SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement under Section
14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
(AMENDMENT NO. 3)

FUNDTECH LTD.
(Name of Subject Company (Issuer))

CLAL INDUSTRIES AND INVESTMENTS LTD.
(Name of Filing Person (Offeror))

ORDINARY SHARES, PAR VALUE NIS 0.01 PER SHARE
(Title of Class of Securities)

M47095100
(CUSIP Number of Class of Securities)

Sarit Hecht, Adv.
Clal Industries and Investments Ltd.
3 Azrieli Center, Triangular Tower, 45^th Floor, Tel Aviv 67023, Israel
(972) 3-607-5795
(Name, address and telephone numbers of person authorized to receive
notices and communications on behalf of filing persons)

With copies to:
Daniel E. Wolf, Esq.	Oded Eran, Adv.
Skadden, Arps, Slate, Meagher & Flom LLP	Ido Zemach, Adv.
Four Times Square	Goldfarb, Levy, Eran, Meiri, Tzafrir & Co.
New York, New York 10036	2 Weizmann Street
Telephone: (212) 735-3000	Tel Aviv 64239, Israel
	Telephone: (972) 3-608-9999

CALCULATION OF FILING FEE
$29,233,575	$1,148.88***

* For purposes of calculating the filing fee only, this amount is based on the offer to purchase up to 2,338,686 ordinary shares of Fundtech Ltd. at a purchase price of $12.50 cash per share.

** Calculated in accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended.

*** Previously paid.

o Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: None.	Filing Party: Not Applicable.
Form or Registration No.: Not Applicable.	Date Filed: Not Applicable.

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transaction to which the statement relates:

x third-party tender offer subject to Rule 14d-1

o issuer tender offer subject to Rule 13e-4

o going-private transaction subject to Rule 13e-3

x amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

CUSIP No. M47095100

1.	Names of Reporting Persons/ I.R.S. Identification Nos. of Above Persons (Entities Only) Clal Industries and Investments Ltd.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
3.	SEC Use Only
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION ISRAEL
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 6,692,678
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 6,692,678
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,692,678
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.9%
14.	TYPE OF REPORTING PERSON * CO

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This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule TO filed by Clal Industries and Investments Ltd., an Israeli company (“Clal”), on March 5, 2008 with the Securities and Exchange Commission (as amended on March 10, 2008 and March 17, 2008, the “Schedule TO”) in connection with its offer to purchase up to 2,338,686 outstanding ordinary shares, nominal (par) value NIS 0.01 per share (the “Shares”), of Fundtech Ltd. (“Fundtech”), at $12.50 per Share, net to the seller in cash, less any applicable withholding taxes, and without interest, upon the terms of, and subject to the conditions to, the Offer to Purchase, dated March 5, 2008 (the “Offer to Purchase”) and the related Letter of Transmittal, copies of which were previously filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively (which, together with any amendments or supplements thereto, constitute the “Offer”).

This Schedule TO is intended to satisfy the reporting requirements of Rule 14d-1 under the Securities Exchange Act of 1934, as amended. The information contained in the Schedule TO, the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference in response to all of the items of this Amendment No. 3 to the Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein. Capitalized terms used herein but not otherwise defined have the meaning ascribed to such terms in the Offer to Purchase.

ITEMS 1 THROUGH 9 AND 11

        Items 1 through 9 and 11 of the Schedule TO, which incorporate by reference the information contained in the Offer to Purchase, are respectively hereby amended and supplemented as follows:

        “On April 3, 2008, Clal issued a press release announcing that all of the conditions to the Offer have been satisfied and that it is commencing the Additional Offer Period. A copy of the press release is attached hereto as Exhibit (a)(5)(E) and is incorporated herein by reference.”

ITEM 12. EXHIBITS.

NO.	DESCRIPTION
(a)(1)(A)	Offer to Purchase dated March 5, 2008.*
(a)(1)(B)	Letter of Transmittal.*
(a)(1)(C)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(D)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(E)	Guidelines for Certification of Taxpayer Identification Number on Substitute W-9.*
(a)(1)(F)	Notice of Objection.*
(a)(1)(G)	Declaration Form ("Declaration of Status for Israeli Income Tax Purposes").*
(a)(5)(A)	Text of Press Release issued by Clal on March 5, 2008.*
(a)(5)(B)	Form of Cover of `Mifrat' to be filed with the Israeli Securities Authority on March 5, 2008.*, **
(a)(5)(C)	Form of Acceptance Notices to be filed with the Israeli Securities Authority on March 5, 2008.*, **
(a)(5)(D)	Form of Immediate Report to be filed with the Israeli Securities Authority on March 5, 2008.*, **
(a)(5)(E)	Text of Press Release issued by Clal on April 3, 2008.
(b)	Not applicable.
(d)	Not applicable.
(g)	Not Applicable.
(h)	Not Applicable.

* Previously filed with the Schedule TO.

** English translation from Hebrew.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

CLAL INDUSTRIES AND INVESTMENTS LTD.
By: /s/ Gonen Bieber —————————————— Name: Gonen Bieber Title: VP Finance	By: /s/ Yehuda Ben Ezra —————————————— Name: Yehuda Ben Ezra Title: Comptroller

Dated: April 3, 2008

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EXHIBIT INDEX

NO.	DESCRIPTION
(a)(1)(A)	Offer to Purchase dated March 5, 2008.*
(a)(1)(B)	Letter of Transmittal.*
(a)(1)(C)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(D)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(E)	Guidelines for Certification of Taxpayer Identification Number on Substitute W-9.*
(a)(1)(F)	Notice of Objection.*
(a)(1)(G)	Declaration Form ("Declaration of Status for Israeli Income Tax Purposes").*
(a)(5)(A)	Text of Press Release issued by Clal on March 5, 2008.*
(a)(5)(B)	Form of Cover of `Mifrat' to be filed with the Israeli Securities Authority on March 5, 2008.*, **
(a)(5)(C)	Form of Acceptance Notices to be filed with the Israeli Securities Authority on March 5, 2008.*, **
(a)(5)(D)	Form of Immediate Report to be filed with the Israeli Securities Authority on March 5, 2008.*, **
(a)(5)(E)	Text of Press Release issued by Clal on April 3, 2008.
(b)	Not applicable.
(d)	Not applicable.
(g)	Not Applicable.
(h)	Not Applicable.

* Previously filed with the Schedule TO.

** English translation from Hebrew.

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EX-99

Exhibit (a)(5)(E)

FOR IMMEDIATE RELEASE NEWS

Clal Industries Commences
Additional Offer Period for Fundtech Tender Offer

— All conditions to the tender offer have been satisfied

Tel Aviv, Israel, April 3, 2008 – Clal Industries and Investments Ltd. (TASE: CII) announced today that all of the conditions have been satisfied for its previously-announced tender offer to purchase up to 2,338,686 ordinary shares of Fundtech Ltd. (NasdaqGM & TASE: FNDT) at $12.50 per share, net to the seller in cash, less any required withholding taxes and without interest. Clal Industries has been advised by the depositaries for the offer that, as of 10:00 a.m., New York time, or 5:00 p.m., Israel time, on April 3, 2008, there were (1) 2,099,317 Fundtech shares validly tendered and not properly withdrawn and (2) 490,874 Fundtech shares represented by notices of objection to the offer.

Accordingly, as required by Israeli law and as contemplated in its offer to purchase:

— Clal Industries is providing an additional period of four calendar days, until 10:00 a.m., New York time, or 5:00 p.m., Israel time, on Monday, April 7, 2008, during which Fundtech shareholders who, with respect to each share owned by them, did not respond to the offer, have notified Clal Industries of their objection to the offer, or have tendered such share but withdrawn their tender prior to 10:00 a.m., New York time, or 5:00 p.m., Israel time, on April 3, 2008, may tender such shares. Shareholders will have no withdrawal rights during this additional four-calendar day period; and

— Clal Industries will purchase, subject to proration, the shares validly tendered in the offer (and not properly withdrawn) prior to 10:00 a.m., New York time, or 5:00 p.m., Israel time, on Monday, April 7, 2008, the final expiration date of the offer.

Shareholders who hold their shares through brokers or other nominees and wish to tender their shares prior to the final expiration date should consider contacting such brokers to ensure their tender instructions are forwarded in ample time to permit such brokers to submit a tender on their behalf in a timely fashion.

On April 2, 2008, the last full trading day before this announcement, the closing sale price of the Fundtech shares was $12.41 on Nasdaq and NIS 45.16 ($12.72 based on an exchange rate of NIS 3.5 per United States dollar as of April 2, 2008) on the Tel Aviv Stock Exchange (TASE).

The complete terms and conditions of the tender offer, including important U.S. and Israeli income and withholding tax considerations relating to the tender offer, are contained in the Offer to Purchase (as amended) included as an exhibit to the Tender Offer Statement on Schedule TO (as amended) previously filed (or, with respect to this amendment, that will be filed) with the U.S. Securities and Exchange Commission (SEC) and with the Israeli Securities Authority (ISA). American Stock Transfer & Trust Company is the U.S. Depositary for the offer and Clal Finance Batucha Investment Management Ltd. is the Israeli Depositary for the offer.

Important Information: This is not an offer to buy or the solicitation of an offer to sell any ordinary shares of Fundtech. The tender offer that is described in this press release will only be made through the Offer to Purchase, Letter of Transmittal and related tender offer documents. All shareholders of Fundtech should read the tender offer materials, which were filed by Clal Industries, and the Tender Offer Solicitation/Recommendation Statement with respect to the tender offer which was filed by Fundtech, with the SEC and the ISA. Shareholders of Fundtech should read the tender offer materials and the Solicitation/Recommendation Statement (as may be amended from time to time) because they contain important information about the tender offer. The tender offer materials, the Solicitation/Recommendation Statement and other filed documents will be available at no charge on the SEC’s website at http://www.sec.gov and on the ISA’s website at http://www.magna.isa.gov.il, and will also be made available without charge to all shareholders by contacting MacKenzie Partners, Inc., the information agent for the tender offer, at (212) 929-5500 or toll free (800) 322-2885. Shareholders are urged to read these materials carefully before making any decision with respect to the tender offer.

Forward-Looking Statements: This press release may contain forward-looking statements. The accuracy of such statements is subject to a number of risks, uncertainties and assumptions that may cause actual results to differ materially from those projected, including, but not limited to, the effect of general economic conditions, political events and fluctuations in the share price of Fundtech. Except as required by applicable law, Clal Industries undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

About Clal Industries and Investments Ltd.: Clal Industries is an Israeli holding company founded in 1956, whose shares are listed on the Tel Aviv Stock Exchange under the symbol “CII.” Clal Industries holds investments in companies that are predominantly located in Israel or that have significant ties or relations to Israel, and mainly conduct business in the fields of cement, textile, advanced technology and high-tech venture funds, biotechnology, communications and commerce.

Clal Industries Contact:
Gonen Bieber, Vice President – Finance
Tel: 972-3-6075787
Email: Gonen.Bieber@idb.co.il

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