE RISK

         The Company had $3.5 million of trading securities that are classified
as available for sale. Those securities have exposure to equity price risk. The
estimated potential loss in fair value resulting from a hypothetical ten percent
decrease in prices quoted on stock exchanges is approximately $350,000.



                                       1

<PAGE>


                               S I G N A T U R E S
                               -------------------

         The registrant hereby certifies that it meets all of the requirements
for filing on Form 20-F/A and that it has duly caused and authorized the
undersigned to sign this annual report on its behalf.


                            MAGIC SOFTWARE ENTERPRISES LTD.


                            By: /s/ Guy Bernstein
                                -----------------
                                Name: Guy Bernstein
                                Title: Active Chairman of the Board of Directors






Dated: December 21, 2009




                                       2
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.1
<SEQUENCE>2
<FILENAME>ex12_1.txt
<DESCRIPTION>CERTIFICATION OF CEO
<TEXT>


                                                                    EXHIBIT 12.1

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                      PURSUANT TO RULE 13A-14(A) UNDER THE
                  SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

I, Guy Bernstein, certify that:

1. I have reviewed this annual report on Form 20-F/A of Magic Software
Enterprises Ltd.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the company as of,
and for, the periods presented in this report;

4. The company's other certifying officer and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13(a)-15(e) and 15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and
have:

(a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the company, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the company's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

(d) Disclosed in this report any change in the company's internal control over
financial reporting that occurred during the period covered by the annual
report that has materially affected, or is reasonably likely to materially
affect, the company's internal control over financial reporting; and

5. The company's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
company's auditors and the audit committee of the company's board of directors
(or persons performing the equivalent function):

(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the company's ability to record, process, summarize
and report financial information; and

(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the company's internal control over
financial reporting.


Date: December 21, 2009

/s/Guy Bernstein *
- ------------------
Guy Bernstein
Active Chairman of the Board of Directors


* The originally executed copy of this Certification will be maintained at the
Company's offices and will be made available for inspection upon request.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.2
<SEQUENCE>3
<FILENAME>ex12_2.txt
<DESCRIPTION>CERTIFICATION OF CFO
<TEXT>



                                                                    EXHIBIT 12.2


                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
                           PURSUANT TO RULE 13A-14(A)
             UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


I, Asaf Berenstein, certify that:

1. I have reviewed this annual report on Form 20-F/A of Magic Software
Enterprises Ltd.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the company as of,
and for, the periods presented in this report;

4. The company's other certifying officer and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13(a)-15(e) and 15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and
have:

(a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the company, including its consolidated
Subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the company's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

(d) Disclosed in this report any change in the company's internal control over
financial reporting that occurred during the period covered by the annual
report that has materially affected, or is reasonably likely to materially
affect, the company's internal control over financial reporting; and

5. The company's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
company's auditors and the audit committee of the company's board of directors
(or persons performing the equivalent function) :

(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the company's ability to record, process, summarize
and report financial information; and

(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the company's internal control over
financial reporting.

Date: December 21, 2009

/s/Asaf Berenstein*
- -------------------

Acting Chief Financial Officer

* The originally executed copy of this Certification will be maintained at the
Company's offices and will be made available for inspection upon request.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.1
<SEQUENCE>4
<FILENAME>ex13_1.txt
<DESCRIPTION>CERTIFICATION OF CEO
<TEXT>


                                                                    EXHIBIT 13.1



                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Annual Report of Magic Software Enterprises Ltd. (the
"Company") on Form 20-F/A for the period ending December 31, 2008 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I, Guy
Bernstein, Acting Chief Executive Officer of the Company, certify, pursuant to
18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of
2002, that:

         (1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

         (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.


/s/Guy Bernstein
- ----------------
Guy Bernstein *
Active Chairman of the Board of Directors



December 21, 2009













* The originally executed copy of this Certification will be maintained at the
Company's offices and will be made available for inspection upon request.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.2
<SEQUENCE>5
<FILENAME>ex13_2.txt
<DESCRIPTION>CERTIFICATON OF CFO
<TEXT>

                                                                    EXHIBIT 13.2



                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Annual Report of Magic Software Enterprises Ltd. (the
"Company") on Form 20-F/A for the period ending December 31, 2008 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Asaf Berenstein, Chief Financial Officer of the Company, certify, pursuant to 18
U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of
2002, that:

         (1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

         (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.

Asaf Berenstein*
- ----------------
Acting Chief Financial Officer

December 21, 2009




* The originally executed copy of this Certification will be maintained at the
Company's offices and will be made available for inspection upon request.





</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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