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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001178913-04-001577.txt : 20041123
<SEC-HEADER>0001178913-04-001577.hdr.sgml : 20041123
<ACCEPTANCE-DATETIME>20041123060713
ACCESSION NUMBER:		0001178913-04-001577
CONFORMED SUBMISSION TYPE:	6-K/A
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20041123
FILED AS OF DATE:		20041123
DATE AS OF CHANGE:		20041123

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			G WILLI FOOD INTERNATIONAL LTD
		CENTRAL INDEX KEY:			0001030997
		STANDARD INDUSTRIAL CLASSIFICATION:	WHOLESALE-GROCERIES & GENERAL LINE [5141]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		6-K/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-29256
		FILM NUMBER:		041162247

	BUSINESS ADDRESS:	
		STREET 1:		24 HAMETSUDA ST INDUSTRIAL ZONE
		CITY:			AZUR ISRAEL
		STATE:			L3
		ZIP:			58001
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K/A
<SEQUENCE>1
<FILENAME>zk41149.txt
<TEXT>


                                   FORM 6-K/A
                                 AMENDMENT NO. 1

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                        Report of Foreign Private Issuer
                      Pursuant to Rule 13a-16 or 15d-16 of
                       The Securities Exchange Act of 1934
                         For the month of November 2004
                      ------------------------------------

                        G. WILLI-FOOD INTERNATIONAL LTD.
                 (Translation of registrant's name into English)

                      3 Nahal Snir St., Yavne, Israel 81224
                    (Address of principal executive offices)
                      ------------------------------------

     Indicate by check mark whether registrant files or will file annual reports
under cover Form 20-F or Form 40-F:

                         FORM 20-F [X]     FORM 40-F [_]

     Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1):..........

     Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of
a Form 6-K if submitted solely to provide an attached annual report to security
holders.

     Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7):............

     Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of
a Form 6-K if submitted to furnish a report or other document that the
registrant foreign private issuer must furnish and make public under the laws of
the jurisdiction in which the registrant is incorporated, domiciled or legally
organized (the registrant's "home country"), or under the rules of the home
country exchange on which the registrant's securities are traded, as long as the
report or other document is not a press release, is not required to be and has
not been distributed to the registrant's security holders, and, if discussing a
material event, has already been the subject of a Form 6-K submission or other
Commission filing on EDGAR.

     Indicate by check mark whether registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

                               YES [_]     NO [X]

     If "YES" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-________.

<PAGE>


THIS AMENDMENT NO. 1 TO FORM 6-K OF G. WILLI FOOD INTERNATIONAL LTD.
("REGISTRANT") SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE
PROSPECTUS, DATED APRIL 19, 2000, OF REGISTRANT INCLUDED IN THE REGISTRATION
STATEMENT ON FORM F-3 (FILE NO. 333-11848), AND TO BE A PART THEREOF FROM THE
DATE ON WHICH THIS REPORT IS FILED, TO THE EXTENT NOT SUPERCEDED BY DOCUMENTS OR
REPORTS SUBSEQUENTLY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                EXPLANATORY NOTE:

This Amendment No. 1 to Form 6-K of Registrant filed with the Securities and
Exchange Commission on November 22, 2004 ("Form 6-K") is being filed to amend
the Form 6-K to include the next succeeding paragraph and the press release
attached as an exhibit hereto. Other than as set forth below, the information
contained in the Form 6-K remains unchanged.

                                    "EXHIBITS

Exhibit 99.1 Press Release, dated November 22, 2004, filed as an exhibit hereto,
is incorporated by reference herein."

<PAGE>


                                   SIGNATURES

     In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                          G. WILLI-FOOD INTERNATIONAL LTD.

Dated:  November 23, 2004

                                              By: /s/ Joseph Williger
                                              -----------------------
                                              Joseph Williger
                                              Chief Executive Officer



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>exhibit_99-1.txt
<TEXT>


                                                                    Exhibit 99.1

        G. WILLI-FOOD INTERNATIONAL LTD. ANNOUNCES SALE OF 75,000 SHARES
          BY ITS CONTROLLING SHAREHOLDER AND AN OFFICER AND DIRECTOR,
        AND PLANS TO ISSUE A 1:1 STOCK DIVIDEND TO FURTHER INCREASE THE
                         NUMBER OF PUBLICLY HELD SHARES

YAVNE, ISRAEL - NOVEMBER 22, 2004 - G. WILLI-FOOD INTERNATIONAL LTD. (NASDAQ:
WILCF) (the "Company") announced that on November 21, 2004, the Company's board
of directors approved a plan to achieve compliance with the continued listing
requirements of Nasdaq Marketplace Rule 4320(e)(5) requiring that at least
500,000 of its ordinary shares be publicly held (the "Rule"). Pursuant to the
plan, on November 22, 2004, the Company's controlling shareholder, Willifood
Investments Ltd., and Joseph Williger, an officer and director of the Company,
sold an aggregate of 75,000 ordinary shares. As a result of the sale, the
Company believes that it is in compliance with the Rule. In addition, the board
of directors approved a one for one stock dividend of the Company's ordinary
shares to further increase the Company's number of publicly held shares to more
than 1,000,000 shares. The record date for the stock dividend is December 8,
2004 and the stock dividend will be paid on December 22, 2004.

"As part of our plan to expand our business in the U.S., we are committed to our
shareholders and to increasing the float of WILCF shares" said Mr. Zvi Williger,
President and COO of the Company.

If the Company fails in the future to comply with the 500,000 publicly held
shares requirement or any other requirement for the continued listing of the
ordinary shares on The Nasdaq Small Cap Market, the Company could be delisted
from The Nasdaq Small Cap Market.

G. Willi-Food International is one of Israel's largest food importers and a
single-source supplier of one of the world's most extensive ranges of quality
Kosher food products. It currently imports, markets and distributes more than
400 food products manufactured by some 100 top-tier suppliers throughout the
world to more than 1,000 customers. The Company excels in identifying changing
tastes in its markets and sourcing high-quality kosher products to address them.

Except for historical information contained herein, the matters set forth in
this release are forward-looking statements that are dependent on certain risks
and uncertainties, including such factors, among others, as market acceptance,
market demand, pricing, competition, changing economic conditions and other risk
factors detailed in the Company's SEC filings.

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